CONTANGO ORE, INC. (OTCMKTS:CTGO) 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.
CONTANGO ORE, INC. (OTCMKTS:CTGO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Retention Agreement
On June 10, 2020, the Company entered into a Retention Payment Agreement (the “Retention Agreement”) with Rick Van Nieuwenhuyse, the Company’s President and Chief Executive Officer, providing for a payment in an amount of $350,000 upon the occurrence of certain conditions. The Retention Agreement is triggered upon a change of control (as defined in the Retention Agreement) which occurs on or prior to August 6, 2025, provided that Mr. Van Nieuwenhuyse is employed by the Company when the change of control occurs.
The foregoing summary of the Retention Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the complete text of the Retention Agreement, a copy of which is being filed as Exhibit 10.1 and is incorporated herein by reference.
Short Term Incentive Plan
In accordance with Mr. Van Nieuwenhuyse’s previously disclosed Offer Letter, dated January 6, 2020, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) adopted the STIP effective as of June 10, 2020, for the benefit of Mr. Van Nieuwenhuyse. to the terms of the STIP, the Compensation Committee will establish performance goals each year and evaluate the extent to which, if any, Mr. Van Nieuwenhuyse meets such goals. The STIP provides for a payout equal to 25% of Mr. Van Nieuwenhuyse’s annual base salary if the minimum performance target established by the Compensation Committee is met, 100% of his annual base salary if all performance goals are met, and up to 200% of his annual base salary if the maximum performance target is met. Amounts due under the STIP will be payable 50% in cash and 50% in the form of restricted stock granted under the Contango ORE, Inc. Amended and Restated 2010 Equity Incentive Plan (as amended, the “Plan”), vesting in two equal annual installments on the first and second anniversaries of the grant date, and subject to the terms of the Plan. In addition, in the event of a Change of Control (as defined in the Plan) during the term of the STIP, the Compensation Committee, in its sole and absolute discretion, may make a payment to Mr. Van Nieuwenhuyse in an amount up to 200% of his annual base salary, payable in cash, shares of common stock of the Company under the Plan or a combination of both, as determined by the Compensation Committee, not later than 30 days following such Change of Control.
The foregoing summary of the STIP does not purport to be complete and is subject to and qualified in its entirety by reference to the complete text of the STIP, a copy of which is being filed as Exhibit 10.2 and is incorporated herein by reference.
(d) Exhibits.
Contango ORE, Inc. Exhibit
EX-10.2 2 a52238534ex10_2.htm EXHIBIT 10.2 Exhibit 10.2 CONTANGO ORE,…
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EX-10.2 2 a52238534ex10_2.htm EXHIBIT 10.2 Exhibit 10.2 CONTANGO ORE,…
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About CONTANGO ORE, INC. (OTCMKTS:CTGO)
Contango ORE, Inc. is engaged in the participation in a joint venture to explore in the State of Alaska for gold ore and associated minerals. The Company’s primary focus is the exploration of a mineral lease with the Native Village of Tetlin whose governmental entity is the Tetlin Tribal Council (Tetlin Tribal Council) for the exploration of minerals near Tok, Alaska on over an estimated 675,000 acres (the Tetlin Lease). It has formed a joint venture, Peak Gold, LLC (the Joint Venture Company), to advance exploration of the Tetlin Property, which is prospective for gold and associated minerals. The Tetlin Property is located in the Tetlin Hills and Mentasta Mountains of eastern interior Alaska, over 300 kilometers southeast of the city of Fairbanks and approximately 20 kilometers southeast of Tok, Alaska. As of June 30, 2016, the Tetlin Lease and unpatented mining claims held by the Joint Venture Company included Tetlin-Tok, Eagle, Bush, West Fork, Triple Z and Tetlin-Village.
