BABCOCK & WILCOX CO FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits
(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On December 17, 2013, we entered into a retention agreement with Christofer M.
Mowry, President, Babcock & Wilcox mPower, Inc., in connection with our
accelerated search for investors in the mPower™ small modular reactor program
announced in November 2013. The term of the retention agreement is two years
unless Mr. Mowry's employment is earlier terminated or extended during the
transition period described below.
The retention agreement provides, among other things, that during the agreement
term Mr. Mowry will receive: (1) an initial annualized base salary of $430,000
(effective as of November 13, 2013) with increases to $455,000 and $485,000 on
April 1, 2014 and April 1, 2015, respectively, (2) participation in our employee
benefit plans (subject to the terms and conditions of the plans) and other
benefits available to our senior executives except our Executive Severance Plan,
and (3) eligibility to receive a cash bonus under our Executive Incentive
Compensation Plan (our "EICP") with a payment equal to 70% of his base salary
paid during the applicable performance period if a target award is generated
under our EICP. Upon entering into the retention agreement, Mr. Mowry also
received equity awards under our long-term incentive plan in lieu of potential
2014 and 2015 equity awards with a total value of $800,000 (the "Retention
Awards"). The Retention Awards are composed of 50% time-vesting restricted stock
units and 50% performance restricted stock units. The vesting criteria for the
performance restricted stock units generally provide for vesting of between 0%
and 200% of the initial performance restricted stock unit award with the
performance criteria becoming increasingly more difficult to attain at the
higher end of the range.
In addition, the retention agreement provides terms and conditions upon which we
may elect to employ Mr. Mowry for a transition period following a "transaction"
(as defined in the retention agreement) involving GmP or certain GmP affiliates.
If Mr. Mowry's employment is terminated for reasons other than "cause," by him
for "good reason," by reason of his "disability" (each as defined in the
retention agreement) or by reason of his death during the term of the retention
agreement (including any transition period), Mr. Mowry would be entitled to
receive, subject to the execution by him of certain undertakings (as
applicable), severance benefits generally consisting of (1) accrued but unpaid
compensation and benefits, (2) vesting of any unvested equity awards granted
prior to the date of the retention agreement in accordance with the vesting
schedule set forth in the applicable award agreements for termination of
employment in connection with a reduction in force and full vesting of the
Retention Awards as provided in the applicable award agreements, (3) any unpaid
bonus under our EICP for the calendar year prior to his termination of
employment, (4) if the termination occurred during a transition period and prior
to the end of a calendar year, a pro-rated bonus under our EICP for the portion
of that calendar year included in the transition period, (5) full vesting of any
unvested portion of his supplemental retirement plan balances, and (6) cash
severance payments equal to two times his annualized base salary, payable in 12
equal monthly installments.
This summary of the retention agreement is qualified by reference to the
complete retention agreement, which is attached as Exhibit 10.1 and incorporated
herein by reference.
--------------------------------------------------------------------------------Item 9.01 Financial Statements and Exhibits.
10.1 Retention Agreement by and between The Babcock & Wilcox Company and
Christofer M. Mowry dated as of December 17, 2013
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