-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ICk7kehKebOAV/M+ArJ84mHoCa9CDxHPgRhOSMEaWq2Incm1ArfmWREAiRFg0aLP s/7zL/C7+srCJIl0euW8PA== 0000950129-05-012368.txt : 20051230 0000950129-05-012368.hdr.sgml : 20051230 20051230120510 ACCESSION NUMBER: 0000950129-05-012368 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051229 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051230 DATE AS OF CHANGE: 20051230 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NABORS INDUSTRIES LTD CENTRAL INDEX KEY: 0001163739 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 980363970 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32657 FILM NUMBER: 051293450 BUSINESS ADDRESS: STREET 1: 2ND FLOOR INT'L TRADING CENTER STREET 2: WARRENS, P.O. BOX 905E CITY: ST. MICHAEL BARBADOS STATE: D0 ZIP: 0000 BUSINESS PHONE: 2464219471 MAIL ADDRESS: STREET 1: 2ND FLOOR INT'L TRADING CENTER STREET 2: WARRENS, P.O. BOX 905E CITY: ST. MICHAEL BARBADOS STATE: D0 ZIP: 0000 8-K 1 h31630e8vk.txt NABORS INDUSTRIES LTD. 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) DECEMBER 29, 2005 NABORS INDUSTRIES LTD. (Exact name of registrant as specified in its charter) BERMUDA 000-49887 980363970 (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation or Organization) File Number) Identification No.) MINTFLOWER PLACE 8 PAR-LA-VILLE ROAD HAMILTON, HM08 BERMUDA N/A (Address of principal executive offices) (Zip Code) (441) 292-1510 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report.) 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)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Eugene M. Isenberg On December 29, 2005, Nabors Industries, Inc. and Nabors Industries Ltd. (collectively, the "Company) and Mr. Isenberg amended Mr. Isenberg's employment agreement. The amendment eliminates Mr. Isenberg's ability to elect to receive a cash payment from the Company for the value of his appreciated stock options without the consent of the Compensation Committee of the Board of Directors in the event of a change in control of the Company. The amendment was made to eliminate the requirement to record a liability related to the affected options as of January 1, 2006, based on the requirements of Statement of Financial Accounting Standards (SFAS) No. 123R, "Share-Based Payment". SFAS 123R requires that the fair value of options be recognized as a liability whenever a company can be required under any circumstance to settle options by transferring cash or other assets. Anthony G. Petrello On December 29, 2005, the Company and Mr. Petrello amended Mr. Petrello's employment agreement. The amendment eliminates Mr. Petrello's ability to elect to receive a cash payment from the Company for the value of his appreciated stock options without the consent of the Compensation Committee of the Board of Directors in the event of a change in control of the Company. The amendment was made to eliminate the requirement to record a liability related to the affected options as of January 1, 2006, based on the requirements of SFAS No. 123R, "Share-Based Payment". SFAS 123R requires that the fair value of options be recognized as a liability whenever a company can be required under any circumstance to settle options by transferring cash or other assets. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits. *10.01 Third Amendment to Amended and Restated Employment Agreement between Nabors Industries, Inc., Nabors Industries Ltd. and Eugene M. Isenberg dated as of December 29, 2005. *10.02 Third Amendment to Amended and Restated Employment Agreement between Nabors Industries, Inc., Nabors Industries Ltd. and Anthony G. Petrello dated as of December 29, 2005. - ----------------------- * filed herewith SIGNATURE 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 hereunto duly authorized. NABORS INDUSTRIES LTD. Date: December 30, 2005 By: /s/ Daniel McLachlin ----------------------------------------- Daniel McLachlin Vice President-Administration & Secretary EXHIBIT INDEX NUMBER EXHIBIT - ------ ------- 10.01 Third Amendment to Amended and Restated Employment Agreement between Nabors Industries, Inc., Nabors Industries Ltd. and Eugene M. Isenberg dated as of December 29, 2005. 10.02 Third Amendment to Amended and Restated Employment Agreement between Nabors Industries, Inc., Nabors Industries Ltd. and Anthony G. Petrello dated as of December 29, 2005. EX-10.01 2 h31630exv10w01.txt THIRD AMENDMENT TO EMPLOYMENT AGREEMENT - EUGENE M. ISENBERG EXHIBIT 10.01 THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Third Amendment to Amended and Restated Employment Agreement (this "Amendment"), dated as of the 29th day of December, 2005, is entered into by and among Nabors Industries, Inc. ("Nabors Delaware"), Nabors Industries Ltd. ("Nabors Bermuda" and together with Nabors Delaware, "Nabors"), and Eugene M. Isenberg ("Executive"). Nabors Delaware, Nabors Bermuda and Executive are referred to herein individually as a "Party" and collectively as the "Parties." Capitalized terms not otherwise defined in this Amendment shall have the meaning set forth in the Employment Agreement (as defined below). WHEREAS, Executive and Nabors Delaware entered into that certain Employment Agreement effective as of October 1, 1996 (as amended on June 24, 2002 and July 17, 2002, collectively, the "Employment Agreement"); and WHEREAS, Executive and Nabors desire to further amend the Employment Agreement. NOW, THEREFORE, in consideration of the premises and mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: Section 1. Amendment to Section 12(b)(viii) of the Employment Agreement. Executive hereby irrevocably waives any rights that he may have prior to the execution of this Amendment under Section 12(b)(viii) of the Employment Agreement with respect to the cash settlement of certain stock options, and the Parties hereby agree that Section 12(b)(viii) of the Employment Agreement is hereby