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NR > SEC Filings for NR > Form 8-K on 23-Apr-2009All Recent SEC Filings

Show all filings for NEWPARK RESOURCES INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for NEWPARK RESOURCES INC


23-Apr-2009

Change in Directors or Principal Officers


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensating Arrangements of Certain Officers.
On April 20, 2009, the executive management of Newpark Resources, Inc. (the "Company") voluntarily agreed to a ten percent (10%) reduction in their base salary for the period from May 1, 2009 until December 31, 2009 (the "Temporary Reduction Period"). Included in the group of people undertaking the salary reduction are the individuals identified in the following table which also sets forth, for each officer, their existing base salary (the "Existing Base Salary") and their reduced base salary (the "Reduced Base Salary").

            Executive/Title              Existing Base Salary   Reduced Base Salary
 Paul L. Howes,
 President and Chief Executive Officer         $486,000              $437,400
 James E. Braun,
 Vice President and
 Chief Financial Officer                       $298,920              $269,028
 Bruce C. Smith,
 Vice President of Newpark and
 President of Fluids Systems
 and Engineering                               $337,050              $303,345
 Mark J. Airola,
 Vice President, General Counsel,
 Chief Administrative Officer
 and Secretary                                 $291,040              $261,936
 William D. Moss,
 Vice President of Newpark and
 President of Mats and
 Integrated Services                           $270,000              $243,000
 Samuel L. Cooper,
 Vice President of Newpark and
 President of Environmental
 Services                                      $210,000              $189,000

In connection with the temporary salary reduction, each of the executive officers listed above, with the approval of the Compensation Committee of the Company's Board of Directors (and with respect to Mr. Howes, the independent members of the Board of Directors), entered into substantially similar amendments to their respective employment agreements (the "Amendments") to reflect the temporary salary decrease.
The actual salary paid in 2009 (as reduced pursuant the Amendments) will be used for purposes of determining bonuses payable to the executive management, if any, under the 2003 Executive Incentive Compensation Plan (annual cash bonus plan). Notwithstanding the temporary reduction in the base salary, for purposes of calculating any severance payment or payments upon a change in control which may become payable during the Temporary Reduction


Period in accordance with each respective employment agreement or other agreement between the Company and Messrs. Howes, Braun, Smith Airola, Moss and Cooper, such payments will continue to be based upon the Existing Base Salary. Except as modified by the respective Amendments, the employment agreements otherwise remain in effect.
The foregoing description of the Amendments is qualified in its entirety by reference to the full text of the Amendments, copies of which are attached hereto as exhibits and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No.                                  Description

   10.1        Amendment to Amended and Restated Employment Agreement dated as of
               April 20, 2009, between Newpark Resources, Inc. and Paul L. Howes.

   10.2        Amendment to Employment Agreement dated as of April 21, 2009, between
               Newpark Resources, Inc. and James E. Braun.

   10.3        Amendment to Employment Agreement dated as of April 22, 2009, between
               Newpark Resources, Inc. and Bruce C. Smith.

   10.4        Amendment to Employment Agreement dated as of April 22, 2009, between
               Newpark Resources, Inc. and Mark J. Airola.

   10.5        Amendment to Employment Agreement dated as of April 23, 2009, between
               Newpark Resources, Inc. and William D. Moss.

   10.6        Amendment to Employment Agreement dated as of April 22, 2009, between
               Newpark Resources, Inc. and Samuel L. Cooper.


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