EXCO RESOURCES, INC. (NYSE:XCO) 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 April3, 2017, EXCO Resources, Inc. (the
Company) adopted the EXCO Resources,
Inc. 2017 Management Incentive Plan (the
MIP) for the Companys management and
vice-president level employees, including the Companys named
executive officers. The MIP provides for the payment of
performance-based Awards (as defined in the MIP) to eligible
employees, of which seventy-five percent (75%) of the Award is
payable in cash and twenty-five percent (25%) of the Award is
payable in shares of fully-vested restricted stock to the EXCO
Resources, Inc. Amended and Restated 2005 Long-Term Incentive
Plan (the Incentive Plan). Capitalized
terms used herein that are not otherwise defined shall have their
respective meanings set forth in the MIP.

Purpose

The purpose of the MIP is to attract and retain the Companys
management team and to encourage them to remain with, and devote
their best efforts to, the Company and its subsidiaries, and to
reward them for outstanding performance, thereby advancing the
interests of the Company and aligning managements interests with
those of the Companys shareholders. The MIP provides a means of
rewarding Participants (as defined below) based on the overall
performance of the Company and the achievement of Performance
Goals.

Term

The Board of Directors of the Company (the
Board) may terminate the MIP at any
time, or from time to time amend, modify or suspend the MIP.

Administration

The MIP will be administered by the Compensation Committee of the
Board (the Compensation Committee);
provided that, the Chief Executive Officer of the Company (the
CEO) may take such actions as are
expressly delegated to the CEO under the MIP. The Compensation
Committee is authorized to determine the employees that are
eligible to receive awards, establish the performance goals and
achievement levels, certify the achievement of the performance
goals, establish payout schedules, interpret the MIP, and adopt
such rules and regulations, consistent with the provisions of the
MIP, as it may deem advisable to carry out under the MIP. The
Compensation Committee may delegate to officers of the Company,
to a written delegation, the authority to perform specified
functions under the MIP.

Eligibility

Employees who are at the management or vice-president level are
eligible to participate in the MIP. For each calendar year, or
such shorter period in the event of a change of control (a
Performance Period), the Compensation
Committee will select the employees who are eligible to receive
an Award under the MIP (each, a
Participant). The Compensation
Committee will designate each Participant to a tier level,
consisting of either Tier 1 or Tier 2 Participants.

Performance Goals and Awards

For each Performance Period, the Compensation Committee will
establish (i)the Performance Goals for the Performance Period and
(ii)the Threshold Achievement, Target Achievement and Maximum
Achievement levels for each Performance Measure underlying the
Performance Goals. The Performance Measures under the MIP include
(each such Performance Measure, as defined in the MIP):
Production, General and Administrative Costs, Finding and
Development Costs, EBITDA and Lease Operating Expenses; provided
that each Performance Measure shall be adjusted on a pro forma
basis to take into account any acquisitions or dispositions
consummated during the Performance Period.

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One hundred percent of an Award granted to a Participant shall be
based on (i)the Companys Overall Performance Level, (ii)a
discretionary portion that is determined (x)with respect to the
Tier 1 Awards, by the Compensation Committee and (y)with respect
to the Tier 2 Awards, by the CEO, and (iii)a Safety Modifier (as
defined below) adjustment. For each Performance Period, the
Compensation Committee will establish a payout schedule setting
forth the Award amount potentially payable upon the achievement
of the Threshold Achievement, Target Achievement and Maximum
Achievement levels.

