ATWOOD OCEANICS, INC. (NYSE:ATW) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Approval of Forms of Long-Term Incentive Awards
On November17, 2016, the compensation committee (the Committee)
of the board of directors of Atwood Oceanics, Inc. (the Company)
approved forms of Notice of Performance Unit Grant (PSU
Agreement), Notice of Restricted Stock Unit Award (RSU
Agreement), Notice of Cash-Settled Performance Unit Grant
(Cash-Settled PSU Agreement), Notice of Cash-Settled Restricted
Stock Unit Award (Cash-Settled RSU Agreement) and Notice of
Nonemployee Director Restricted Stock Unit Award (Director RSU
Agreement), which forms of awards will govern the terms of
certain long-term incentive awards to be granted to the Companys
directors and executive officers, as applicable, under the Atwood
Oceanics, Inc. 2013 Long-Term Incentive Plan (the Plan).
The PSU Agreement and Cash-Settled PSU Agreement each provide for
vesting upon the completion of a three-year performance period
which consists of four measurement periods with 50% of the award
measured annually over three one-year performance periods and 50%
of the award measured at the end of the three-year performance
period. The amount in which the grantee vests at the completion
of the three-year performance period ranges from 0% to 200% and
is determined by comparing the Companys total shareholder return
relative to the total shareholder return of a pre-selected peer
group for each of the measurement periods, subject to the
grantees continuous service through such determination date.
Awards under the PSU Agreement are settled in the Companys common
stock and awards under the Cash-Settled PSU Award Agreement are
settled in cash based on the fair market value of the shares of
the Companys common stock.
Under the RSU Agreement and Cash-Settled RSU Agreement, each
grantee is awarded a number of non-transferable restricted stock
units. The restricted stock units vest, subject to certain
conditions, in substantially equal installments on each
anniversary date of the date of grant during the three-year
period beginning on the date of grant. Awards under the RSU
Agreement are settled in the Companys common stock and awards
under the Cash-Settled RSU Award Agreement are settled in cash
based on the fair market value of the shares of the Companys
common stock.
Awards under the Cash-Settled RSU Agreement and Cash-Settled PSU
Agreement are subject to cash award limits under the Plan. In the
event that the amount payable under the Cash-Settled RSU
Agreement and Cash-Settled PSU Agreement exceed such limits, such
excess amount, without interest, will be payable on the first day
of the next taxable year in which the deduction would be
permitted under Section162(m) of the Internal Revenue Code and
any such amount will be applied toward and result in an
appropriate reduction of other cash awards payable in that year
that are subject to a shareholder-approved limit under
Section162(m) of the Internal Revenue Code.
Under the Director RSU Agreement, each nonemployee director is
awarded a number of non-transferable restricted stock units. The
restricted stock units vest, subject to certain conditions, in
substantially equal installments on each monthly anniversary date
of the date of grant during the twelve-month period beginning on
the date of grant. Awards under the Director
RSU Agreement are settled in the Companys common stock within 15
days following the earlier of expiration of such twelve-month
period and the nonemployee directors separation of service. If a
directors service terminates for any reason, any unvested
restricted stock units shall be automatically forfeited on the
date of termination of service.
The foregoing description of the forms of the PSU Agreement, the
RSU Agreement, the Cash-Settled PSU Agreement, the Cash-Settled
RSU Agreement and the Director RSU Agreement is not complete and
is qualified in its entirety by reference to the full text of
such forms, which are filed as Exhibit 10.1, Exhibit 10.2,
Exhibit 10.3, Exhibit 10.4 and Exhibit 10.5, respectively, to
this Current Report on Form 8-K and incorporated by reference
into this Item5.02.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | EXHIBITS |
| 10.1 | Form of Notice of Performance Unit Grant. | |
| 10.2 | Form of Notice of Restricted Stock Unit Award. | |
| 10.3 | Form of Notice of Cash-Settled Performance Unit Grant. | |
| 10.4 | Form of Notice of Cash-Settled Restricted Stock Unit Award. | |
| 10.5 |
Form of Notice of Nonemployee Director Restricted Stock Unit Award. |
About ATWOOD OCEANICS, INC. (NYSE:ATW)
Atwood Oceanics, Inc. is an offshore drilling company engaged in the drilling and completion of exploration and development wells for the global oil and gas industry. The Company owns various types of drilling rigs, such as Ultra-Deepwater Rigs, Deepwater Semisubmersibles and Jackups. Its Ultra-deepwater Rigs and Deepwater Semisubmersibles include Atwood Achiever, Atwood Archer, Atwood Admiral, Atwood Advantage, Atwood Condor, Atwood Eagle and Atwood Osprey. Its Jackup Rigs included Atwood Mako, Atwood Manta, Atwood Aurora, Atwood Beacon and Atwood Orca. The Atwood Mako and Atwood Manta, both approximately 400-foot water depth Pacific Class jackup rigs, are operating offshore Vietnam and offshore Thailand. The Atwood Aurora, an approximately 350-foot water depth jackup, is operating offshore West Africa. The Atwood Beacon, an approximately 400-foot water depth jackup, is operating in the Mediterranean Sea. ATWOOD OCEANICS, INC. (NYSE:ATW) Recent Trading Information
ATWOOD OCEANICS, INC. (NYSE:ATW) closed its last trading session up +0.09 at 8.43 with 3,582,964 shares trading hands.