Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 4, 2021, The Compensation Committee of the Board of Directors (the
"Committee") of Nabors Industries, Inc. (the "Company") adopted new forms of
performance-based restricted stock unit agreements to be used in the award of
2021 performance share units to Mr. Anthony Petrello, the Company's Chairman,
CEO and President (the "CEO PSU Agreement"), and Mr. William Restrepo, the
Company's CFO (the "CFO PSU Agreement," and together with the CEO PSU Agreement,
the "PSU Agreements"), pursuant to the Amended and Restated Nabors Industries
Ltd. 2016 Stock Plan. Amounts earned under the CEO PSU Agreement up to target
performance level may be settled in the Company's common shares, in cash, or in
a combination of both, at the discretion of the Committee, while amounts earned
above target performance level may be settled only in cash. All amounts earned
pursuant to the CFO PSU Agreement may be settled in the Company's common shares,
in cash, or in a combination of both, at the discretion of the Committee. All
amounts under the PSU Agreements that are settled in cash shall be payable
promptly following the Committee's determination that such amounts have been
earned, while amounts under the PSU Agreements to be settled in shares will vest
in three equal annual installments, subject to the officer's continued
employment through the applicable vesting date.
In addition, the Committee and Mr. Petrello agreed that the grant of
Mr. Petrello's TSR Shares (as defined in his employment agreement) for 2021
shall be reduced by 50 percent, and that the maximum value that may be received
by Mr. Petrello upon vesting of such TSR Shares shall under no circumstances
exceed five times the fair market value of the award on the date of grant (as
determined in accordance with his employment agreement).
The descriptions of the new forms of PSU Agreements are qualified in their
entirety by reference to the forms of PSU Agreements which are included as
Exhibits 10.1 and 10.2 to this Form 8-K and are incorporated in this Item 5.02
by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Form of CEO PSU Agreement (2021).
10.2 Form of CFO PSU Agreement (2021).
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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