PARKER DRILLING COMPANY (NYSE:PKD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
PARKER DRILLING COMPANY (NYSE:PKD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On July 11, 2019, Gary G. Rich, President and Chief Executive Officer of Parker Drilling Company (the “Company”) and a member of the Company’s Board of Directors (the “Board”), entered into a transition and separation agreement (the “Agreement”) with the Company and Parker Drilling Management Services Ltd. (“Parker Services”), which replaces and supersedes Mr. Rich’s Employment Agreement, dated as of March 26, 2019. to the Agreement, Mr. Rich will retire from his positions as President and Chief Executive Officer of the Company, member of the Board, and any other positions or offices he holds with the Company and/or any of its subsidiaries or affiliates, on the earlier of December 31, 2019 (the “Scheduled End Date”) or the date of his termination (the earlier of such dates being the “Separation Date”).
The Agreement provides that Mr. Rich will continue to serve as Chief Executive Officer and President of the Company until the Separation Date. to the Agreement and subject to the terms and conditions set forth therein, upon termination of employment for any reason on or prior to the Scheduled End Date, Mr. Rich is entitled to receive accrued and unpaid base salary and vacation pay through the Separation Date and reimbursement of business expenses incurred prior to Separation Date (the “Accrued Benefits”).
In addition to the Accrued Benefits, subject to the terms and conditions of the Agreement, if (i) Mr. Rich’s employment is terminated by the Company without Cause (as defined in the Agreement) (other than due to death or disability) prior to the Scheduled End Date or (ii) Mr. Rich’s employment terminates as a result of the expiration of the term on the Scheduled End Date (each, a “Qualifying Termination”), in each case, subject to Mr. Rich’s continued compliance with certain restrictive covenants (including, but not limited to, non-competition and non-solicitation covenants that apply during the 1-year period following the termination of his employment, a non-recruitment covenant that applies during the 2-year period following the termination of his employment and a confidentiality covenant) and the Company’s receipt of an effective release and waiver of claims from Mr. Rich, Mr. Rich is entitled to receive the following separation benefits:
Subject to the terms and conditions contained in the Agreement, in the event of a Qualifying Termination, if within six (6) months of the Termination Date the Company enters into a binding transaction agreement to merge or consolidate the Company into or with another person or entity (other than Brigade Capital Management, LP, Värde Partners, Inc. and/or any of their respective affiliates), in which the stockholders of the Company immediately prior to such transaction would own, in the aggregate, less than 50% of the total combined voting power of all classes of capital stock of the surviving entity entitled to vote for the election of directors of the surviving entity so long as such transaction is consummated, Mr. Rich shall receive a cash payment of $1.5 million from the Company.
The foregoing summary is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On July 15, 2019, the Company issued a press release relating to the foregoing. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any filings made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is furnished herewith:
PARKER DRILLING CO /DE/ Exhibit
EX-10.1 2 transitionandseparationagmt.htm EXHIBIT 10.1 Exhibit TRANSITION AND SEPARATION AGREEMENTTHIS TRANSITION AND SEPARATION AGREEMENT (this “Agreement”),…
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EX-10.1 2 transitionandseparationagmt.htm EXHIBIT 10.1 Exhibit TRANSITION AND SEPARATION AGREEMENTTHIS TRANSITION AND SEPARATION AGREEMENT (this “Agreement”),…
To view the full exhibit click
hereAbout PARKER DRILLING COMPANY (NYSE:PKD)
Parker Drilling Company (Parker Drilling) is a provider of contract drilling, and drilling-related services and rental tools. The Company’s business consists of two business lines: drilling services and rental tools services. Its Rental Tools Services business includes its Rental Tools segment, and its Drilling Services business includes its U.S. (Lower 48) Drilling, and International & Alaska Drilling segments. The Company’s U.S. (Lower 48) Drilling segment provides drilling services with its Gulf of Mexico barge drilling rig fleet and through U.S. (Lower 48) based O&M services. Its International & Alaska Drilling segment provides drilling services, with Company-owned rigs, as well as through O&M contracts, and project related services. In its Rental Tools Services business, it provides rental equipment and services to exploration and production (E&P) companies, drilling contractors and service companies on land and offshore in the United States and select international markets.
