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) February 22, 2010
WILLBROS
GROUP, INC.
(Exact
Name of Registrant as Specified in Its Charter)
(State or
Other Jurisdiction of Incorporation)
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1-11953
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30-0513080
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(Commission
File Number)
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(IRS
Employer Identification No.)
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4400 Post Oak Parkway, Suite 1000, Houston, Texas
77027
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(Registrant’s
Telephone Number, Including Area Code)
(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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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.
(b) and
(e). On February 22, 2010, Willbros Group, Inc. (the "Registrant")
announced that Arlo B. DeKraai, Executive Vice President, is retiring effective
February 28, 2010 (the "Termination Date"). Mr. DeKraai will continue
in his role as a member of the Registrant's Board of Directors (the
"Board"). In connection with Mr. DeKraai's retirement, as of February
25, 2010, the Registrant entered into a Separation Agreement and Release
effective on the Termination Date (the "Separation Agreement"), which provides
for the termination on the Termination Date of Mr. DeKraai's employment and the
Employment Agreement dated November 20, 2007, as amended, between Mr. DeKraai
and Integrated Service Company, LLC, a subsidiary of the Registrant (the
"Employment Agreement"). The term of the Employment Agreement was
three years, commencing on November 20, 2007, and ending on November 19,
2010. Under the Separation Agreement, Mr. DeKraai will receive (i) a
lump sum separation payment in the amount of $300,000 on or before November 30,
2010, (ii) payment of all unused vacation accrued as of the Termination Date,
and (iii) continued medical coverage for Mr. DeKraai and his eligible dependents
until the earlier of November 30, 2010 or the date he becomes an employee of an
employer offering group medical coverage for which he is
eligible. The Separation Agreement provides that Mr. DeKraai will not
be entitled to accrual of any further benefits or payments under any plan of the
Registrant, other than any vested benefit under any pension or retirement plan
sponsored by the Registrant. Mr. DeKraai will be entitled to receive
compensation as a non-employee member of the Board beginning December 1, 2010,
however, under the Separation Agreement, Mr. DeKraai will decline the initial
award of shares of the Registrant's restricted stock that would otherwise be
awarded to a new non-employee director under the terms of the Registrant's 2006
Director Restricted Stock Plan. The Separation Agreement also
provides for the accelerated vesting on the Termination Date of 38,193 shares of
restricted stock previously granted to Mr. DeKraai pursuant to Restricted Stock
Award Agreements under the Registrant's 1996 Stock Plan, as amended, subject to
the approval of the Registrant's Compensation Committee. Under the
Separation Agreement, Mr. DeKraai has agreed that, until November 30, 2010, and
for so long thereafter as Mr. DeKraai is a member of the Board, he will not
compete with the Registrant or any of its affiliates, or solicit any employee of
the Registrant or any of its affiliates who was actively employed by the
Registrant or any of its affiliates during the period of Mr. DeKraai's
employment with the Registrant. All payments made pursuant to the
Separation Agreement shall be subject to applicable withholding
taxes. Under the Separation Agreement, Mr. DeKraai has given the
Registrant a release containing customary terms and conditions.
On
February 22, 2010, the Registrant issued a press release announcing Mr.
DeKraai's retirement. A copy of the press release dated February 22,
2010, is attached as Exhibit 99.1 to this Form 8-K.
Item
9.01. Financial Statements and Exhibits.
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(d)
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The
following exhibit is filed
herewith:
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99.1
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Press
release dated February 22, 2010, issued by the
Registrant.
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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.
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WILLBROS
GROUP, INC.
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Date: February
26, 2010
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By:
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/s/ Van A. Welch
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Van
A. Welch
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Senior
Vice President and
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Chief Financial Officer
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EXHIBIT
INDEX
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Exhibit No.
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Description
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99.1
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Press
release dated February 22, 2010, issued by the
Registrant.
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