Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory
Arrangements of Certain
Officers.
Approval of Change in Control Severance Plan
OnNovember 17, 2020 , the Board of Directors (the "Board") ofWeatherford International plc (the "Company"), upon the recommendation of theCompensation and Human Resources Committee of the Board (the "Committee"), adopted theWeatherford International plc Change in Control Severance Plan (the "Plan"). The Plan will cover certain executive officers selected by the Committee and whose compensation is under the direct purview of the Committee, including our Chief Executive Officer,Girish K. Saligram , and our Chief Financial Officer,H. Keith Jennings . Executives who have existing change in control agreements, such asKarl Blanchard andStuart Fraser will remain subject to their existing agreements. Under the Plan, participants will receive severance payments and benefits if they experience a termination of employment by the Company without "Cause" or by the participant for "Good Reason" (each as defined in the Plan) in the 6 months prior to or 12 months following a "Change in Control" (as defined in the Plan). Upon such a termination, participants will be able to receive (i) an amount equal to two (for participants with a title of Executive Vice President or above, including Messrs. Saligram and Jennings) or one (for other participants) times the sum of (x) the higher of the participant's base salary in effect immediately prior to the Change in Control or the termination and (y) the participant's target bonus, (ii) a prorated target annual bonus for the year of termination, (iii) two or one year(s) of continued health and welfare benefits and (iv) up to 6 months of outplacement services. In order to participate in the Plan, participants must execute the Company's form Confidentiality and Restrictive Covenant Agreement, which provides for a 6-month post-termination non-competition covenant, 12-month post-termination non-solicitation of employees covenant and a perpetual non-disparagement covenant. The receipt of such severance payments and benefits is subject to the execution and non-revocation of a release of claims by the participant. The foregoing summary is qualified in its entirety by the Plan, which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference. Approval of Long-Term Cash Incentive Plan OnNovember 17, 2020 , the Board approved the form of award agreement for the long-term cash incentive award (an "LTCIP Award") under the Company's 2020 Long-Term Cash Incentive Plan (the "LTCIP"), which will be used for the LTCIP Awards to Messrs. Saligram and Jennings in the amounts set forth in their offer letters. For Messrs. Saligram and Jennings, the time-based portion of the award vests in equal installments on each ofDecember 31, 2020 , 2021 and 2022, and the performance-based portion of the award vests upon the achievement of specified performance goals. The award agreement also provides that the time-based portion of the LTCIP Award will vest earlier upon a "covered termination," which is defined as a termination without "cause", a resignation for "good reason" (as such terms are defined in the Company's Change in Control Severance Plan) or a termination due to death or disability. The foregoing summary is qualified in its entirety by the LTCIP Award, which is filed as Exhibit 10.2 to this Form 8-K and incorporated herein by reference. Approval of Forms of Award Agreement OnNovember 17, 2020 , the Board approved the forms of restricted share unit award agreement and performance share unit award agreement for senior executives under the Company's Amended and Restated 2019 Equity Incentive Plan. The foregoing summary is qualified in its entirety by the forms of award agreement, which are filed as Exhibits 10.3 and 10.4, respectively, to this Form 8-K and incorporated herein by reference. --------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 10.1 Weatherford International Change in Control Severance Plan 10.2 Form of Long-Term Cash Incentive Plan Award Agreement 10.3 Form of Restricted Share Unit Award Agreement 10.4 Form of Performance Share Unit Award Agreement 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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