Eclipse Resources Corporation (NASDAQ:ECR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On January3, 2017, Eclipse Resources Corporation (the
Company) announced that, effective January1, 2017:
(i)Thomas S. Liberatore has assumed the new position of Executive
Vice President, Corporate Development and Geosciences of the
Company and will no longer serve as the Companys Chief Operating
Officer, and (ii)Oleg Tolmachev has been appointed Executive Vice
President and Chief Operating Officer of the Company.
Oleg Tolmachev, age 41, previously served as the Companys Vice
President, Drilling Completions since February 2013. Prior to
joining the Company, from April 2011 to February 2013,
Mr.Tolmachev served as the Senior Asset Manager, Utica Shale with
Chesapeake Energy Corporation where he was responsible for
leading an asset team comprised of land, geology, drilling,
resource development and operations for Chesapeake Energy
Corporations Utica Shale projects in Ohio. Prior to joining
Chesapeake Energy Corporation, from August 2008 to 2011,
Mr.Tolmachev held the position of Group Lead Completions,
Mid-Continent Business Unit at EnCana Oil and Gas (USA) Inc.
where he managed well completions and intervention operations in
its Barnett Shale, Deep Bossier and East Texas Haynesville Shale
business units. Mr.Tolmachev received his Bachelors of Science
degree in Petroleum Engineering from the University of Oklahoma.
In connection with Mr.Tolmachevs appointment as the Companys
Executive Vice President and Chief Operating Officer, the Company
and Mr.Tolmachev entered into an amended and restated executive
employment agreement, dated as of January1, 2017 (the
Employment Agreement).
The Employment Agreement is for a term of three years, and
automatically extends for an additional one-year renewal term for
every year thereafter unless the Company or Mr.Tolmachev gives
written notice to the other party that the automatic extension
will not occur at least 90 days prior to the end of the initial
term, or, if applicable, the then-current renewal term, in each
case, unless terminated earlier in accordance with the terms and
conditions set forth therein. to the terms of the Employment
Agreement, Mr.Tolmachev will (i)receive an annual base salary of
$355,000 and (ii)be eligible to receive an annual
performance-based bonus with a target value equal to 85% of his
base salary. The base salary and the annual performance-based
bonus percentage may be increased by the Companys Board of
Directors or a designated committee thereof in its discretion but
may not be decreased without Mr.Tolmachevs written consent.
The Employment Agreement also provides Mr.Tolmachev with certain
severance benefits upon termination. If Mr.Tolmachevs employment
is terminated by the Company without Cause or by Mr.Tolmachev for
Good Reason (as such terms are defined in the Employment
Agreement), then:
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the Company will make a lump sum payment to Mr.Tolmachev equal to two times the sum of (i)his annual base salary as of the termination date, and (ii)the amount equal to his target annual bonus for the fiscal year that includes the termination date; |
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the Company will reimburse Mr.Tolmachev for any amounts necessary to continue the health care coverage under the Companys group health plans for him and his qualified dependents for a period of up to 18 months following the termination date (the Post-Employment Health Coverage); and |
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the Company will pay Mr.Tolmachev a prorated annual bonus for the year of termination. |
If Mr.Tolmachevs employment is terminated upon his death or
Disability (as defined in the Employment Agreement), then the
Company will make a lump sum payment to Mr.Tolmachev equal to one
times his annual base salary as of the termination date and the
Company will provide him with the Post-Employment Health
Coverage.
The Employment Agreement also contains non-solicitation,
non-competition and confidentiality covenants on behalf of
Mr.Tolmachev in favor of the Company. In addition, any amounts
payable to Mr.Tolmachev under the Employment Agreement will be
subject to any clawback policy established by the Company from
time to time.
A copy of the Employment Agreement is filed as Exhibit 10.1 to
this Current Report on Form 8-K and is incorporated herein by
reference. The foregoing description of the Employment Agreement
is not complete and is qualified in its entirety by reference to
the full text of the Employment Agreement.
Item7.01 Regulation FD Disclosure.
On January3, 2017, the Company issued a press release announcing,
among other things, these executive management changes. A copy of
this press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
The information under this Item7.01, including Exhibit 99.1, is
being furnished to Item7.01 of Form 8-K and shall not be deemed
filed for purposes of Section18 of the Securities Exchange Act of
1934, as amended (the Exchange Act), or otherwise subject
to liabilities of that section, and is not incorporated by
reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act unless specifically identified
therein as being incorporated therein by reference.
Item9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
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Exhibit Number |
Description |
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| 10.1 |
Amended and Restated Executive Employment Agreement, dated as of January1, 2017, by and between Eclipse Resources Corporation and Oleg Tolmachev |
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| 99.1 | Press Release dated January3, 2017 |