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): September 30, 2008
McDERMOTT INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
REPUBLIC OF PANAMA 001-08430 72-0593134
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
777 N. Eldridge Parkway, Houston, Texas 77079
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (281) 870-5901
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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:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with Mr. Wilkinson's resignation as our Chief Executive
Officer, Mr. Wilkinson entered into a Separation Agreement with our subsidiary,
McDermott Incorporated, on September 30, 2008. Under the terms of the Separation
Agreement, Mr. Wilkinson will provide general advisory services in connection
with his separation for a period of 24 months following his resignation. Mr.
Wilkinson will receive (a) a conditional pro-rated bonus payment for 2008 in an
amount that will depend on the 2008 bonus generally paid to other employees
under our EICP; (b) continued vesting of his outstanding equity awards through
September 30, 2010; and (c) accelerated vesting of the unvested portion of his
Supplemental Executive Retirement Plan ("SERP") account. Based on the vesting
schedule of his existing equity awards, Mr. Wilkinson will vest in the following
amounts and awards through September 30, 2010: 42,132 shares of deferred stock
units and, depending on the performance of the company, between 90,000 and
174,000 shares of performance shares. The value of the accelerated portion of
Mr. Wilkinson's SERP account as of September 30, 2008, is $362,643.08. The
Separation Agreement also includes a covenant not to compete and a release of
claims by Mr. Wilkinson, as described therein. A copy of the Separation
Agreement is attached as Exhibit 10.1 hereto and is incorporated herein by
reference.
On October 1, 2008, Mr. Wilkinson also entered into a Consultancy
Agreement with McDermott Incorporated, under which Mr. Wilkinson will provide
consulting services to assist the Board, our Chief Executive Officer and our
leadership team with successful business continuity following his departure for
a period of up to one year. Under the Consultancy Agreement, Mr. Wilkinson will
receive a lump-sum payment of $2,000,000.00 and a series of consulting payments
of (a) $31,250.00 per month for a specified initial period and (b) a $2,900 per
diem (i) for each partial or full day of service in excess of 10 days of service
during each month of such initial period and (ii) for each partial or full day
of service during the remaining term following such initial period. A copy of
the Consultancy Agreement is attached as Exhibit 10.2 hereto and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Separation Agreement
10.2 Consultancy Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
McDERMOTT INTERNATIONAL, INC.
By: /s/Dennis S. Baldwin
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Dennis S. Baldwin
Vice President and Chief Accounting Officer
October 6, 2008