Bonanza Creek Energy,Inc. (NYSE:BCEI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May16, 2018, Bonanza Creek Energy,Inc., a Delaware corporation (the “Company”), granted restricted stock units of the Company (“RSU” or “RSUs”) and performance-based restricted stock units of the Company (“PSU” or “PSUs”) to certain named executive officers listed below (the “NEOs”). These awards were approved by the Compensation Committee of the Board of Directors (the “Board”) of the Company and were issued under agreements, also approved by the Compensation Committee, to which participants in the Company’s 2017 Long Term Incentive Plan (the “Plan”) may be granted awards of PSUs and RSUs. The form of RSU award agreement (the “Executive RSU Agreement”) for RSU Awards granted to executive management of the Company from time to time under the Plan is included as Exhibit10.1 hereto and the form of PSU award agreement (the “Executive PSU Agreement”) is included as Exhibit10.2 hereto. Each RSU granted in accordance with the Executive RSU Agreement and each PSU granted in accordance with the Executive PSU Agreement represents the contingent right to receive one share of common stock, $0.001 par value per share, of the Company (“Common Stock”).

The following table sets forth the RSU Awards granted to the NEOs:

The RSU Awards are time vested and will vest on an equal quarterly basis over a three-year period with the first vesting date on May16, 2019.

Under the Executive PSU Agreement, PSUs will be payable in shares of Common Stock based upon the achievement by the Company over a three-year period (the “Performance Period”) of performance criteria established by the Board.A certain percentage of the number of shares of Common Stock that may be issued to a Performance Award will be determined based on the Company’s total shareholder return (“TSR”) as compared to its peers during the Performance Period (the “TSR PSUs”). An executive may earn anywhere between 0% and 200% of the TSR PSUs based on the Company’s TSR measured against the Company’s peer group, subject to potential downward adjustments tied to the Company’s absolute TSR during the Performance Period. The remaining number of shares of Common Stock that may be issued to a Performance Award will be determined based on the Company’s average annual return on capital employed (“ROCE”) over the Performance Period (the “ROCE PSUs”). An executive may earn anywhere between 0% and 200% of the ROCE PSUs based on the Company’s ROCE.

Unless otherwise determined by the Board or the Compensation Committee of the Board, each recipient will forfeit his or her Performance Units if the recipient’s employment with the Company terminates during the Performance Period for any reason other than for death, disability, termination by the Company without cause or termination by the NEO for good reason.If employment is terminated during the Performance Period due to death, disability, termination by the Company without cause or termination by the NEO for good reason, the NEO is entitled to receive a pro rata portion of his Performance Units based on the number of PSUs granted that would be paid out at the target performance level multiplied by a fraction, the numerator of which is the number of days of the Performance Period the NEO remained an employee with the Company and the denominator of which is the number of days in the Performance Period. In the event of a change of control event of the Company during the Performance Period where either (a)the award is continued, assumed, or substituted with substantially equivalent terms and the grantee is subsequently termination covered under the Company’s Fifth Amended and Restated