8-K

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) February 2, 2012

NABORS INDUSTRIES LTD.

(Exact name of registrant as specified in its charter)

Bermuda	001-32657	98-0363970
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
Crown House 4 Par-la-Ville Road Second Floor 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.

Item 1.02 Termination of a Material Definitive Agreement.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 28, 2011, Nabors Industries Ltd. (the “Company”) filed a current report on Form 8-K indicating our intention to record a $100 million contingent liability, to be reflected in our fourth-quarter results and year-end financial statements, in connection with the appointment of a new chief executive officer and stemming from the provisions of our employment agreement with Eugene M. Isenberg, who had served as Chief Executive Officer since 1987. Although he remained the Chairman of the Board of Directors, the change in status could have permitted Mr. Isenberg to terminate the employment agreement due to constructive termination and receive a termination payment in the amount of $100 million, together with certain other benefits.

On February 2, 2012, the Company and Nabors Industries, Inc. (“Nabors Delaware”) entered into an agreement with Mr. Isenberg, effective December 31, 2011, pursuant to which:

• Mr. Isenberg voluntarily terminates both his employment with the Company and his Employment Agreement, and forgoes any right to payment in connection with such termination, including the $100 million discussed above;

• Mr. Isenberg will continue as Chairman of the Board, but will not stand for reelection as a director when his term expires in June 2012; at that time, he will be appointed Chairman Emeritus for a three-year term, which will be extended for additional one-year terms unless terminated by him or by the Company, and receive cash compensation equal to other nonemployee directors;

• Nabors Delaware will pay $6,600,000 into an escrow account, which will bear interest at the guaranteed rate of 6% per annum and will be distributed either to Mr. Isenberg’s estate or to the trustees of his revocable trust;

• Mr. Isenberg ceases participation in the Company’s benefit plans and forfeits any benefits available to him thereunder (including forfeiture of the balance in his deferred bonus account), except as stated below or otherwise required by law:

• he and his spouse continue to participate in medical, dental and life insurance coverage until either receives equivalent coverage and benefits under the plans and programs of a subsequent employer or their death;

• he remains entitled to distribution of vested account balances in the Company’s 401(k) plan and its Deferred Compensation Plan; and

• he retains certain benefits under the split-dollar life insurance agreements in effect between him and Nabors Delaware.

• all of Mr. Isenberg’s stock option and restricted stock awards were already fully vested and remain subject to the applicable plans and agreements governing them; and

• Mr. Isenberg waives all claims or other liabilities related to the Employment Agreement or his termination of employment, and the Company waives certain claims against Mr. Isenberg.

The foregoing discussion is qualified in its entirety by reference to the agreement, a copy of which is filed as Exhibit 99.1 hereto and incorporated by reference.

On February 6, 2012, we issued a press release announcing the agreement, termination of the employment agreement and forfeiture of the $100 million payment. We also announced that we are reviewing our previously announced plans to record a $100 million contingent liability in the fourth quarter. A copy of the press release is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Agreement
99.2	Press Release

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: February 6, 2012	By:	/s/ Mark D. Andrews
		Mark D. Andrews
		Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Agreement
99.2	Press Release

EX-99.1

Exhibit 99.1

AGREEMENT

This Agreement (this “Agreement”) is made this 2nd day of February, 2012 by and between Eugene M. Isenberg (“Executive”), Nabors Industries Ltd. (“Nabors Bermuda”) and Nabors Industries, Inc. (“Nabors Delaware”). Nabors Bermuda and Nabors Delaware are collectively referred to herein as “the Company”. This Agreement is made with the approval of the Boards of Directors of the Company.

