C Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November30, 2016, CJ Energy Services Ltd. (the Company)
entered into amendments to the existing employment agreements
(collectively, the Executive Employment Agreement Amendments) of
each of Mr.DonaldJ. Gawick, Mr.Everett Mike Hobbs, Mr.Mark
Cashiola, Ms.Danielle Hunter, Mr.Patrick Bixenman, Mr.Edward
Keppler, Mr.Nicholas Petronio and Mr.Timothy Wallace in
connection with the Companys determination that such persons will
continue to serve as executive officers of the reorganized
company in the positions noted below following emergence from the
Chapter 11 cases being administered under the caption In re:
CJ Holding Co., et al., Case No.16-33590 in the United
States Bankruptcy Court for the Southern District of Texas,
Houston Division:
|
Name |
Title |
|
| Donald Gawick | President Chief Executive Officer, Director | |
| Everett (Mike) Hobbs | Chief Operating Officer | |
| Mark Cashiola | Chief Financial Officer and Chief Accounting Officer | |
| Danielle Hunter |
Executive Vice President, General Counsel, Chief Risk Compliance Officer |
|
| Patrick Bixenman | Chief Administrative Officer and PresidentResearch Technology | |
| Edward Keppler | PresidentCorporate Operational Development | |
| Nicholas Petronio | PresidentWell Services | |
| Timothy Wallace | PresidentCompletion Services |
Additionally, the Company entered into amendments to the existing
employment agreements of each of Mr.JamesH. Prestidge, Jr. and
Mr.Larry Heidt, determining, among other things, that such
persons are no longer deemed senior executive officers of the
Company and will not be appointed senior executive officers of
the reorganized company.
Amendment of the Employment Agreements of Mr.DonaldJ.
Gawick, Mr.Everett Hobbs, Mr.Mark Cashiola, Ms.Danielle Hunter,
Mr.Patrick Bixenman, Mr.Edward Keppler, Mr.Nicholas Petronio and
Mr.Timothy Wallace
The Company and Mr.DonaldJ. Gawick entered into a second
amendment to his existing employment agreement (the Gawick Second
Amendment), effective November30, 2016. The Gawick Second
Amendment amends the existing employment agreement between the
Company and Mr.Gawick dated September26, 2014, effective as of
March24, 2015 and previously filed as Exhibit 10.7 to the
Companys Registration Statement on Form S-4, dated September29,
2014, as amended by the first amendment to the employment
agreement dated June23, 2016, effective as of June14, 2016 and
previously filed as Exhibit 10.1 to the Companys Current Report
on Form 8-K, dated June29, 2016. to the Gawick Second Amendment,
Mr.Gawick will continue to serve as the Companys President and
Chief Executive Officer.
The Company and Mr.Everett Mike Hobbs entered into an amendment
to his existing employment agreement (the Hobbs First Amendment),
effective November30, 2016. The Hobbs First Amendment amends the
existing employment agreement between the Company and Mr.Hobbs,
effective August22, 2016 and previously filed as Exhibit 10.2 to
the Companys Current Report on Form 8-K, dated August22, 2016.
Mr.Hobbs currently serves as the Companys Chief Operating
Officer.
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The Company and Mr.Mark Cashiola entered into an amendment to his
existing employment agreement (the Cashiola First Amendment),
effective November30, 2016. The Cashiola First Amendment amends
the existing employment agreement between the Company and
Mr.Cashiola dated June23, 2016, effective as of June15, 2016 and
previously filed as Exhibit 10.2 to the Companys Current Report
on Form 8-K, dated June29, 2016.
The Company and Ms.Danielle Hunter entered into an amendment to
her existing employment agreement (the Hunter First Amendment),
effective November30, 2016. The Hunter First Amendment amends the
existing employment agreement between the Company and Ms.Hunter
dated June23, 2016, effective as of June15, 2016 and previously
filed as Exhibit 10.3 to the Companys Current Report on Form 8-K,
dated June29, 2016.
The Company and Mr.Patrick Bixenman entered into an amendment to
his existing employment agreement (the Bixenman First Amendment),
effective November30, 2016. The Bixenman First Amendment amends
the existing employment agreement between the Company and
Mr.Bixenman, effective August22, 2016 and previously filed as
Exhibit 10.1 to the Companys Current Report on Form 8-K, dated
August22, 2016.
