Resolute Energy Corporation (NASDAQ:REN) Files An 8-K Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement.

On December 30, 2014, Resolute Energy Corporation (the Company)
and certain of its subsidiaries, as guarantors, entered into a
second lien Secured Term Loan Agreement (the Term Loan Facility)
with Bank of Montreal, as administrative agent, and the lenders
party thereto.On January 3, 2017, the Company repaid
approximately $132 million constituting all amounts due under the
Term Loan Facility (including prepayment fees), with a portion of
the proceeds from its previously announced common stock offering
that closed on December 23, 2016.The Term Loan Facility was
terminated in connection with the repayment.

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

On August 24, 2016, the Company announced that Nicholas J. Sutton
would retire from his position as Chief Executive Officer of the
Company effective December 31, 2016.On August 24, 2016, the Board
of Directors (the Board) of the Company approved a transition
plan including (i) the promotion of Richard F. Betz, the
Executive Vice President and Chief Operating Officer of the
Company, to the position of Chief Executive Officer of the
Company, and (ii) the appointment of Mr. Sutton, as Executive
Chairman of the Board, in each case to be effective
contemporaneously with the retirement of Mr. Sutton as the
Companys Chief Executive Officer.

On January 1, 2017, Mr. Betz assumed the position of Chief
Executive Officer and Mr. Sutton assumed the position of
Executive Chairman of the Company.In connection with the
appointment of Mr. Betz as Chief Executive Officer, the size of
the Board was increased to seven members and Mr. Betz was
appointed to the Board as a Class I director of the Company
effective on January 1, 2017.Other than as provided in the
employment agreement for Mr. Betz, there is no arrangement or
understanding between Mr. Betz and any other person to which he
was selected to serve as a director.

Biographical and related information regarding Messrs. Betz and
Sutton is set forth in the Companys proxy statement relating to
its 2016 annual stockholders meeting, and such information is
incorporated herein by reference.

In connection with their new positions, each of Messrs. Betz and
Sutton entered into new employment agreements with the Company
effective January 1, 2017.The following is a summary of the
material terms of the employment agreements for Messrs. Betz and
Sutton.

The employment agreements for Messrs. Betz and Sutton provide for
the payment of an annual base salary, initially in the amounts of
$485,000 and $200,000, respectively, and annual short-term
incentive payments (as a percent of base salary) upon the
achievement of certain targets.Messrs. Betz and Suttons initial
target annual short-term incentive (STI) payment percentages are
125% and 90%, respectively. The agreements also provide for the
issuance of annual grants of equity or equity related awards
(valued as a percentage of base salary). Messrs. Betz and Suttons
initial target annual long-term incentive (LTI) payment
percentages are 400% and 350%, respectively.In addition, each
executive is entitled, during the term of his employment
agreement, to receive such welfare benefits and other fringe
benefits (including, but not limited to vacation, medical,
dental, life insurance, 401(k) and other employee benefits and
perquisites) as the Company may offer from time to time to
similarly situated executive level employees, subject to
applicable eligibility requirements. The employment agreements
have an initial term commencing effective as of January 1, 2017,
and ending on December 31, 2017, with automatic additional one
year term extensions.

Each employment agreement provides that if the executives
employment is terminated (a) by the Company without cause, but in
the absence of a change in control, (b) by the executive with
good reason, or (c) by the Company or by the executive upon his
death or disability, the executive is entitled to receive, in
addition to earned but unpaid compensation, bonus payments,
employee benefits and business expense reimbursements (the
Accrued Payments), (i) payment of an amount equal to the
equivalent of 24 months of his base salary as of the date of
termination (ii) payment of an amount equal to a 2x multiple of
the executives target STI payment, (iii) payment of an amount
equal to a pro-rata portion of the target STI payment that
executive would have been entitled to for the calendar year of
termination (a Pro Rata Bonus),(iv) reimbursement on a monthly
basis of premiums for payments for COBRA or equivalent health
care coverage for 24 months, (v) vesting of any time-based
long-term incentive awards, and (vi) continued vesting of any
performance-based long-term incentive awards through the end of
the applicable performance period if any performance targets are
met during such period (the payments described in (i) through
(iv) are collectively referred to as the Severance Payments).The
terms cause, change in control and good reason have the
definitions set forth in the employment agreements.

Each employment agreement also provides that if the executives
employment is terminated by the Company without cause, or by the
executive with good reason, within six months prior to the
occurrence of a change in control or within two years following a
change in control, he is entitled to receive, in addition to
Accrued Payments, (i) an amount equal to a 3x multiple of the sum
of (a) the executives annual base salary as of the termination
date, or, if greater, as of the date of the change in control,
plus (b) his target STI payment, calculated based on his annual
base salary as of the termination date, or, if greater, as of the
date of the change in control, (ii) payment of the Pro-Rata
Bonus, and (iii) reimbursement on a monthly basis of premiums for
payments for COBRA or equivalent health care coverage for 24
months (the payments described in (i) through (iii) are
collectively referred to as the Change in Control Severance
Payments).

In addition, upon a change in control, (i) any equity awards will
vest to the extent that the vesting of all outstanding awards is
accelerated by the Board under the terms of the Plan, and (ii)
any performance-based equity awards held by the executive will
vest to the extent that the stock price target or other
performance thresholds applicable to such awards are met in the
change in control transaction, as determined by the Board in its
reasonable discretion. Any performance-based equity awards held
by the executive that are not vested under the preceding sentence
will be automatically converted to time-based equity awards in
equal one-third proportions and the vesting of those awards will
be amended such that those awards shall vest over the executives
next three regularly scheduled vesting dates.Any remaining equity
awards that remain unvested will vest on the established vesting
date of such award, provided however, that in the event of a
termination of the executives employment by the Company (or its
successor) for any reason (other than for cause), or in the event
of a termination of his employment by the executive for good
reason, within two years following a change in control, such
unvested equity awards will immediately and automatically vest in
full and, in the case of options or other exercisable equity
awards, will remain exercisable for two years following such
termination of employment.

In addition, if the executives employment is terminated (i) by
the Company for any reason other than for cause or (ii) by the
executive for good reason within the six months prior to the
occurrence of a change in control, then the executive will be
treated for purposes of the vesting of equity awards as if he
continued to be employed through the date of the change in
control and the termination of his employment occurred
immediately following the change in control.

The timing and amount of any Severance Payments or Change in
Control Severance Payments to the executive may be modified to
comply with, and to avoid additional taxes or interest under,
Section 409A of the Internal Revenue Code of 1986, as amended.

The agreements contain confidentiality and non-compete provisions
substantially similar to existing agreements; provided that the
applicable non-compete period for each of Messrs. Betz and Sutton
is 24 months in the event of a resignation without good reason or
termination for cause, 18 months in the event of a termination
without cause or resignation for good reason, and 6 months
following a termination in connection with a change in control.

The above description of the employment agreements is qualified
in its entirety by the complete copies of the employment
agreements attached as exhibits 10.1 and 10.2 to this Form 8-K
and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.