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TMCNet:  BABCOCK & WILCOX CO FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits

[December 19, 2013]

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 Officers.

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 mPowerâ„¢ 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.

2 --------------------------------------------------------------------------------Item 9.01 Financial Statements and Exhibits.

(d) 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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