Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 9, 2021, A. Patrick Bernard, a named executive officer of Superior
Energy Services, Inc. (the "Company"), and the Company mutually agreed that
Mr. Bernard will retire from his position as the Company's Executive Vice
President, effective March 31, 2023. On September 9, 2021, Mr. Bernard was also
assigned to serve as President of the Company's International segment in
connection with the transitioning of Mr. Bernard's duties, in accordance with
the terms of the Transition and Retirement Agreement (as defined below).
In connection with his retirement, Mr. Bernard entered into a Transition and
Retirement Agreement with the Company on September 9, 2021 (the "Transition and
Retirement Agreement"), which was approved by the Board of Directors of the
Company. Pursuant to the terms of the Transition and Retirement Agreement,
Mr. Bernard will continue to serve with the Company through the first to occur
of March 31, 2023 or his earlier termination of employment. Mr. Bernard's
separation from the Company will deemed to be a termination without Cause under
section 5(a)(iv) of his employment agreement with the Company, effective
June 15, 2013 ("Employment Agreement"), a composite form of which was previously
filed with the Securities and Exchange Commission ("SEC") and is incorporated
herein by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K,
filed with the SEC on December 18, 2012. Between September 9, 2021 and March 31,
2023, Mr. Bernard will be paid an amount based on his current annualized base
salary of $400,000 (increased as of July 1, 2021 from his previous base of
$302,400) bi-weekly, and Mr. Bernard and his family will remain eligible for
continued participation in all medical and other welfare benefit plans generally
available to the Company's executive officers. Following March 31, 2023 (or
earlier retirement date, if applicable), pursuant to governing law and
independent of the Transition and Retirement Agreement, Mr. Bernard may elect
COBRA benefit continuation coverage.
Unless earlier terminated, on March 31, 2023, Mr. Bernard will be entitled to,
among other things, the severance payments set forth in section 6(c) of his
Employment Agreement. Mr. Bernard's severance payments include a payment equal
to two times the sum of the applicable base salary then in effect and the
applicable target bonus in the Company's annual incentive plan for that fiscal
year. Under the terms of the Transition and Retirement Agreement, Mr. Bernard
has agreed to release the Company from various claims and agrees not to sue the
Company for those claims, subject to certain exceptions required by applicable
law.
If Mr. Bernard resigns or is terminated for Cause or breach of the Transition
and Retirement Agreement, in each case prior to March 31, 2023, Mr. Bernard's
employment with the Company will terminate as of such date, and he will not be
entitled to receive the severance payments and benefits provided under his
Employment Agreement.
The foregoing description of the Transition and Retirement Agreement is
qualified in its entirety by reference to the full text of the Transition and
Retirement Agreement, which is filed herewith as Exhibit 10.1 and incorporated
by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Transition and Retirement Agreement between A. Patrick Bernard and
Superior Energy Services, Inc., dated September 9, 2021.
104 CoverPage Interactive Data File (embedded within the Inline XBRL
document).
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