CHICAGO BRIDGE Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced, on May15, 2017, Philip K. Asherman, President and Chief Executive Officer and a member of Chicago Bridge& Iron Company N.V.’s (“CB&I”) Supervisory Board, provided notice to CB&I of his election to retire, effective July1, 2017. In connection with his retirement, on June27, 2017, one of CB&I’s subsidiaries, Chicago Bridge& Iron Company (Delaware), a Delaware corporation (“CB&I (Delaware)”), entered into a Separation and Release Agreement with Mr.Asherman. to the Separation and Release Agreement, among other things, CB&I (Delaware) will pay or provide to Mr.Asherman: (1)as soon as practicable (but no more than 30 days) after his retirement date, a lump-sum cash payment in the amount of $978,000.00, less applicable tax withholding determined by reference to the prorated target award for Mr.Asherman under the CB&I Incentive Compensation Program for 2017); (2)credit for service through December31, 2017 for the sole purpose of the Chicago Bridge& Iron 2008 Long-Term Incentive Plan, as amended (the “Incentive Plan”), and the incentive plan agreements for awards granted under the Incentive Plan in 2017; and (3)treatment of Mr.Asherman’s retirement as a “Qualifying Termination” under the terms of the Incentive Plan and the special incentive stock award previously awarded to Mr.Asherman. Additionally, Mr.Asherman has agreed to provide certain advisory services under the Separation and Release Agreement, following CB&I (Delaware)’s request, and will be entitled to receive a fee of $700 per hour.
In exchange for the benefits provided to him on his retirement, Mr.Asherman has agreed to release employment-related claims, and he and CB&I (Delaware) have agreed to mutual indemnification provisions. Mr.Asherman has also agreed to confidentiality restrictions, a two-year restriction on solicitation of employees and to repay long-term incentive plan enhancements in the event he violates the conditions of “Retirement” under the Incentive Plan.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the definitive Separation and Release Agreement between CB&I (Delaware) and Mr.Asherman, which is included as Exhibit 10.1 to this report and is incorporated by reference herein.
Item 5.02 Other Events.
On Tuesday, June27, 2017, CB&I issued a press release relating to the Delaware Supreme Court’s decision to reverse the previous decision of the Delaware Court of Chancery in its lawsuit against Westinghouse. A copy of that press release is included as Exhibit 99.1 to this report and is incorporated by reference into this Item 5.02.
Item 5.02. Financial Statements and Exhibits.
(d)Exhibits.
|
EXHIBIT NUMBER |
DESCRIPTION |
| 10.1 | Separation and Release Agreement dated as of June27, 2017 between Chicago Bridge& Iron Company (Delaware) and Philip K. Asherman |
| 99.1 | Press Release dated June27, 2017 |
CHICAGO BRIDGE & IRON CO N V ExhibitEX-10.1 2 d419341dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT This SEPARATION AND RELEASE AGREEMENT (Release) is entered into by and between Chicago Bridge & Iron Company (Delaware) and its parent and affiliate companies (the Company),…To view the full exhibit click here
About CHICAGO BRIDGE& IRON COMPANY N.V. (NYSE:CBI)
Chicago Bridge & Iron Company N.V. provides services to customers in energy infrastructure market. The Company provides services, such as conceptual design, technology, engineering, procurement, fabrication, modularization, construction, commissioning, maintenance, program management and environmental services. Its Engineering and Construction segment provides engineering, procurement, and construction (EPC) services. Its Fabrication Services segment provides fabrication and erection of steel plate structures; fabrication of piping systems and process modules, and manufacturing and distribution of pipe and fittings. The Technology segment provides process technology licenses and associated engineering services, and catalysts, for petrochemical and refining industries, and offers process planning and project development services. CHICAGO BRIDGE& IRON COMPANY N.V. (NYSE:CBI) Recent Trading Information
CHICAGO BRIDGE& IRON COMPANY N.V. (NYSE:CBI) closed its last trading session down -1.03 at 18.70 with 6,083,066 shares trading hands.