NABORS INDUSTRIES LTD. (NYSE:NBR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

NABORS INDUSTRIES LTD. (NYSE:NBR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02 Departure of Directors or Certain Officers;
election of Directors; Appointment of Certain Officers;
compensatory Arrangements of Certain Officers.

On December31, 2018, Nabors Industries Limited (Nabors Bermuda)
and Nabors Industries,Inc. (Nabors Delaware) entered into a sixth
amendment to the executive employment agreement with Anthony G.
Petrello, Chairman, President and Chief Executive Officer of each
of Nabors Bermuda and Nabors Delaware (the Petrello Amendment).
The Petrello Amendment provides for the following: (i)a reduction
of the annual rate of base salary payable under Mr.Petrellos
employment agreement from $1.75 million per year to $1.575
million per year for an interim period commencing as of the first
pay period for fiscal year 2019 and ending on the end of the last
pay period for fiscal year 2019; (ii)if Total Shareholder Return
is negative at the end of the Performance Period with respect to
a TSR Award, the number of shares that may vest with respect to
such TSR Award shall not exceed the number of shares that would
vest if the performance goals with respect to Total Shareholder
Return set forth in the applicable award agreement were achieved
at Target Performance; and (iii)any TSR Shares that remain
unvested at the time of a Change in Control shall become fully
vested upon such Change in Control as if the performance goals
with respect to Total Shareholder Return set forth in the
applicable award agreement were achieved at maximum levels.

Also on December31, 2018, Nabors Bermuda and Nabors Delaware
entered into a fifth amendment to the executive employment
agreement with William Restrepo, Chief Financial Officer of each
of Nabors Bermuda and Nabors Delaware (the Restrepo Amendment).
The Restrepo Amendment provides for the following: (i)if Total
Shareholder Return is negative at the end of the Performance
Period with respect to a TSR Award, the number of shares that may
vest with respect to such TSR Award shall not exceed the number
of shares that would vest if the performance goals with respect
to Total Shareholder Return set forth in the applicable award
agreement were achieved at Target Performance; and (ii)any TSR
Shares that remain unvested at the time of a Change in Control
shall become fully vested upon such Change in Control as if the
performance goals with respect to Total Shareholder Return set
forth in the applicable award agreement were achieved at maximum
levels.

Finally, also on December31, 2018, the Compensation Committee of
Nabors Bermuda (the Committee) approved a transaction to which
Mr.Petrello forfeited awards granted to him on January2, 2018,
consisting of an aggregate of 848,142 restricted shares having a
grant date fair value of approximately $4.0 million (calculated
using the Monte Carlo valuation method), which would have been
eligible to vest at the end of a three-year performance period
based on the relative total shareholder return of Nabors Bermuda
common shares as compared to a peer group of companies over such
period the (2018 TSR Shares). In exchange for such forfeiture,
Mr.Petrello received an award of 750 restricted shares, having a
grant date fair value of $1,500, that vests in equal installments
on the first three anniversaries of the date of grant.

The cap on the award of TSR Shares in the Amendments was in
response to shareholder comments regarding best governance
practices. Mr. Petrello initiated the exchange of his 2018 TSR
Shares with a grant date value of approximately $4.0 million for
$1,500 in time-based restricted shares to reduce his total
compensation for 2018. Additionally, as he has done in the past,
Mr. Petrello reduced his base salary as part of an initiative to
support cost reductions for 2019.

The descriptions above of the Petrello Amendment and the Restrepo
Amendment (together, the Amendments) are qualified in their
entirety by reference to the Amendments, which are attached
hereto as Exhibit10.1 and Exhibit10.2, respectively, and are
incorporated by reference herein. All capitalized terms used but
not defined in the foregoing descriptions of the Amendments have
the meanings given such terms in the respective employment
agreements, as amended, of Messrs.Petrello and Restrepo.

Item 9.01 Financial Statements and
Exhibits.

(d) Exhibits

ExhibitNo.

Description

10.1

Sixth Amendment to Executive Employment Agreement, dated
December31, 2018, among Nabors Industries Ltd., Nabors
Industries,Inc. and Anthony G. Petrello.

10.2

Fifth Amendment to Executive Employment Agreement, dated
December31, 2018, among Nabors Industries Ltd., Nabors
Industries,Inc. and William Restrepo.

NABORS INDUSTRIES LTD Exhibit
EX-10.1 2 a19-1210_1ex10d1.htm EX-10.1 Exhibit 10.1   SIXTH AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT   WHEREAS,…
To view the full exhibit click here

About NABORS INDUSTRIES LTD. (NYSE:NBR)

Nabors Industries Ltd. owns and operates a land-based drilling rig fleet in North America. The Company is a provider of offshore platform work over and drilling rigs. It conducts its Drilling & Rig Services business through four segments: U.S. Drilling, Canada Drilling, International Drilling and Rig Services. Its fleet of rigs and drilling-related equipment includes approximately 430 actively marketed rigs for land-based drilling operations in the United States, Canada and over 20 other countries throughout the world, and approximately 40 actively marketed rigs for offshore drilling operations in the United States and multiple international markets. It provides drilling technology and equipment, and well-site services, including engineering, transportation and disposal, construction, maintenance, well logging, directional drilling, rig instrumentation, data collection and other support services. In addition, it manufactures and leases or sells top drives and other rig equipment.

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