Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory
Arrangements of Certain
Officers.
Appointment of Chief Accounting Officer
Weatherford International plc (the "Company") announced the appointment of Mr.Desmond Mills as Vice President and Chief Accounting Officer ("CAO"), and principal accounting officer, effectiveApril 15, 2021 . Prior to joining the Company,Mr. Mills , 48, was with Caterpillar Inc. where he most recently served as Segment Compliance Manager ofConstruction Industries and previously served in roles of increasing responsibility including, Finance Director of CaterpillarBrazil and Division Chief Financial Officer of theIntegrated Components Services Division .
In connection with
1.annual base salary of$325,000 ; 2.eligibility to participate in the Company's Short-Term Incentive Plan with a target bonus of 60% of his annual base salary; 3.a long-term cash incentive award with a grant date ofApril 15, 2021 , subject to the terms and conditions of the Company's Amended and Restated 2019 Equity Incentive Plan and the award agreements thereunder, as set forth below: (i)22,648 in Phantom RSUs vesting in two equal annual installments from the date of grant and subject to a maximum cash payout of$260,000 in the event of a cash settlement under the terms of the award agreement; and (ii)30,879 in RSUs vesting in two equal annual installments from the date of grant; and (iii)15,439 in PSUs; awards may be earned between 0% and 200% of the target award based on achievement of performance goals and will vest following the completion of a two-year performance period.Mr. Mills will be covered under the Company's Change of Control Policy which provides that, upon a qualifying termination of employment following a change in control transaction, he would receive, subject to a release of claims, severance benefits equal to one times base salary and bonus, continued health care benefits, outplacement services and certain other benefits. Absent a change in control transaction,Mr. Mills will be eligible to receive severance benefits in the event of a termination without cause within 12 months of commencement of his employment in the amount of 12 months of his annual base salary. After the first anniversary ofMr. Mills' commencement of employment, he will be eligible to receive severance benefits in the event of a termination without cause in the amount of 6 months of his annual base salary.Mr. Mills will be eligible for relocation and other benefits in accordance with the Company's standard plans and polices. In addition, the Company and one of its primary subsidiaries will enter into customary officer indemnification agreements (deeds of indemnity) withMr. Mills . There are no arrangements or understandings betweenMr. Mills and any other persons pursuant to whichMr. Mills was selected to act as the Chief Accounting Officer of the Company.Mr. Mills does not have any family relationships subject to disclosure under Item 401(d) of Regulation S-K or any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. --------------------------------------------------------------------------------
Item 8.01 Other Events.
Reclassification of Departure of
The Company previously reported onJune 8, 2020 thatChristina M. Ibrahim , its former Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary, had left the Company and was entitled to certain termination "without cause" benefits and compensation under the Company's pre-existing compensation plans and applicable policies and related agreements. OnDecember 15, 2020 , the Company reported that it had determined thatMs. Ibrahim's termination (reported onJune 8, 2020 ) was a "for cause" termination.Ms. Ibrahim disputed this determination. The Company andMs. Ibrahim have settled all of their disputed matters and, as part of their settlement, the Company has decided to reclassifyMs. Ibrahim's separation as "without cause" under the terms of herMay 4, 2015 Change in Control Agreement and the Company's pre-existing compensation plans and applicable policies and related agreements. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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