Paragon Offshore plc (NASDAQ:PGNPQ) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b)

Departure of President and Chief Executive Officer and Director

Effective November 9, 2016, Randall D. Stilley was no longer
serving as President and Chief Executive Officer of Paragon
Offshore plc (the Company). In addition, effective November 9,
2016, Mr. Stilley was no longer a member of the Board.>

Departure of Chief Financial Officer

Effective November 9, 2016, Steven A. Manz was no longer serving
as Chief Financial Officer of the Company.

(c)

Appointment of Interim President and Chief Executive Officer

On November 9, 2016, the board of directors (the Board) of the
Company appointed Dean E. Taylor to serve as interim President
and Chief Executive Officer. Mr. Taylor, age 67, has served as a
member of the Board and as the chairperson of the Boards
Nominating and Corporate Governance Committee since the Companys
founding in 2014. He previously served in a variety of roles at
Tidewater Inc. from 1978 through 2012, including Chief Executive
Officer and Chairman of the Board. Tidewater, Inc. is a global
provider of offshore service vessels to the energy industry. Mr.
Taylor also serves on the board of directors of the American
Bureau of Shipping and has previously served on the boards of
Trican Well Service Ltd. and Whitney Holding Corporation. While
serving as interim President and Chief Executive Officer, Mr.
Taylor will remain on the Board but concurrently with his
appointment as such, he resigned from his position on the Boards
Nominating and Corporate Governance Committee and the Boards
Compensation Committee.

In connection with Mr. Taylors appointment as interim President
and Chief Executive Officer of the Company, as of November 9,
2016, Paragon Offshore Services LLC (a subsidiary of the Company
who is not a debtor in the Companys previously announced chapter
11 cases), and Mr. Taylor entered into an Employment Letter (the
Employment Letter) that, among other things, provides that Mr.
Taylor will be paid a base salary of $800,000 per annum for his
services and a one-time success bonus of $800,000 (the Success
Bonus) if Mr. Taylor is employed on the date of a Triggering
Event. A Triggering Event shall occur upon the earlier of (a) the
effective date of a plan of reorganization under chapter 11 of
title 11 of the United States Code (the Bankruptcy Code) that is
confirmed with respect to the Company; (b) the closing date of a
sale of all or substantially all of the assets of the Paragon
Debtors (as defined below), or a majority of the outstanding
stock of the Company, in each case in one or more transactions
under section 363 of the Bankruptcy Code; or (c) conversion of
the chapter 11 cases of any of the Paragon Debtors holding all or
substantially all of the assets of the Company and its affiliates
to a bankruptcy case under chapter 7 of the Bankruptcy
Code.>The Paragon Debtors are the Company and its affiliates
that filed for bankruptcy protection under chapter 11 of the
Bankruptcy Code, whose bankruptcy cases are currently pending in
the United States Bankruptcy Court for the District of Delaware
and jointly administered in Case No. 16-10386. If Mr. Taylor is
terminated without Cause (as defined in the Employment Letter)
(x) prior to February 9, 2017 and a Triggering Event occurs
within three (3) months of such termination or (y) on or after
February 9, 2017 and a Triggering Event occurs within six (6)
months of such termination, he will be entitled to the Success
Bonus notwithstanding such termination provided that he executes
and does not revoke a general release in a form provided by
Paragon Offshore Services LLC. There are no other arrangements or
understandings between Mr. Taylor and any

other persons to which he was selected as interim President and
Chief Executive Officer other than the Employment Letter. There
are no family relationships between Mr. Taylor and any director
or executive officer of the Company.

The foregoing summary of the Employment Letter is qualified in
its entirety by reference to the text of the Employment Letter,
which is filed hereto as Exhibit 10.1>and is incorporated
herein by reference.

Appointment of Interim Chief Financial Officer

On November 9, 2016, the Board appointed Lee M. Ahlstrom to serve
as interim Chief Financial Officer.>Mr. Ahlstrom, aged 48, has
served as Senior Vice President of Investor Relations, Strategy
and Planning of the Company since its founding in 2014. Mr.
Ahlstrom has more than 20 years of experience in the oil and gas
industry. Prior to his role at the Company, he served as Senior
Vice President – Strategic Development and Vice President of
Investor Relations and Planning of Noble Corporation. Prior to
joining Noble, Mr. Ahlstrom held various management positions at
UNOCAL Corporation and was an Engagement Manager with McKinsey
Company. Mr. Ahlstrom began his career with Exxon, where he held
a variety of surface and subsurface engineering positions. Mr.
Ahlstrom serves on the board of directors for the National
Investor Relations Institute (NIRI) and holds NIRIs Investor
Relations Charter (IRC) credential.>There are no other
arrangements or understandings between Mr. Ahlstrom and any other
persons to which he was selected as interim Chief Financial
Officer. There are no family relationships between Mr. Ahlstrom
and any director or executive officer of the Company.