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EX-10.1 - EXHIBIT 10.1 - PARAGON OFFSHORE PLCex101.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
Date of report (date of earliest event reported): November 17, 2016
image0a26.jpg
Paragon Offshore plc
(Exact name of Registrant as specified in its charter)
 
England and Wales
001-36465
98-1146017
(State or other jurisdiction
of incorporation or organization)
(Commission file number)
(I.R.S. employer
identification number)
 
3151 Briarpark Drive, Suite 700
Houston, Texas
77042
 
 
(Address of principal executive offices)
(Zip code)
 
 
 
 
 
Registrant’s telephone number, including area code: +44 20 330 2300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
¨
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
¨
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
¨
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, effective November 9, 2016, Steven A. Manz was no longer serving as Senior Vice President and Chief Financial Officer of Paragon Offshore plc (“Paragon”). 
In connection with Mr. Manz’s departure as Senior Vice President and Chief Financial Officer of Paragon, on November 17, 2016, Paragon and two of its subsidiaries who are not debtors in Paragon’s previously announced chapter 11 cases, Paragon Offshore Services LLC and Paragon International Investment Limited (together with their respective affiliates, the “Company”), entered into a Confidential Separation Agreement and General Release (the “Separation Agreement”), that, subject to certain terms and conditions, provides Mr. Manz with (i) a one-time lump sum payment of $270,000; (ii) continued health insurance, dental and vision insurance coverage (through the Company’s payment of the required COBRA payments) through August 31, 2017 or until Mr. Manz is employed at a new employer that provides health insurance coverage, whichever occurs first; and (iii) an acknowledgment from the Company that the Separation Agreement satisfies Mr. Manz’s obligation to execute a full release of claims as required by section 1 of the Key Employee Retention Plan (the “KERP”) dated November 4, 2014, to prevent the forfeiture of the “Commitment Amount”, as defined in the KERP, previously paid to Mr. Manz pursuant to the KERP. The Separation Agreement also includes a general release of claims (including any claims related to Mr. Manz’s employment agreement with Paragon Offshore Services LLC dated September 16, 2014).

The foregoing summary of the Separation Agreement is qualified entirely by reference to the text of the Separation Agreement, which is filed hereto as Exhibit 10.1 and incorporated by reference herein.
    

Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits.
 
EXHIBIT NUMBER
 
DESCRIPTION
10.1
Confidential Separation Agreement and General Release, by and between Steven Manz and Paragon Offshore Services LLC, Paragon Offshore plc and Paragon International Investment Limited, dated November 17, 2016.






SIGNATURES
 
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.
 
 
Paragon Offshore plc
 
 
 
Date: November 22, 2016
By:
 
/s/ Todd D. Strickler
 
Name:
 
Todd D. Strickler
 
Title:
 
Senior Vice President of Administration, General Counsel and Corporate Secretary






INDEX TO EXHIBITS
EXHIBIT NUMBER
 
DESCRIPTION
10.1
Confidential Separation Agreement and General Release, by and between Steven Manz and Paragon Offshore Services LLC, Paragon Offshore plc and Paragon International Investment Limited, dated November 17, 2016.