Eclipse Resources Corporation (NYSE:ECR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
On August17, 2017, Eclipse Resources Corporation (the “Company”) entered into amended and restated executive employment agreements (each, an “Amended Employment Agreement” and collectively, the “Amended Employment Agreements”) with each of the following executive officers (each, an “Executive Officer” and collectively, the “Executive Officers”): (i)Benjamin W. Hulburt, Chairman, President and Chief Executive Officer of the Company, (ii)Matthew R. DeNezza, Executive Vice President and Chief Financial Officer of the Company, and (iii)Christopher K. Hulburt, Executive Vice President, Secretary and General Counsel of the Company.
The Amended Employment Agreements amended the existing employment agreements of the Executive Officers to, among other things, (i)reflect each Executive Officer’s current annual base salary (which is $600,000 for Mr.BenjaminW. Hulburt, $382,000 for Mr.DeNezza, and $340,000 for Mr.ChristopherK. Hulburt), (ii) extend the initial term of each employment agreement until August17, 2020, and (iii)revise certain of the severance benefits provided to the Executive Officers such that (A)there will be no acceleration of the vesting of any equity or long-term incentive awards granted to the Executive Officer under any Company long-term incentive plan, unless otherwise provided under the terms of the applicable long-term incentive plan or award agreement, and (B)the cash severance payable to the Executive Officer upon his termination of employment by the Company “without Cause” or by the Executive Officer for “Good Reason” (as those terms are defined in the Amended Employment Agreements) will be calculated using the Executive Officer’s “target” annual bonus for the fiscal year that includes his termination date instead of the average of the Executive Officer’s annual bonus for the three calendar years preceding his termination date.
Except as described above, the material terms and conditions of the existing employment agreements of the Executive Officers, as described in the Company’s definitive proxy statement relating to its 2017 Annual Meeting of Stockholders filed with the Securities and Exchange Commission (the “SEC”) on March23, 2017 and the Company’s Current Report on Form 8-K filed with the SEC on August29, 2014, remain unchanged.
Copies of the Amended Employment Agreements are filed as Exhibits 10.1, 10.2, and 10.3 to this Current Report on Form8-K and are incorporated herein by reference. The foregoing descriptions of the Amended Employment Agreements are not complete and are qualified in their entirety by reference to the full text of the Amended Employment Agreements.
| Item 5.02 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit Number |
Description |
| 10.1 | Amended and Restated Executive Employment Agreement, dated as of August17, 2017, by and between Eclipse Resources Corporation and Benjamin W. Hulburt. |
| 10.2 | Amended and Restated Executive Employment Agreement, dated as of August17, 2017, by and between Eclipse Resources Corporation and Matthew R. DeNezza. |
| 10.3 | Amended and Restated Executive Employment Agreement, dated as of August17, 2017, by and between Eclipse Resources Corporation and Christopher K. Hulburt. |
Eclipse Resources Corp ExhibitEX-10.1 2 d445605dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Execution Version AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this Agreement) is made and entered into effective as of August 17,…To view the full exhibit click here
About Eclipse Resources Corporation (NYSE:ECR)
Eclipse Resources Corporation (Eclipse) is an independent exploration and production company. The Company is engaged in the acquisition and development of oil and natural gas properties in the Appalachian Basin. The Company has assembled an acreage position approximating 221,700 net acres in Eastern Ohio. The Company is the operator of the Utica Core Area and its Marcellus Project Area. The Company has identified approximately 2,450 gross (594 net) remaining horizontal drilling locations across its acreage, which consist of approximately 450 locations within the Utica Core Area and over 140 locations within its Marcellus Project Area. The Company’s Utica Shale is an unconventional reservoir comprising organic-rich black shale, with production occurring at vertical depths between 6,000 and 10,000 feet. The Marcellus Shale consists of organic-rich black shale, with production occurring at vertical depths between 5,000 and 8,000 feet.