DEEP DOWN, INC. (OTCMKTS:DPDW) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 – Entry into a Material Definitive Agreement.
On August 15, 2019, Deep Down, Inc. (the “Company”) entered into a Transition Agreement with Mr. Ronald E. Smith, effective as of September 1, 2019 (the “Transition Agreement”). The Transition Agreement provides for Mr. Smith to serve as an independent consultant to the Company from September 1, 2019 through December 31, 2021.
Under the terms of the Transition Agreement, the Company agrees to pay Mr. Smith a severance payment of $250,000.00, payable in structured payments through December 31, 2019. Additionally, under the terms of the Transition Agreement, the Company agrees to pay Mr. Smith $41,769.80 per month, from September 1, 2019 through December 31, 2019, and $15,000 per month, from January 1, 2020 through December 31, 2021, in exchange for his services.
The foregoing description of the Transition Agreement contained herein is qualified in its entirety by reference to the full text of the agreement, a copy of which is attached hereto as Exhibit 10.1.
ITEM 1.02 – Termination of a Material Definitive Agreement.
On August 15, 2019, as a result of entering into the Transition Agreement in connection with his resignation, the Company and Mr. Smith agreed to terminate the Employment Agreement effective January 1, 2016 between the Company and Mr. Smith (the “Employment Agreement”). The termination of the Employment Agreement is effective as of August 31, 2019. Except as set forth in the Transition Agreement, the parties’ obligations under the Employment Agreement were terminated.
The Employment Agreement was filed as Exhibit 10.16 to the Company’s Annual Report on Form 10-K, filed on March 31, 2017. The foregoing description of the Employment Agreement is qualified in its entirety by reference to the full text of the Employment Agreement.
SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02. – Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
Departure of Directors or Principal Officers
On August 15, 2019, Mr. Ronald E. Smith resigned as Chief Executive Officer and as a member of the board of directors (the “Board”) of the Company, effective as of August 31, 2019. The resignation of Mr. Smith did not involve any disagreement with the Company.
Election of Directors
In connection with Mr. Smith’s resignation, the Board elected Mr. Charles Njuguna to replace Mr. Smith as a member of the Board effective as of September 1, 2019.
Appointment of Principal Officers
Also, in connection with Mr. Smith’s resignation, the Board appointed Mr. Njuguna, as the Company’s Chief Executive Officer, effective September 1, 2019. Mr. Njuguna has served in different roles with the Company since 2012, most recently serving as Chief Financial Officer. Mr. Njuguna has over 20 years of international business experience, including various operational and financial management roles in Africa, the UK and the US. Mr. Njuguna holds an MBA from the University of Texas at Austin.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| 10.1 | Transition Agreement, dated effective as of September 1, 2019, between Deep Down, Inc. and Ronald E. Smith |
| 99.1 | Press Release issued by Deep Down, Inc. dated August 15, 2019 |
Deep Down, Inc. Exhibit
EX-10.1 2 deepdown_ex1001.htm TRANSITION AGREEMENT Exhibit 10.1 TRANSITION AGREEMENT This Transition Agreement (the “Agreement”) is entered by and between Deep Down,…
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About DEEP DOWN, INC. (OTCMKTS:DPDW)
Deep Down, Inc. is engaged in the oilfield services industry. The Company operates through Deep Down Delaware segment. The Company is a provider of specialized services to the offshore energy industry to support deep water and ultra-deep water exploration, development and production of oil and gas, and other maritime operations. It also produces custom engineered products that assist it in fulfilling service objectives for specific projects on a contractual basis. The Company designs and manufactures deep water and ultra-deep water, surface and offshore equipment solutions, which are used by independent and foreign national oil and gas companies in offshore areas across the world. The Company provides engineering and management services, including the design, installation and retrieval of subsea equipment and systems, connection and termination operations, well-commissioning services, as well as construction support and remotely operated vehicle (ROV) operations support.