HERO » Topics » Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

This excerpt taken from the HERO 8-K filed Nov 2, 2006.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On November 2, 2006, Hercules Offshore, Inc. (the “Company”) announced that Mr. Thomas E. Hord, Vice President, Operations and Chief Operating Officer of Hercules Drilling Company, LLC, a wholly-owned subsidiary of the Company (“Drilling”), retired effective November 1, 2006. In connection with Mr. Hord’s retirement, the Employment Agreement and the Stock Option Award Agreement he had entered into with Drilling and the Company were amended as of October 31, 2006 to (i) provide that the term of the Employment Agreement expired on October 31, 2006, (ii) provide for a pro-rated bonus payment of $150,000, and (iii) extend the exercise period relating to Mr. Hord’s outstanding stock options in the Company to March 14, 2007.

On November 2, 2006, the Company also announced that the Company has entered into an Expatriate Employment Agreement with Don P. Rodney dated November 1, 2006 (the “Rodney Agreement”) pursuant to which Mr. Rodney will continue to serve as President of Hercules International Holdings Ltd., a wholly owned subsidiary of the Company (“Holdings”), and will be relocated to Holdings’ principal offices in the Cayman Islands. The Agreement provides for, among other things, (i) a two-year term, (ii) bi-weekly base salary of US $6,153.84, (iii) the opportunity to receive an annual performance bonus of from 30% to 60% of base salary, (iv) health benefits, (v) equalization of the tax benefits or burdens attributable to Mr. Rodney’s residence in the Cayman Islands, (vi) the provision by the Company to Mr. Rodney of furnished housing in the Cayman Islands, (vii) reimbursement by the Company of real estate brokerage fees paid by Mr. Rodney in connection with the sale of his home in Texas and (viii) certain severance benefits payable to Mr. Rodney in the event that he is terminated without cause prior to the expiration of the term of the Agreement (including the continuation of salary for the longer of 12 months or the remainder of the term of the Agreement and the payment of the target bonus for the year in which such termination occurs).

The foregoing descriptions of the amendments to the Employment Agreement and the Stock Option Award Agreement with Mr. Hord and the Rodney Agreement are qualified in their entirety by reference to the applicable agreements, copies of which are filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference.

This excerpt taken from the HERO 8-K filed Aug 14, 2006.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On August 10, 2006, upon the recommendation of the Nominating, Governance and Compensation Committee, our Board of Directors increased the size of the Board from seven to eight directors and appointed Thierry Pilenko to fill the newly created directorship as a Class II director, whose term will expire at the 2007 annual meeting of stockholders. The Board also appointed Mr. Pilenko to the Audit Committee, replacing John Reynolds on the committee. Mr. Pilenko has been chairman and chief executive officer and a director of Veritas DGC Inc. since March 2004. Prior to that time and since 2001, Mr. Pilenko served as managing director of SchlumbergerSema, a Schlumberger Ltd. company located in Paris. From 1998 to 2001, he was president of Geoquest, another Schlumberger Ltd. company located in Houston, Texas. Mr. Pilenko was employed by Schlumberger Ltd. and its affiliated companies in various parts of the world beginning in 1984 in a variety of progressively more responsible operating positions.

Upon his election, Mr. Pilenko was granted 866 shares of restricted stock under our 2004 Long-Term Incentive Plan with a fair market value equal to $28,384, which is the pro rated annual grant of restricted stock to our non-employee directors. Mr. Pilenko will be compensated for his service on the Board and the Audit Committee under our standard arrangement described in our proxy statement for the 2006 annual meeting of stockholders.

There are no arrangements or understandings between Mr. Pilenko and any other person pursuant to which he was selected as a director. We are not aware of any transaction in which Mr. Pilenko has an interest requiring disclosure under Item 404(a) of Regulation S-K.


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: August 14, 2006   By:  

/s/ Steven A. Manz

    Steven A. Manz
    Chief Financial Officer


Nov 2, 2006
Aug 14, 2006
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