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KBR > SEC Filings for KBR > Form 8-K on 28-Oct-2013All Recent SEC Filings

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Form 8-K for KBR, INC.


28-Oct-2013

Change in Directors or Principal Officers, Financial Statements and Exhibits


ITEM 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers

On October 28, 2013, KBR, Inc. announced that Brian K. Ferraioli was appointed as KBR's new Executive Vice President and Chief Financial Officer.A copy of the press release announcing Mr. Ferraioli's appointment is attached hereto as Exhibit 99.1.

Mr. Ferraioli will receive a salary of $650,000, prorated to his date of employment. Mr. Ferraioli also will be eligible to participate in the KBR, Inc. Amended and Restated 2006 Stock and Incentive Plan, including the KBR Senior Executive Performance Pay Plan adopted thereunder, and all other compensation and benefit plans available to KBR senior executives. These plans are described in KBR's proxy statement for its 2013 annual meeting of stockholders filed on April 5, 2013, and are listed as exhibits to KBR's annual report on Form 10-K for the year ended December 31, 2012. Mr. Ferraioli also entered into a severance and change in control agreement, a copy of which is attached hereto as Exhibit 10.1. The following summary of the terms of the form agreement is qualified in its entirety by reference to Exhibit 10.1.

The agreement terminates automatically on the earlier of (i) Mr. Ferraioli's termination of employment with KBR and its affiliates or (ii) in the event of a change in control during the term of the agreement, two years following the change in control.

The agreement provides for (i) severance termination benefits (prior to a change in control), (ii) double-trigger change in control termination benefits (on or after a change in control), and (iii) death, disability, and retirement benefits. As a condition of receipt of these benefits (other than the death and disability benefits), Mr. Ferraioli must first execute a release and full settlement agreement. The agreement contains customary confidentiality, noncompetition, and nonsolicitation covenants, as well as a mandatory arbitration provision. In addition, the agreement contains a clawback provision that allows KBR to recover any benefits paid under the agreement if KBR determines within two years after Mr. Ferraioli's termination of employment that his employment could have been terminated for cause.



ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Severance and Change in Control Agreement.

99.1 Press Release dated October 28, 2013, entitled "KBR Announces New Chief Financial Officer."


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