Ninety percent (90%) of an Award will be based on the Companys
Overall Performance Level, which is the sum of the weighted
actual achievement of the Performance Goals for each Performance
Measure in a particular Performance Period. Achievement of the
Performance Goals will be calculated on the basis of
straight-line interpolation between the Threshold Achievement,
Target Achievement and Maximum Achievement levels for each
Performance Measure underlying the Performance Goal. The
remaining ten percent (10%) of an Award shall be discretionary
and will be determined, (i)with respect to the Tier 1 Awards, in
the sole discretion of the Compensation Committee and (ii)with
respect to the Tier 2 Awards, in the sole discretion of the CEO,
in accordance with the terms of the MIP. In addition, the Award
Amounts that are based upon the Overall Performance Level are
subject to an automatic five percent (5%) positive or negative
adjustment based on the Safety Modifier, which is a comparison of
the Companys Total Recordable Incident Rate and the total
incident rate of nonfatal occupational injuries and illnesses for
the oil and natural gas industry in the year immediately
preceding the Performance Period (the Target
Recordable Incident Rate) (which, for the 2017
Performance Period, is Target Recordable Incident Rate of 0.7)
(the Safety Modifier). In the event
that the Companys Total Recordable Incident Rate for the
Performance Period is at or below the Target Recordable Incident
Rate, the portion of the Award that is based upon the Overall
Performance Level shall be automatically positively adjusted by
five percent (5%), while if the Companys Total Recordable
Incident Rate for the Performance Period is above the Target
Recordable Incident Rate, the portion of the Award that is based
upon the Overall Performance Level shall be automatically
negatively adjusted by five percent (5%).

For the Performance Period of January1 through December31, 2017,
each Participant will be entitled to an Award based on the
following Performance Measures and Performance Goals:

3

Once the Overall Performance Level is determined, the Award for
each of the Companys named executive officers, each of whom is a
Tier 1 Participant, will be determined using the following payout
schedule:

In 2017, for example, if the Companys Overall Performance Level
meets the Target Achievement level, then each of Messrs. Hickey,
Jameson and Farquharson would be entitled to an Award equal to
seventy percent (70%) of his base salary. For each of Messrs.
Hickey, Jameson and Farquharson, ninety percent (90%) of the
Award for the Target Achievement level would be a
non-discretionary payment, subject to adjustment based on the
Safety Modifier, and ten percent (10%) of the Award for the
Target Achievement level would be an amount that is determined by
the Compensation Committee in its sole discretion.

Once the Overall Performance Level is determined, the Award for
each Tier 2 Participant will be determined using the following
payout schedule:

Once the Award for each Participant has been determined, payment
of Awards under the MIP will be made as soon as administratively
possible after the end of each Performance Period, but in no
event later than March31 of the year immediately following the
end of the Performance Period. Seventy-five percent (75%) of each
Award will be paid in cash and twenty-five percent (25%) of each
Award will be paid in shares of fully-vested restricted stock to
the Incentive Plan (with the number of shares determined based on
the closing price of the Companys common stock on March 15th, or
if March 15th is not a trading day, the last trading day
immediately prior to March 15th).

The MIP also includes provisions regarding the payment of Awards
in the event of a change of control of the Company or a
Participants termination of employment.

The foregoing description of the MIP does not purport to be
complete and is qualified in its entirety by reference to the
MIP, a copy of which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated by reference herein.

Section9 Financial Statements and
Exhibits

Item9.01 Financial Statements and Exhibits.

(d) Exhibits.

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About EXCO RESOURCES, INC. (NYSE:XCO)

EXCO Resources, Inc. (EXCO) is an oil and natural gas company. The Company is engaged in the exploration, exploitation, acquisition, development and production of onshore United States oil and natural gas properties with a focus on shale resource plays. The Company’s principal operations are conducted in certain United States oil and natural gas areas, including Texas, Louisiana and the Appalachia region. The Company holds acreage positions in approximately three shale plays in the United States, including East Texas and North Louisiana, South Texas and Appalachia. In East Texas and North Louisiana, the Company holds approximately 83,800 net acres in the Haynesville and Bossier shales. In South Texas, it holds approximately 65,800 net acres in the Eagle Ford shale. In Appalachia, the Company holds approximately 137,400 net acres prospective in the Marcellus shale.

EXCO RESOURCES, INC. (NYSE:XCO) Recent Trading Information

EXCO RESOURCES, INC. (NYSE:XCO) closed its last trading session up +0.003 at 0.570 with 843,086 shares trading hands.