The Company and Mr.Edward Keppler entered into an amendment to
his existing employment agreement (the Keppler First Amendment),
effective November30, 2016. The Keppler First Amendment amends
the existing employment agreement between the Company and
Mr.Keppler, effective June23, 2016 (the Keppler Employment
Agreement), a copy of which is filed as Exhibit 10.13 to this
Current Report on Form 8-K.
The Company and Mr.Nicholas Petronio entered into an amendment to
his existing employment agreement (the Petronio First Amendment),
effective November30, 2016. The Petronio First Amendment amends
the existing employment agreement between the Company and
Mr.Petronio, effective August22, 2016 and previously filed as
Exhibit 10.3 to the Companys Current Report on Form 8-K, dated
August22, 2016.
The Company and Mr.Timothy Wallace entered into an amendment to
his existing employment agreement (the Wallace First Amendment),
effective November30, 2016. The Wallace First Amendment amends
the existing employment agreement between the Company and
Mr.Wallace, effective October6, 2016, and previously filed as
Exhibit 10.1 to the Companys Current Report on Form 8-K, dated
October11, 2016.
Among other things, the Executive Employment Agreement Amendments
provide in pertinent part that the Companys emergence from
bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy
Code will not constitute a Change of Control, as defined in each
executives employment agreement, as amended. Additionally, the
Executive Employment Agreement Amendments allow the compensation
committee of the board of directors of the Company (the
Compensation Committee) to determine that up to 50% of the value
of any annual bonus payable to the executive will be paid in
stock of the Company and the remainder paid in cash.
The foregoing description of the each of the Executive Employment
Agreement Amendments are not complete and are qualified in their
entirety by reference to the complete text of the respective
amendments, copies of which are filed as Exhibits 10.1, 10.2,
10.3, 10.4, 10.5, 10.6, 10.7, and 10.8, respectively, and
incorporated herein by reference.
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Amendment of the Employment Agreements of Mr.JamesH.
Prestidge, Jr. and of Mr.Larry Heidt
The Company and Mr.JamesH. Prestidge, Jr. entered into an
amendment to his existing employment agreement (the Prestidge
Second Amendment), effective November30, 2016. The Prestidge
Second Amendment amends the existing employment agreement between
the Company and Mr.Prestidge dated September26, 2014, effective
as of March24, 2015 and previously filed as Exhibit 10.10 to the
Companys Registration Statement on Form S-4, dated September29,
2014 (the Prestidge Employment Agreement), as amended by the
first amendment to the employment agreement dated September2,
2016 (the Prestidge First Amendment and, together with the
Prestidge Second Amendment, the Prestidge Amendments).
to the Prestidge Employment Agreement, as amended by the
Prestidge Amendments (the Prestidge Amended Employment
Agreement), Mr.Prestidge continues to serve as Chief Strategy
Officer for a term ending on the date that Mr.Prestidges
employment terminates in accordance with the terms of the
Prestidge Amended Employment Agreement. Mr.Prestidge is currently
working at a reduced schedule and the Prestidge Amended
Employment Agreement provides that he receives an annual base
salary of $270,000, which amount is subject to annual review and
may be increased, but not decreased, without Mr.Prestidges
written consent. Mr.Prestidge is eligible to receive an annual
bonus equal to 100 percent of his annual base salary for each
full calendar year beginning on or after January1, 2015 that he
is employed by the Company in which the Company achieves certain
targets as set forth by the Compensation Committee. In addition,
Mr.Prestidge is eligible to receive discretionary bonuses as
determined solely by the Board, employee benefits for him and his
eligible family members that the Company ordinarily provides to
similarly situated employees and long-term equity compensation
awards, beginning in 2015, at a target award level of no less
than Mr.Prestidges Total Cash Compensation (as defined in the
Prestidge Amended Employment Agreement).
