Item 1.01 Entry into a Material Definitive Agreement.
The description of the employment agreement between NOW Inc. (the "Company") and
Richard Alario is incorporated by reference into this Item 1.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As previously disclosed, on November 1, 2019, the Board of Directors (the
"Board") of the Company appointed Richard Alario, a member of the Board, to
serve as the Company's interim Chief Executive Officer. On November 20, 2019,
the Company entered into an employment agreement effective as of November 1,
2019 with Mr. Alario in connection with his service as interim Chief Executive
Officer. Under the agreement, he is entitled to receive an annual base salary of
$850,000 and also receives a housing allowance of $4,000 per month due to the
fact that Mr. Alario's permanent residence is not in Houston, Texas. Mr. Alario
is not eligible for the Company's annual bonus plan, but may receive incentive
awards in the discretion of the Board, such as the award of 208,877 shares of
phantom stock which were awarded to Mr. Alario in connection with the execution
of the employment agreement. There are no severance payments contemplated under
the agreement. Mr. Alario is also subject to various Company policies regarding
invention assignment, confidentiality, business ethics, insider trading and
related matters.
The foregoing description of Mr. Alario's employment agreement is qualified in
its entirety by reference to the full text of the employment agreement which is
filed with this Current Report on Form 8-K as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Employment Agreement between the Company and Richard Alario.*
10.2 Phantom Share Agreement between the Company and Richard Alario. *
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed herewith.
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