Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) As previously disclosed by Baker Hughes Company (the "Company"), on
October 19, 2022, Brian Worrell, the Company's former Chief Financial Officer,
transitioned from his prior role as Chief Financial Officer on November 1, 2022,
after which he has been serving as an advisor to the Company's Chairman and
Chief Executive Officer and he will serve in that role through April 30, 2023
(the "Employment Termination Date").
In connection with the transition, Mr. Worrell entered into a Separation,
Transition and Release Agreement with the Company, dated as of December 2, 2022
(the "Transition Agreement"), which provides that during the transition period
Mr. Worrell will serve as an advisor to the Company's Chairman and Chief
Executive Officer and he will continue to receive his current base salary,
annual incentive plan opportunity and benefits through the Employment
Termination Date, and that his outstanding equity awards will be treated in
accordance with applicable provisions under the Company's long-term incentive
plans (except as set forth below). As of the Employment Termination Date, Mr.
Worrell will receive, subject to his execution of a general release of claims
and compliance with applicable restrictive covenants, the benefits pursuant to
the Company's Executive Severance Program, as modified by Mr. Worrell's offer
letter, in each case the benefits will be provided in a manner consistent with
an involuntary termination In addition, Mr. Worrell will be entitled to the
vesting of the unvested restricted stock units that were granted to him in
January of 2022, continued participation in the Company's health and welfare
benefit plan for the six month period after termination of employment and the
extension of the post-termination exercise period of Mr. Worrell's outstanding
stock options until the end of such stock options existing full term.
In addition, the Company and Mr. Worrell agreed that, following the Employment
Termination Date, Mr. Worrell would provide consulting services to the Company
for up to 18 months pursuant to the terms of the Independent Consulting
Agreement, dated as of December 2, 2022 (the "Consulting Agreement"). The
Consulting Agreement provides that the Company will pay Mr. Worrell a monthly
consulting fee of $100,000 per month and can terminate the Consulting Agreement
with no additional compensation after six months. If the consulting arrangement
is involuntarily terminated prior to six months following the Employment
Termination Date (including such termination prior to the Employment Termination
Date), Mr. Worrell is entitled to at least six months of consulting fees (taking
into account any consulting fees paid to Mr. Worrell prior to such termination).
Mr. Worrell will be subject to restrictive covenants, including an agreement not
to provide services to specified competitors of the Company, during the period
that he is providing consulting services (but in no event for less than six
months following the Employment Termination Date).
The foregoing summaries of the Transition Agreement and the Consulting Agreement
do not purport to be complete and are each qualified in their entirety by
reference to the full text of the Transition Agreement or Consulting Agreement,
as applicable. A copy of each is expected to be filed as an exhibit to the
Company's Annual Report on the Form 10-K for the period ending December 31,
2022.
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