Item 8.01 Other Events |
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On November 6, 2007, the Board of Directors of ENSCO
International Incorporated (the "Company") approved a change in compensation for
non-employee Directors upon recommendation of its Nominating, Governance and Compensation Committee.
Effective January 1, 2008, (1) non-employee Directors who serve as Chairman of one of the Board's
standing committees will receive a supplemental annual retainer fee of $5,000, (2) incumbent Directors will
receive an annual grant of 3,000 restricted shares of the Company's Common Stock following the Annual Meeting of Stockholders,
and (3) newly-appointed Directors will receive an initial equity award composed of 5,000 restricted shares of the Company's Common
Stock. The restricted shares vest in 20% increments annually over a five (5) year period, and become fully vested upon retirement from
the Board. |
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Subsequent to the previous Annual Meeting of Stockholders in May of 2007, grants of 3,000
non-qualified stock options and
1,500 restricted shares were issued to the Company's
incumbent non-employee Directors. The stock options vested immediately, and were valid for a seven year period.
The restricted stock was issued upon the same basis as aforesaid. |
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As amended, all of the components of compensation for the Company's non-employee Directors
effective January 1, 2008 are as follows: |
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I. ANNUAL RETAINERS
Each
non-employee Director shall receive an annual retainer of $48,000. Additionally, an annual supplemental
retainer of $5,000 per year shall be paid to a non-employee Director that serves as Chairman of
any duly established Board Committee. All retainer fees shall be paid quarterly in arrears,
prorated for a partial quarter of service as a Director or Chairman. |
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II. MEETING FEES
Each non-employee
Director shall receive $2,000 for each Board of Directors and Committee meeting attended as a
member. |
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III. CHAIRMAN'S MEETING FEES
A
non-employee Director shall receive an additional $1,000 for each Board or Committee meeting at which the
Director acts as Chairman. |
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IV. EQUITY
Following
the Annual Meeting of Stockholders, each incumbent non-employee Director shall receive an annual equity
award composed of 3,000 shares of restricted stock. As respects newly-appointed Directors, the initial equity
award, which shall be the only equity award for the calendar year in which the new Director was appointed or
elected to the Board, shall be composed of 5,000 shares of restricted stock. The restricted stock vests ratably at
the rate of 20% per year over a five year period, and becomes fully vested upon retirement from the Board. |
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V. MEDICAL/DENTAL COVERAGE
Non-employee
Directors are eligible to participate in the Company's group medical and dental insurance plan on
the same basis as full-time Company employees. A non-employee Director's contribution to group medical and
dental insurance premium costs is withheld from the quarterly payments of the Director's annual retainer or paid
in cash. |
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