UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 17, 2010
Weatherford International Ltd.
(Exact name of registrant as specified in its charter)
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Switzerland
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001-34258
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98-0606750 |
(State or other jurisdiction of incorporation)
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Commission File Number
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(I.R.S. Employer Identification Number) |
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4-6 Rue Jean-François Bartholoni |
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1204 Geneva |
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Switzerland
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Not Applicable |
(Address of principal executive offices)
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(Zip Code) |
Registrants
telephone number, including area code: +41-22-816-1500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
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Compensatory Arrangements of Certain Officers. |
Amendment of Weatherford International Ltd. Supplemental Executive Retirement Plan
On March 17, 2010, the compensation committee (the Committee) of our board of directors
approved an amendment to our Supplemental Executive Retirement Plan (the Plan) to be effective on
March 31, 2010. The amendment will:
(a) prohibit any new participants in the Plan;
(b) freeze further benefit accruals under the Plan effective March 31, 2010 and replace those
accruals with a LIBOR-based accrual; and
(c) fix calculation of termination benefits as provided under Section 25(b) of the Plan and
prohibiting any participant from receiving retirement benefits (as defined in the Plan) under
Section 4 of the Plan.
The description of the amendment of the Plan in this Current Report on Form 8-K is a summary
and is qualified in its entirety by the terms of the amendment to the Plan (including the current
benefit accrual amounts set forth on Exhibit D of the amendment), a copy of which is attached as
Exhibit 10.1 and incorporated by reference into this Item 5.02.
Approval of New Form of Performance Unit Award Agreement
The Committee also has authorized new form grant agreement (the Grant Agreement) for awards
of performance units to officers under the Companys 2006 Omnibus Incentive Plan, as amended (the
2006 Plan). The Grant Agreement contains vesting provisions requiring the Company to meet
performance goals before awards will vest. The Grant Agreement form will be used from time to time
for grants to officers, in addition to current form agreements under the 2006 Plan, under which the
passage of time and continued employment with the Company caused the awards vest.
The description of the Grant Agreement in this Current Report on Form 8-K is a summary and is
qualified in its entirety by the terms of the Grant Agreement, a form of which is attached as
Exhibit 10.2 and incorporated by reference into this Item 5.02.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
WEATHERFORD INTERNATIONAL LTD.
By: /s/ JOSEPH C. HENRY
Name: Joseph C. Henry
Title: Vice President
March 23, 2010