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RDC > SEC Filings for RDC > Form 8-K on 31-Oct-2008All Recent SEC Filings

Show all filings for ROWAN COMPANIES INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ROWAN COMPANIES INC


31-Oct-2008

Change in Directors or Principal Officers


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

On October 31, 2008, Rowan Companies, Inc. announced that Daniel F. McNease, its Chief Executive Officer and Chairman, will retire effective at the close of business on December 31, 2008 ("Separation Date"). A copy of the Company's press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
In connection with Mr. McNease's retirement, the Company entered into a letter agreement with Mr. McNease dated October 31, 2008. Under the terms of the letter agreement, Mr. McNease will provide consulting services to the Company for a period of two years commencing January 2009. Beginning January 2009, payments to be made to Mr. McNease under the letter agreement consist of
(1) 24 monthly cash payments of $50,000 for consulting services and (2) an initial cash payment of $80,000, followed by 23 monthly cash payments of $50,000, followed by 12 monthly cash payments of $100,000 as severance. The letter agreement includes a covenant that Mr. McNease will not compete with the Company or any of its subsidiaries for a two-year period following the Separation Date. In addition, Mr. McNease will be eligible for a bonus in respect of 2008, and, as of the Separation Date, options and restricted stock previously granted will vest, outstanding debentures may be converted during their original conversion period, and performance shares previously granted are eligible for payment on a prorated basis. The Company will also provide Mr. McNease retiree medical coverage under Rowan's Group Health and Life Insurance Plan following the Separation Date. A copy of the letter agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference. The foregoing description of the letter agreement is qualified in its entirety by reference to Exhibit 10.1. Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

                 EXHIBIT
                 NUMBER             EXHIBIT DESCRIPTION
                  10.1     Letter Agreement with Mr. McNease.

                  99.1     Press Release issued October 31, 2008.


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