The Company and Mr.Larry Heidt also entered into an amendment to
his existing employment agreement (the Heidt Second Amendment),
effective November30, 2016. The Heidt Second Amendment amends the
existing employment agreement between the Company and Mr.Heidt
dated March24, 2015 (the Heidt Employment Agreement), as amended
by the first amendment to the employment agreement dated
February2, 2016 (the Heidt First Amendment and, together with the
Heidt Second Amendment, the Heidt Amendments).
to the Heidt Employment Agreement, as amended by the Heidt
Amendments (the Heidt Amended Employment Agreement), Mr.Heidt
serves as President of Industry Relations for a term ending on
the date that Mr.Heidts employment terminates in accordance with
the terms of the Heidt Amended Employment Agreement. Mr.Heidt is
currently working at a reduced schedule and the Heidt Amended
Employment Agreement provides that Mr.Heidt receives an annual
base salary of $270,000, which amount is subject to annual review
and may be increased, but not decreased, without Mr.Heidts
written consent. Mr.Heidt is eligible to receive an annual bonus
equal to 100 percent of his annual base salary for each full
calendar year beginning on or after January1, 2015 that he is
employed by the Company in which the Company achieves certain
targets as set forth by the Compensation Committee. In addition,
Mr.Heidt is eligible to receive discretionary bonuses as
determined solely by the Board, employee benefits for him and his
eligible family members that the Company ordinarily provides to
similarly situated employees and long-term equity compensation
awards, beginning in 2015, at a target award level of no less
than Mr.Heidts Total Cash Compensation (as defined in the Heidt
Amended Employment Agreement).
Among other things, the Prestidge Second Amendment and the Heidt
Second Amendment provide that the restructuring transactions
contemplated by the plan of reorganization arising under the
Companys bankruptcy proceedings under Chapter 11 of the U.S.
Bankruptcy Code, including the emergence from bankruptcy as
contemplated thereby, will not constitute a Change of Control, as
defined
4
in the Prestidge Amended Employment Agreement and Heidt Amended
Employment Agreement, respectively. Additionally, both the
Prestidge Second Amendment and the Heidt Second Amendment allow
the Compensation Committee to determine that up to 50% of the
value of any annual bonus payable to Mr.Prestidge or Mr.Heidt,
respectively, will be paid in stock of the Company and the
remainder paid in cash. Following the Companys emergence from
bankruptcy neither Mr.Prestidge nor Mr.Heidt will serve as
executive officer of the reorganized company.
Additionally, among other things, the Prestidge Second Amendment
and the Heidt Second Amendment provide for the following
severance payment and benefits:
|
If executive is terminated other than for cause, death or permanent disability (each as defined in the Prestidge Amended Employment Agreement), in each case, outside of the period beginning 30 days prior to the effective date of a change of control (as defined in the Prestidge Amended Employment Agreement) and ending on the two year anniversary of the effective date of such change of control (the Protected Period), then executive will be eligible to receive: (i)to the extent unpaid, the sum of executives base salary earned through the date of termination and any accrued, unused vacation pay earned by executive and any unreimbursed business expenses, (ii)subject to satisfaction of any applicable performance targets, any of executives unpaid bonuses with respect to a previous calendar year completed prior to the date of termination (without regard to any continued employment requirement) (each (i)and (ii), the Accrued Obligations), and (iii)subject to executives execution of a release and compliance with certain restrictive covenants specified in the Prestidge Amended Employment Agreement, (a)lump sum payment of an amount equal to two times executives annualized base salary in effect on the date of termination and (b)a lump sum payment of an amount equal to all Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), premiums that would be payable for the 12 month period beginning on the date of termination, assuming that executive and executives eligible dependents elected COBRA coverage (without regard to whether actual coverage was elected or would be applicable for the entire 12 month period). |
|
If executive is terminated other than for cause, death or permanent disability, during the Protected Period in connection with a change of control, then executive will be eligible to receive (in lieu of the ordinary severance payments and benefits described above): (i)the Accrued Obligations, and (ii)subject to executives execution of a release and compliance with certain restrictive covenants specified in the Prestidge Amended Employment Agreement (a)lump sum payment of an amount equal to two times executives annualized base salary in effect on the date of termination and (b)a lump sum payment of an amount equal to all COBRA premiums that would be payable for the 12 month period beginning on the date of termination, assuming that executive and executives eligible dependents elected COBRA coverage (without regard to whether actual coverage was elected or would be applicable for the entire 12 month period). |
|
If executive is terminated by reason of death or permanent disability, then executive will be eligible to receive: (i)the Accrued Obligations, (ii)payment of the annual bonus for the calendar year in which the termination occurs based on actual performance, (iii)full vesting of any and all long-term equity compensation awards held by executive (provided that any awards intended to be performance-based compensation within the meaning of Section162(m) of the Internal Revenue Code shall be paid at the target level without regard to actual performance), with any unexercised stock options remaining exercisable for their full term, and (iii)timely payment or provision of any and all benefit obligations provided under Section3.4 of the Prestidge Amended Employment Agreement (which includes, but is not limited to, employee benefits, sick-leave benefits, disability insurance and paid vacation), which under their terms are payable in the event of executives death or permanent disability. |
5
The foregoing description of the Prestidge Amendment Employment
Agreement, including Prestidge Second Amendment thereto, and the
Heidt Amendment Employment Agreement, including the Heidt Second
Amendment, are not complete and are qualified in their entirety
by reference to the complete text of each such agreements, copies
of which are filed as Exhibits 10.9, 10.10, 10.11 and 10.12,
respectively, and incorporated herein by reference.
