Ensco plc (NYSE:ESV) Files An 8-K Departure of Directors or Certain Officers; 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
On February 20, 2018, the Board of Directors of Ensco plc (the “Company”), upon the recommendation of the Compensation Committee (the “Committee”), approved the Ensco plc 2018 Cash Incentive Plan (the “2018 ECIP”). The 2018 ECIP applies to awards granted after the effective date of the 2018 ECIP. The 2018 ECIP replaces the ENSCO International Incorporated 2005 Cash Incentive Plan, which will continue to apply to all awards made prior to December 31, 2017.
The purpose of the 2018 ECIP is to offer selected employees, including officers, of the Company or its subsidiaries an opportunity to participate in the growth and financial success of the Company, to provide the Company an opportunity to attract and retain the best available employees, to provide performance-related incentives to such employees to achieve established performance goals, and to promote the growth and success of the Company’s business by aligning the financial interests of employees with those of the shareholders of the Company, in each case, through the grant of cash awards.
The 2018 ECIP authorizes the grant of cash awards to eligible participants that are paid based upon the achievement of predetermined performance criteria at the end of a performance period, which will be one year unless determined otherwise by the Committee. The 2018 ECIP also authorizes the grant of discretionary cash awards in unusual circumstances to redress any inequities in performance based cash awards that might arise or to reward exemplary performance on a very limited basis.
The 2018 ECIP is administered by the Committee. The Committee has the authority to determine which employees receive Awards, grant Awards and set the terms and conditions of Awards, subject to the conditions and limitations in the 2018 ECIP. The Committee may make any adjustments it deems appropriate to the performance goals, specific performance factors and targets related to those performance goals and award criteria in the event of any change in outstanding shares of the Company by reason of any share dividend or split, recapitalization, merger, consolidation, combination or exchange of shares or other similar corporate change or in order to assure the incentive features of the 2018 ECIP.
Under the 2018 ECIP, unless otherwise determined by the Committee, any award outstanding as of the effective date of a Change in Control (as defined in the 2018 ECIP) or the death or disability of a participant will become payable on a pro rata basis, and any performance bonus will be payable at 50% of the target level of each applicable performance goal. Unless otherwise determined by the Committee, if a participant resigns or is terminated prior to the payment date of an award, the participant will forfeit the unpaid award in its entirety.
The foregoing description of the 2018 ECIP is qualified in its entirety by reference to the full text of the Ensco plc 2018 Cash Incentive Plan, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
Financial Statements and Exhibits
Ensco plc 2018 Cash Incentive Plan
Ensco plc ExhibitEX-10.1 2 esv-ex101.htm EXHIBIT 10.1 Exhibit ENSCO PLC2018 CASH INCENTIVE PLAN(As Effective February 19,…To view the full exhibit click here About Ensco plc (NYSE:ESV) Ensco plc is an offshore contract drilling company. The Company provides offshore contract drilling services to the international oil and gas industry. The Company’s segments include Floaters, Jackups and Other. Its Floaters segment includes the Company’s drillships and semisubmersible rigs, and provides contract drilling. The Jackups segments provide contract drilling. The Other segment consists of management services on rigs owned by third parties. It owns and operates an offshore drilling rig fleet of over 60 rigs, including approximately four rigs under construction. Its rig fleet includes approximately 10 drill ships, over 10 semisubmersible rigs, approximately three moored semisubmersible rigs and over 40 jackup rigs. Of its approximately 70 rigs, approximately 30 are located in the Middle East, Africa and Asia Pacific, over 20 are located in North and South America (including Brazil), and approximately 20 are located in Europe and the Mediterranean.