UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 1, 2007
SUPERIOR ENERGY SERVICES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction)
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0-20310
(Commission File Number)
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75-2379388
(IRS Employer Identification No.) |
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1105 Peters Road, Harvey, Louisiana
(Address of principal executive offices)
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70058
(Zip Code) |
(504) 362-4321
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligations of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On May 23, 2007, the Board of Directors of Superior
Energy Services, Inc. (“the Company”) approved new
form employment agreements for the following
executive officers of the Company: Kenneth L.
Blanchard, President and Chief Operating Officer,
Robert S. Taylor, Executive Vice President and
Chief Financial Officer, Alan P. Bernard, Senior
Executive Vice President, Lynton G. Cook, III,
Executive Vice President, James A. Holleman,
Executive Vice President, Gregory L. Miller,
Executive Vice President, and Danny R. Young,
Executive Vice President. The agreements were
executed by the executive officers listed above on
June 1, 2007 and became effective on that date.
The agreements reflect the current base salary for
each executive officer. In addition, each
executive officer is eligible to earn an annual
bonus under the Company’s annual incentive plan.
The agreements also contain non-competition and
other provisions intended to protect the Company’s
interests in the event that the executive officer
ceases to be employed.
Each agreement contains a term expiring on either
April 1, 2010 (for Messrs. Blanchard and Taylor) or
April 1, 2009 (for Messrs. Bernard, Cook, Holleman,
Miller and Young); provided, however, that on April
1, 2008 and on each subsequent anniversary thereof,
the term shall be automatically extended for one
additional year unless prior written notice is
given by either party. The agreements provide for
the termination of employment upon the executive
officer’s death or disability, or by the Company
for “cause.” The agreements also provide for
termination by the executive officer under certain
circumstances relating to a change in control of
the Company.
In the event an executive officer’s employment is
terminated under certain circumstances relating to
a change in control of the Company, the executive
officer shall receive in addition to any other
amounts payable (i) a lump-sum payment within 30
days after the date of such termination in an
amount equal to two and one-half (2.5x) times (for
Messrs. Blanchard and Taylor) or two (2x) times
(for Messrs. Bernard, Cook, Holleman, Miller and
Young) the sum of (A) the executive officer’s base
salary and (B) the greater of (x) the average
annual bonus paid to the executive officer for the
three fiscal years preceding the year in which the
executive officer’s employment is terminated or (y)
the target bonus for the executive officer in the
Company’s annual incentive plan for the current
fiscal year; (ii) for two and one-half years (for
Messrs. Blanchard and Taylor) or two years (for
Messrs. Bernard, Cook, Holleman, Miller and Young)
after the date of such termination, benefits at
least equal to those that would have been provided
in accordance with the Company’s plans, programs
and arrangements; and (iii) outplacement services
during the one year period following the
termination.
In the event an executive officer’s employment is
terminated by the Company, except upon the
executive officer’s death or disability, by the
Company for cause or under certain circumstances
relating to a change in control of the Company, the
executive officer shall receive in addition to any
other amounts payable (i) one lump-sum payment
within 30 days after the date of such termination
in an amount equal to (A) the greater of (x) two
(for Messrs. Blanchard and Taylor) or one (for
Messrs. Bernard, Cook, Holleman, Miller and Young)
and (y) the number of full and partial calendar
months remaining in the term as of the date of
termination divided by 12, multiplied by (B) the
sum of the base salary and the target bonus for the
executive officer in the
Company’s annual incentive
plan for the current fiscal year; and (ii) for the
remainder of the term, benefits at least equal to
those that would have been provided in accordance
with the Company’s plans, programs and
arrangements.
The foregoing summary is not intended to be
complete and is qualified in its entirety by the
full text of the employment agreements. Copies of
the form employment agreements are attached hereto
as Exhibits 10.1 and 10.2, respectively, and
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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(c)
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Exhibits. |
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10.1
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Form of Employment Agreement for Kenneth L.
Blanchard and Robert S. Taylor. |
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10.2
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Form of Employment Agreement for Alan P. Bernard,
Lynton G. Cook, III, James A. Holleman, Gregory
L. Miller and Danny R. Young. |