WHEREAS, the parties entered into that certain Executive Employment Agreement effective as of April 1, 2009 (as amended on June 29, 2009 and December 28, 2009, collectively, the “Employment Agreement”). In consideration of the terms, covenants and conditions set forth in this Agreement, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Termination Date – Executive voluntarily resigns and terminates both his employment with the Company and the Employment Agreement at the close of business on December 31, 2011 (“Termination Date”). The Company accepts Executive’s resignation and termination of the Employment Agreement effective on the Termination Date. However, Executive does not resign as a director or Chairman of Nabors Bermuda. He shall remain as director and Chairman until the end of the current director’s term in June 2012. Commencing at the end of the term, Executive shall be named by the Board of Directors of Nabors Bermuda as Chairman Emeritus for a three-year term that shall be automatically extended for one year on each anniversary thereof until terminated by Executive or the Company. In that capacity he shall serve as a goodwill ambassador for the company and shall receive a cash payment for his services at the same level as the outside directors of the Company. In the sole discretion of the Board of Directors of Nabors Bermuda, for serving as Chairman Emeritus and a goodwill ambassador, Executive may receive additional compensation and benefits.

2. Termination Payment – Nabors Delaware will pay $6,600,000 into an escrow account, which shall remain subject to the claims of the creditors of Nabors Delaware and which will bear interest at the guaranteed rate of 6% per annum compounded daily and will be distributed upon the death of Executive either to Executive’s estate or to the trustees of Executive’s revocable trust (“Termination Payment”). Executive understands and agrees that the Termination Payment is not something to which Executive is otherwise entitled, but is solely in consideration of and in return for the settlement and waiver of rights, claims and causes of action contained in this Agreement.

3. Benefit Plans – The parties agree and acknowledge that, effective as of the Termination Date, all benefit plans to which Executive is a party relative to any of the operations of the Company shall no longer be applicable to Executive and any benefits available to him shall terminate and be forfeited, except as stated below or as required by the laws of the United States or the State of Delaware.

(a) Nabors Industries Group Medical, Dental and Life Coverage—Executive and his spouse shall continue to participate in medical, dental and life insurance coverage

until Executive or his spouse receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis) or death of the later of Executive or his spouse.

(b) Nabors Industries Retirement Savings Plan (the “Retirement Savings Plan”) – Executive’s entitlement to a distribution with respect to vested account balances will be determined in accordance with the terms of the Retirement Savings Plan. Executive may contact Merrill Lynch directly at 800.228.4015 or www.benefits.ml.com if Executive elects to receive a distribution; however, Merrill Lynch will not process the distribution until 45 days following Termination Date. Final distribution checks will be issued as soon as administratively practicable thereafter.

(c) Nabors Industries Non-Qualified Deferred Compensation Plan (the “Deferred Compensation Plan”) – Executive is entitled to a distribution of benefits, if any, in accordance with the terms of the Deferred Compensation Plan.

(d) Split-Dollar Life Insurance Policies – For purposes of the split-dollar life insurance agreements in effect between Nabors Delaware and Executive, the parties agree that Executive’s termination of employment shall be considered a termination under §7(d) of those agreements.

(e) Other Benefits and Perquisites – Executive shall continue to receive benefits pursuant to Section 3.2(a) and (d) of the Employment Agreement for himself and his spouse.

4. Equity Awards—All stock option awards and restricted stock awards held by Executive were fully vested as of the Termination Date. All stock option awards shall be governed by the applicable stock plans and agreements governing the awards.

5. Waiver of Claims and Covenant Not To Sue by Executive—Executive for himself, his heirs, executors, successors, administrators and assigns, with respect to the Company, its officers, shareholders, directors, and assigns, and all other persons, firms, partnerships, or corporations in control of, under the direction of, or in any way presently or formerly associated with the Company (collectively, “Company Affiliates”) hereby waives all claims, causes of action, (including without limitation accrued vacation pay if any) or other liabilities of any kind or character, arising from or in any way connected with or related to the Employment Agreement (other than the compensation and benefits provided for or referenced in this Agreement), and/or Executive’s termination of employment with the Company or any Company Affiliate, except as to any lawsuits currently pending or any new suits in any way related to pending lawsuits. Except as may be required by applicable law, by pending lawsuits or by any new suits related to pending lawsuits, Executive agrees not to bring or join any lawsuit or file any charge or claim against Company or Company Affiliate in any court or before any government agency relating to his Employment Agreement or the termination of his employment, including any claim seeking to declare any term of this

