DEEP DOWN, INC. (OTCMKTS:DPDW) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 – Entry into a Material Definitive Agreement.
On September 25, 2017, Deep Down, Inc. (the “Company”) entered into a Transition Agreement with Mr. Eugene L. Butler, effective as of October 1, 2017 (the “Transition Agreement”). Contemporaneously with entering into the Transition Agreement, Mr. Butler retired as Executive Chairman and Chief Financial Officer of the Company. The Transition Agreement provides for Mr. Butler to serve as an independent consultant to the Company from October 1, 2017 through December 31, 2018.
Under the terms of the Transition Agreement, the Company agrees to pay Mr. Butler $39,254.42 per month in exchange for his services. Additionally, under the terms of the Transition Agreement, the Company agrees to the immediate vesting of 100,000 restricted shares of common stock of the Company, which shares were previously awarded under the Company’s equity compensation plan on January 1, 2016, and which were scheduled to vest on December 14, 2017. The Company agrees to purchase 490,231 shares of common stock from Mr. Butler on or before October 1, 2017, at the median closing share price, as quoted by the OTCQX market, for the ten day trading period immediately prior to September 25, 2017.
The foregoing description of the Transition Agreement is qualified in its entirety by reference to the full text of the Transition Agreement, a copy of which is attached hereto as Exhibit 10.1.
Item 1.01 – Termination of a Material Definitive Agreement.
On September 25, 2017, as a result of entering into the Transition Agreement in connection with his retirement, the Company and Mr. Butler agreed to terminate the Employment Agreement dated effective January 1, 2016 between the Company and Mr. Butler (the “Employment Agreement”). The termination of the Employment Agreement is effective as of September 30, 2017. 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.
Item 1.01. – 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 September 25, 2017, Mr. Eugene L. Butler retired as Executive Chairman and Chief Financial Officer of the Company, effective as of September 30, 2017. The retirement of Mr. Butler did not involve any disagreement with the Company.
Election of Chairman of the Board of Directors
In connection with Butler’s retirement, the Company’s board of directors (the “Board”) elected Mr. Mark Carden, the current Audit Committee Chairman, as Chairman of the Board to succeed Mr. Butler.
Appointment of Principal Officers
Also, in connection with Butler’s retirement, the Board appointed Mr. Charles Njuguna, age 40, as the Company’s Chief Financial Officer, effective September 25, 2017. Mr. Njuguna has served in different roles withthe Company since early 2012, most recently serving as Business Manager. Mr.Njugunahasover 20 years of international business experience, including various operational and financial management roles in Africa, the UK and the US. Hisexperience includes in-depth studies of the global oilfield services industry, diverse M&A analyses and a proven track record of process improvement and cost optimization. Mr.Njuguna holds an MBAfrom the University of Texas at Austin.
SECTION 9 – Financial Statements and Exhibits
| Item 1.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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10.1*† |
Transition Agreement, dated effective as of September 25, 2017, between Deep Down, Inc. and Eugene L. Butler |
* Filed herewith.
† Exhibit constitutes a management contract or compensatory plan or arrangement.
Deep Down, Inc. ExhibitEX-10.1 2 deepdown_8k-ex1001.htm TRANSITION AGREEMENT Exhibit 10.1 Transition Agreement This Transition Agreement (the “Agreement”) is entered by and between Deep Down,…To view the full exhibit click here
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.