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RDC > SEC Filings for RDC > Form 8-K on 11-May-2009All 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


11-May-2009

Change in Directors or Principal Officers, Financial Statements and Exhibits


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

On May 4, 2009, the Compensation Committee (the "Committee") met and made recommendations regarding compensation for certain of the Company's executive officers. Such recommendations were approved by the Board of Directors in its meeting on May 5, 2009.

Given current industry conditions, management of the Company suggested, and the Committee and the Board agreed, that no adjustments to base salary, short-term incentive targets or long-term incentive targets would be made at this time for any of the Company's officers. In addition, the Company discontinued its broad-based profit sharing plan for the foreseeable future.

On May 5, 2009, the named executive officers were granted long-term incentive awards at a value equal to the individual's long-term incentive target. Fifty percent of such target value was awarded in the form of stock appreciation rights ("SARs") and 50 percent was awarded in the form of restricted stock, each vesting ratably over a three-year term. Such awards were made under the Rowan Companies, Inc. 2009 Incentive Plan (the "Plan"), which was approved by the Company's stockholders on May 5, 2009, at the Company's Annual Meeting of Stockholders ("Annual Meeting").

The table below shows the long-term incentive target value and awards made for each of the named executive officers:

                                                                            Restricted
         Name                       Title                Target Value        Stock(1)         SARs(2)
W. Matt Ralls           President & CEO                 $    3,000,000            89,874       156,249
David P. Russell        EVP, Drilling Operations        $    1,300,000            38,946        67,707
Mark A. Keller          EVP, Business Development       $      962,500            28,836        50,130
John L. Buvens          EVP, Legal                      $      747,300            22,389        38,922
William H. Wells        Vice President, Finance & CFO   $      747,300            22,389        38,922

(1) The number of shares of restricted stock granted was determined by the fair market value (defined in the Plan as the volume weighted average price of the Company's common stock on the day of grant, or $17.39 per share), discounted by 4% to reflect the time-based restrictions on the stock.

(2) The number of SARs granted was determined using a Black-Scholes valuation that provided a 55.23% value compared to fair market value on the date of grant.

The Plan was included as Appendix A to the Company's proxy statement filed on March 23, 2009 and is incorporated herein by reference.

-1-



Item 9.01. Financial Statements and Exhibits

(c) Exhibits

        Exhibit                   Exhibit Description
        Number
         10.1   2009 Rowan Companies, Inc. Incentive Plan (incorporated
                by reference to the Appendix A Company's Definitive
                Schedule 14A filed on March 23, 2009).

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