Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On July 11, 2022, the Compensation Committee of the Board of Directors (the
"Compensation Committee") of NOV Inc. (the "Company") adopted a retirement
policy for equity awards (the "Equity Retirement Program"). The Equity
Retirement Program provides certain benefits to long-term employees to permit
such individuals to elect retirement, including (i) full or partial continued
vesting of certain equity awards, and (ii) an extended post-employment exercise
period for non-qualified stock options and stock appreciation rights. If the
award (i.e., restricted stock units or non-qualified stock options, etc.) was
granted at least twelve (12) months prior to the retirement date requested by
the employee, such awards will continue to vest based upon the original vesting
dates in the applicable award agreements. For grants that were issued less than
twelve (12) months prior to the retirement date requested by the employee, a
prorated amount of the award will continue to vest based on the number of full
calendar months between the grant date and such retirement date. Shares will be
held until the scheduled vesting date. The retiree will be required to agree to
certain post-employment restrictions, including non-competition and
non-solicitation covenants, in order to retain his or her equity. The Equity
Retirement Program applies to the 2022 equity awards and any future equity
awards granted to eligible employees.
On July 11, 2022, the Compensation Committee also authorized and directed the
Company to adopt an amendment to the Company's group health plan to provide
extended medical benefits for certain employees in the United States (the
"Retiree Medical Plan"), which outlines the circumstances under which an
employee who provides services in the United States will be eligible to receive
post-employment medical coverage until such individuals are eligible to receive
medical benefits under Medicare. Coverage will end for the retiree and their
dependents when the retiree turns age sixty-five (65) and becomes eligible to
participate in Medicare. Coverage will also end if the retiree is eligible or
becomes eligible to receive comprehensive medical coverage under another
employer's group health plan, the retiree provides services to a competitor of
the Company, or the retiree fails to pay the required premiums.
In order to participate in both the Equity Retirement Program and the Retiree
Medical Plan, the employee must attain at least sixty (60) years of age at the
time of retirement and must have completed at least ten (10) years of service
with the Company and completed five (5) consecutive years of employment prior to
retirement. Additionally, employees must obtain approval of their proposed
retirement date from the Company before they are eligible to participate.
The Company's named executive officers, including the Company's Chairman,
President and Chief Executive Officer, Clay C. Williams, are eligible to
participate in the Equity Retirement Program and the Retiree Medical Plan
(provided they satisfy the plan eligibility requirements). To the Company's
knowledge, none of the named executive officers have immediate plans to retire.
The plan document for the Equity Retirement Program has been included herewith
as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is provided as part of the information furnished under
Item 5.02 of this Current Report on Form 8-K:
10.1 NOV Inc. Retirement Policy for Equity Awards
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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