amended to add the following paragraph to the end of Section 12(b)(viii): "Notwithstanding anything to the contrary in this Section 12(b)(viii), Executive shall not be entitled to any cash payment pursuant to an election by Executive in the event of a Change in Control (as described above) or in the event Executive is entitled to reload options (as described above) unless such election is approved by the Compensation Committee of the Board of Directors of Nabors Bermuda, in its sole discretion, in connection with the Change in Control. This requirement for Compensation Committee approval shall not restrict or diminish in any manner the rights of Executive to exercise outstanding stock options pursuant to the terms of such stock options, the rights to receive or exercise reload options, or any rights of Executive to receive an amount of cash constituting an "excess parachute payment" (as described above) or to be granted additional options immediately exercisable for five years (as described above)." Section 2. Miscellaneous. (a) This Amendment may be amended or modified only by a written instrument executed by the Parties hereto. (b) Except as expressly stated in this Amendment, the Parties acknowledge and agree that the Employment Agreement shall remain in full force and effect in accordance with its terms without any amendment, modification or waiver thereto. (c) This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (d) This Amendment and the Employment Agreement embodies the entire agreement and understanding of the Parties hereto in respect of the subject matter hereof. IN WITNESS WHEREOF, the undersigned has executed this Agreement effective as of the date first above written. NABORS INDUSTRIES, INC. By: /s/ Bruce P. Koch -------------------------------------------- Name: Bruce P. Koch Title: Vice President -- Finance & CFO Date: 12/29/05 NABORS INDUSTRIES LTD. By: /s/ Daniel McLachlin -------------------------------------------- Name: Daniel McLachlin Title: Vice-President/Administration & Secretary Date: December 29, 2005 EUGENE M. ISENBERG /s/ Eugene M. Isenberg -------------------------------------------------- Date: 29 Dec 05 EX-10.02 3 h31630exv10w02.txt THIRD AMENDMENT TO EMPLOYMENT AGREEMENT - ANTHONY G. PETRELLO EXHIBIT 10.02 THIRD AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Third Amendment to Amended and Restated Employment Agreement (this "Amendment"), dated as of the 29th day of December, 2005, is entered into by and among Nabors Industries, Inc. ("Nabors Delaware"), Nabors Industries Ltd. ("Nabors Bermuda" and together with Nabors Delaware, "Nabors"), and Anthony G. Petrello ("Executive"). Nabors Delaware, Nabors Bermuda and Executive are referred to herein individually as a "Party" and collectively as the "Parties." Capitalized terms not otherwise defined in this Amendment shall have the meaning set forth in the Employment Agreement (as defined below). WHEREAS, Executive and Nabors Delaware entered into that certain Employment Agreement effective as of October 1, 1996 (as amended on June 24, 2002 and July 17, 2002, collectively, the "Employment Agreement"); and WHEREAS, Executive and Nabors desire to further amend the Employment Agreement. NOW, THEREFORE, in consideration of the premises and mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: Section 1. Amendment to Section 12(b)(viii) of the Employment Agreement. Executive hereby irrevocably waives any rights that he may have prior to the execution of this Amendment under Section 12(b)(viii) of the Employment Agreement with respect to the cash settlement of certain stock options, and the Parties hereby agree that Section 12(b)(viii) of the Employment Agreement is hereby amended to add the following paragraph to the end of Section 12(b)(viii): "Notwithstanding anything to the contrary in this Section 12(b)(viii), Executive shall not be entitled to any cash payment pursuant to an election by Executive in the event of a Change in Control (as described above) or in the event Executive is entitled to reload options (as described above) unless such election is approved by the Compensation Committee of the Board of Directors of Nabors Bermuda, in its sole discretion, in connection with the Change in Control. This requirement for Compensation Committee approval shall not restrict or diminish in any manner the rights of Executive to exercise outstanding stock options pursuant to the terms of such stock options, the rights to receive or exercise reload options, or any rights of Executive to receive an amount of cash constituting an "excess parachute payment" (as described above) or to be granted additional options immediately exercisable for five years (as described above)." Section 2. Miscellaneous. (a) This Amendment may be amended or modified only by a written instrument executed by the Parties hereto. (b) Except as expressly stated in this Amendment, the Parties acknowledge and agree that the Employment Agreement shall remain in full force and effect in accordance with its terms without any amendment, modification or waiver thereto. (c) This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (d) This Amendment and the Employment Agreement embodies the entire agreement and understanding of the Parties hereto in respect of the subject matter hereof. IN WITNESS WHEREOF, the undersigned has executed this Agreement effective as of the date first above written. NABORS INDUSTRIES, INC. By: /s/ Bruce P. Koch -------------------------------------------- Name: Bruce P. Koch Title: Vice President -- Finance & CFO Date: 12/29/05 NABORS INDUSTRIES LTD. By: /s/ Daniel McLachlin -------------------------------------------- Name: Daniel McLachlin Title: Vice-President/Administration & Secretary Date: December 29, 2005 ANTHONY G. PETRELLO /s/ Anthony G. Petrello -------------------------------------------------- Date: 12/29/05 -----END PRIVACY-ENHANCED MESSAGE-----