| Item8.01 | Other Events. |
To the extent required, the information included in Item5.02 of
this Current Report on Form 8-K is incorporated into this
Item8.01.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
ExhibitNo. |
Description of Exhibit |
|
| *10.1 |
Second Amendment to Employment Agreement dated as of November 30, 2016 by and between CJ Energy Services Ltd. and Donald J. Gawick. |
|
| *10.2 |
First Amendment to Employment Agreement dated as of November 30, 2016 by and between CJ Energy Services Ltd. and Everett Hobbs. |
|
| *10.3 |
First Amendment to Employment Agreement dated as of November 30, 2016 by and between CJ Energy Services Ltd. and Mark Cashiola. |
|
| *10.4 |
First Amendment to Employment Agreement dated as of November 30, 2016 by and between CJ Energy Services Ltd. and Danielle Hunter. |
|
| *10.5 |
First Amendment to Employment Agreement dated as of November 30, 2016 by and between CJ Energy Services Ltd. and Patrick Bixenman. |
|
| *10.6 |
First Amendment to Employment Agreement dated as of November 30, 2016 by and between CJ Energy Services Ltd. and Edward Keppler. |
|
| *10.7 |
First Amendment to Employment Agreement dated as of November 30, 2016 by and between CJ Energy Services Ltd. and Nicholas Petronio. |
|
| *10.8 |
First Amendment to Employment Agreement dated as of November 30, 2016 by and between CJ Energy Services Ltd. and Timothy Wallace. |
|
| *10.9 |
First Amendment to Employment Agreement dated as of September 2, 2016 by and between CJ Energy Services Ltd. and James H. Prestidge, Jr. |
|
| *10.10 |
Second Amendment to Employment Agreement dated as of November 30, 2016 by and between CJ Energy Services Ltd. and James H. Prestidge, Jr. |
|
| *10.11 |
First Amendment to Employment Agreement dated as of February 2, 2016 by and between CJ Energy Services Ltd. and Larry Heidt. |
|
| *10.12 |
Second Amendment to Employment Agreement dated as of November 30, 2016 by and between CJ Energy Services Ltd. and Larry Heidt. |
|
| *10.13 |
Employment Agreement dated as of June 23, 2016 by and between CJ Energy Services Ltd. and Edward Keppler. |
| * | Filed herewith. |
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About C&J Energy Services Ltd. (NYSE:C)
Citigroup Inc. (Citi) is a financial services holding company. The Company’s businesses provide consumers, corporations, governments and institutions with a range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, trade and securities services and wealth management. It operates through two segments: Citicorp and Citi Holdings. Citicorp is focused on providing products and services to customers and leveraging the Company’s global network, including various economies. Global Consumer Banking (GCB) consists of Citi’s geographical consumer banking businesses that provide traditional banking services to retail customers through retail banking, including commercial banking, and Citi-branded cards and Citi retail services. Citi Holdings contains businesses and portfolios of assets that Citi has determined are not central to its core Citicorp businesses. C&J Energy Services Ltd. (NYSE:C) Recent Trading Information
C&J Energy Services Ltd. (NYSE:C) closed its last trading session up +0.64 at 57.92 with 24,404,549 shares trading hands.