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Agreement unenforceable. Executive recognizes that, if Executive brings or joins any such lawsuit, or files any such charge or claim, the Company will have a claim for breach of this Agreement and may be entitled to injunctive relief, attorneys’ fees and other legal and equitable relief. Notwithstanding the foregoing, none of the provisions of this Agreement, or of the Employment Agreement that survive or are continued by this Agreement, are waived or released.

6. Waiver of Claims and Covenant Not To Sue by Company – Company and Company Affiliates hereby waives any and all claims, causes of action or other liabilities of any kind or character arising from or in any way connected with or related to the Employment Agreement and/or Executive’s termination of employment with the Company or any Company Affiliate, except as to any lawsuits currently pending or any new suits in any way related to pending lawsuits. Except as may be required by applicable law, by pending lawsuits or by any new suits related to pending lawsuits, Company agrees not to bring or join any lawsuit or file any charge or claim against Executive in any court or before any government agency relating to his Employment Agreement or the termination of his employment, including any claim seeking to declare any term of this Agreement unenforceable. Company recognizes that, if Company brings or joins any such lawsuit, or files any such charge or claim, Executive will have a claim for breach of this Agreement and may be entitled to injunctive relief, attorneys’ fees and other legal and equitable relief. Notwithstanding the foregoing, none of the provisions of this Agreement, or of the Employment Agreement that survive or are continued by this Agreement, are waived and released. Nothing in this paragraph, including language related to waiver of claims, is intended to or shall be construed to release, or otherwise prohibit Company’s prosecution of, any claims based on intentional malfeasance, criminal conduct, or fraud, including but not limited to a claim for indemnity by the Company for liability the Company may incur based on conduct by Executive.

7. Survival of Provisions of Employment Agreement – Executive and the Company agree and acknowledge that the provisions of Articles VI (Confidential Information, Non-Competition, Non-Solicitation), VII (Indemnification) and VIII (Miscellaneous) of the Employment Agreement survive termination of that agreement, each according to its terms, and shall not be subject to the covenants in Sections 5 and 6 above.

8. Further Agreements – Executive also acknowledges that he has not made any election pursuant to Section 4.1(d) or 1.15 of the Employment Agreement and that he is not entitled to any payment pursuant to Article 5 of his Employment Agreement or otherwise.

9. Waiver of Certain Rights—Executive hereby waives all rights to recall, reinstatement, employment, reemployment and past wages from the Company and/or any Company Affiliate, and their refusal to hire Executive based upon this paragraph will provide a full defense to any claims arising from Executive’s attempt for employment. Furthermore, Executive represents and warrants that he has not assigned any of his rights under the Employment Agreement or this Agreement, and he agrees he will not do so.

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10. Counterparts—This Agreement may be executed in counterparts, each of which shall constitute an original document.

11. Consultation with Attorney—Executive acknowledges that he has consulted with an attorney prior to executing this Agreement.

12. Cooperation – Executive agrees at the expense of the Company to provide reasonable cooperation to the Company for any transition or litigation matters that may arise.

13. Governing Law—This Agreement shall be interpreted and construed in accordance with and shall be governed by the laws of the State of Delaware, except to the extent that federal law may apply.

14. Arbitration—Any disputes arising in connection with this Agreement shall be resolved through binding arbitration pursuant to the Nabors Dispute Resolution Program.

15. Entire Agreement—This Agreement and any referenced and surviving portions of prior agreements constitute the entire Agreement between the parties and may only be modified in writing by the parties. Executive represents that in executing this Agreement, he has not relied on any representations by the Company other than those contained herein. Executive also represents that he enters into this Agreement voluntarily and of his own free will, and is competent to enter into such Agreement on his own behalf. To the extent necessary to effectuate its purposes, this Agreement shall be considered an amendment to the Employment Agreement.

