UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) December 31, 2004
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WILLBROS GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Republic of Panama
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(State or Other Jurisdiction of Incorporation)
1-11953 98-0160660
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(Commission File Number) (IRS Employer Identification No.)
Plaza 2000 Building, 50th Street, 8th Floor, P.O. Box 0816-01098,
Panama, Republic of Panama
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(Address of Principal Executive Offices) (Zip Code)
(50-7) 213-0947
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
[ ] 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 31, 2004, Willbros USA, Inc. ("WUSA"), an indirect wholly
owned subsidiary of the Registrant, entered into an employment agreement (the
"Agreement") with Michael F. Curran, the Chairman of the Board, President, Chief
Executive Officer and Chief Operating Officer of WUSA and the Registrant.
The term of the Agreement is three years, commencing on January 1,
2005, and ending on December 31, 2007 (the "Employment Period"). During the
Employment Period, Mr. Curran will earn a base salary of $700,000 per year (the
"Base Salary").
Additionally, Mr. Curran may earn a cash bonus of up to 150% of his
Base Salary (or $1,050,000) (the "Maximum Cash Bonus") for each year during the
Employment Period if certain transition performance goals and/or net income
target performance goals approved by the Board of Directors of the Registrant
are achieved. The transition performance goals specifically relate to Mr.
Curran's responsibilities during the Employment Period to facilitate the
transition of his title and responsibilities as the Chief Executive Officer of
the Registrant to another individual approved by the Board of Directors of the
Registrant. During 2005, 2006, and 2007, 25%, 50% and 50%, respectively, of the
Maximum Cash Bonus may be earned if the transition performance goals for the
relevant year are achieved. The net income target performance goal is generally
defined as the line item designated as such in the Registrant's annual budget
for the year 2005, 2006, and 2007, respectively, as approved by the Board of
Directors for the relevant year, before deducting any net income performance
bonuses payable to Mr. Curran and/or otherwise to employees. During 2005, 2006,
and 2007, up to 75%, 50% and 50%, respectively, of the Maximum Cash Bonus may be
earned if the net income target performance goals for the relevant year are
achieved.
If the total remuneration payable to Mr. Curran, including Base Salary,
bonus and any other remuneration includable for purposes of Section 162(m) of
the Internal Revenue Code of 1986, as amended, for any year during the
Employment Period exceeds $1,000,000, then a part of the earned bonus will not
be paid until July 1, 2008. The part of the bonus earned that will be deferred
will be the amount which, when subtracted from the total remuneration payable to
Mr. Curran for such year, results in the total remuneration paid to Mr. Curran
for such year equaling $1,000,000. Any deferred amount will earn interest as
specified in the Agreement.
Under the terms of the Agreement, Mr. Curran has been and in the future
will be granted rights to receive common stock of the Registrant ("Restricted
Stock Rights") under the Registrant's 1996 Stock Plan, as amended, as follows:
1. On January 1, 2005, Restricted Stock Rights for 125,000 shares, with
vesting to occur in three equal annual installments on December 31 of 2005, 2006
and 2007;
2. On January 1, 2006, Restricted Stock Rights for 50,000 shares, with
vesting to occur in two equal annual installments on December 31 of 2006 and
2007; and
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3. On January 1, 2007, Restricted Stock Rights for 50,000 shares, with
vesting to occur in two equal installments on June 30, 2007, and December 31,
2007.
All shares of the Registrant's common stock deliverable to Mr. Curran by reason
of vesting of the Restricted Stock Rights will be delivered on July 1, 2008. The
form of the Award Agreement evidencing the Restricted Stock Rights is attached
as an exhibit to the Agreement which is attached to this Current Report on Form
8-K as Exhibit 10 and is incorporated by reference as though fully set forth
herein.
Pursuant to the Agreement, in the event Mr. Curran's employment is
terminated by WUSA without cause, or due to a constructive discharge or due to a
Change in Control (as defined in the Willbros Group, Inc. Severance Plan as
Amended and Restated effective September 25, 2003 (the "Severance Plan")), he
will be entitled, among other things: (i) to continue receiving his Base Salary
during the remainder of the Employment Period and (ii) to the maximum available
amount for unearned bonuses as if he had satisfied the performance goals for
each of the uncompleted years remaining in the Employment Period at the time of
termination. If Mr. Curran voluntarily resigns or is terminated by WUSA for
cause, he will receive his Base Salary through the date of termination and no
cash bonuses for any years remaining in the Employment Period which have not yet
ended as of the date of termination. If termination occurs by reason of Mr.
Curran's death or disability, he will receive his Base Salary through the date
of death or termination and the maximum amount available for a cash bonus in the
year of his death or termination by reason of disability as if he had satisfied
the performance goals for such year (but not for later years during the
Employment Period). In such cases, Mr. Curran is entitled to such benefits as
are provided under the Severance Plan, if any; provided, however, that the value
of any compensation and/or benefits payable under the Severance Plan shall not
be duplicative of any amounts paid under the Agreement, and such amounts payable
under the Severance Plan shall be offset against the value of any compensation
or benefits payable to him under the Agreement, and vice versa.
Pursuant to the Agreement, during the Employment Period and for a
period of one year thereafter, Mr. Curran will not compete with the businesses
of the Registrant and its affiliates.
A copy of the Agreement is attached to this Current Report on Form 8-K
as Exhibit 10 and is incorporated by reference as though fully set forth herein.
The foregoing summary description of the Agreement is not intended to be
complete and is qualified in its entirety by the complete text of the Agreement.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following exhibit is filed herewith:
10 Employment Agreement dated as of December 31, 2004, between
Willbros USA, Inc. and Michael F. Curran, including the form
of Restricted Stock Rights Award Agreement attached as an
Exhibit thereto.
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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.
WILLBROS GROUP, INC.
Date: January 6, 2005 By: /s/ Warren L. Williams
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Warren L. Williams
Senior Vice President, Chief Financial
Officer and Treasurer
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EXHIBIT INDEX
Exhibit No. Description
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10 Employment Agreement dated as of December 31, 2004, between
Willbros USA, Inc. and Michael F. Curran, including the form
of Restricted Stock Rights Award Agreement attached as an
Exhibit thereto.
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