EXECUTED AND AGREED this 2nd day of February, 2012, but effective as of December 31, 2011.

	EXECUTIVE:
BRENDA PATTILLO	EUGENE M. ISENBERG
Witness	Eugene M. Isenberg

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COMPANY:

NABORS INDUSTRIES LTD.

MARK ANDREWS

Mark Andrews, Corporate Secretary

NABORS INDUSTRIES, INC.

LAURA W. DOERRE

Laura W. Doerre, Secretary

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EX-99.2

Exhibit 99.2

NEWS RELEASE

Nabors Enters Into Agreement with Eugene Isenberg

Whereby He Forgoes $100 Million Termination Payment

Hamilton, Bermuda, February 6, 2012 / PRNewswire—FirstCall / Nabors Industries Ltd. (NYSE: NBR) today announced that it has entered an agreement with Eugene Isenberg, its Chairman and former CEO, pursuant to which Mr. Isenberg has voluntarily terminated his employment agreement, effective December 31, 2011. Mr. Isenberg will continue as Chairman of the Board through his current term, which ends in June of this year. At that time, he will retire as a director and become Chairman Emeritus.

Mr. Isenberg receives no cash compensation in connection with the termination and waives all claims he might have had against the Company in connection with his employment agreement, including any claim that the October 28, 2011 appointment of a new chief executive officer constituted constructive termination entitling him to a $100 million payment. He also forfeits the payment of approximately $7 million in his deferred bonus account. The Company is reviewing its previously announced plans to record a $100 million contingent liability in the fourth quarter.

In consideration of his agreement to the foregoing terms, upon his death, Mr. Isenberg’s estate or trust will receive a payment of $6.6 million, together with interest. Additionally, Mr. Isenberg will retain certain benefits currently contemplated in the employment agreement, such as continued participation in the Company’s insurance and fringe benefit programs, the cost of which is immaterial to the Company.

Mr. Isenberg commented, “I am fortunate to have been very successful in my career, and it has always been my intention to donate this money to charity. I ultimately concluded that everyone’s interests, including the Company’s and our shareholders’, were best served by this new arrangement. It is my hope that the Company utilizes a substantial portion of these savings for worthy charitable purposes.”

Tony Petrello, Nabors’ Deputy Chairman, President and Chief Executive Officer, commented, “Gene has a long history of charitable giving to many worthy causes, including education, medicine and the arts. In particular, his contribution of his annual salary since 2009 to the Nabors Charitable Foundation has provided college scholarships to over 170 employees and their families. The Company intends, subject to future operating results, to make charitable contributions to benefit the educational and other charitable needs of its employees and to benefit other community-based causes. We are delighted that in his Chairman Emeritus role, Gene will be available to us as an advisor and goodwill ambassador. While building Nabors over the last 25 years, Gene has amassed a wealth of knowledge and many close relationships within our industry, which can continue to benefit Nabors. This is a great outcome for our shareholders, our employees and the community.”

The Nabors companies own and operate approximately 491 land drilling rigs and approximately 749 land workover and well-servicing rigs in North America. Nabors’ actively marketed offshore fleet consists of 39 platform rigs, 12 jackup units and 4 barge rigs in the United States and multiple international markets. In addition, Nabors is one of the largest providers of hydraulic

NEWS RELEASE

fracturing, cementing, nitrogen and acid pressure pumping services with over 780,000 hydraulic horsepower currently in service. Nabors also manufactures top drives and drilling instrumentation systems and provides comprehensive oilfield hauling, engineering, civil construction, logistics, and facilities maintenance and project management services. Nabors participates in most of the significant oil and gas markets in the world.

For further information, please contact Dennis A. Smith, Director, Corporate Development for Nabors Corporate Services, Inc., at 281-775-8038. To request investor materials, contact our corporate headquarters in Hamilton, Bermuda at 441-292-1510 or via email at mark.andrews@nabors.com.

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