LILIS ENERGY, INC. (OTCMKTS:LLEX) 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
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective June 26, 2017 (the Effective Date), Lilis Energy, Inc.
(the Company) appointed James Linville as President of the
Company. In connection with his appointment, Mr. Linville entered
into an employment agreement with the Company. The initial term
of the employment agreement is scheduled to end on December 31,
2018, and the employment agreement will renew automatically for
additional one-year periods beginning on December 31, 2018,
unless either party gives notice of non-renewal at least 180 days
before the end of the then-current term.
Mr. Linvilles base salary will be $400,000 for the first year of
the employment agreement and $450,000 for the second year of the
employment agreement. This base salary will be reviewed
periodically for increase by the Companys Board of Directors (the
Board). Mr. Linville will be paid a lump sum cash signing bonus
of $100,000 on the first regular payroll date of the Company
following the Effective Date. Mr. Linville will also be eligible
to receive an additional cash bonus equal to no less than
$200,000 upon the one-year anniversary of the Effective Date,
subject to increase at the sole discretion of the Board, and
subject to Mr. Linvilles continued employment with the Company
through the payment date (the 2018 Bonus). Mr. Linville will also
be eligible to receive awards of equity and non-equity
compensation and to participate in the Companys annual and
long-term incentive plans, in each case as determined by the
Board in its discretion. He will also be eligible to participate
in the Companys general employee benefit and paid time off plans,
and to receive reimbursement for the direct rental costs for an
apartment or house in the San Antonio, Texas area.
On June 26, 2017, Mr. Linville received a conditional grant under
the Companys 2016 Omnibus Incentive Plan of (i) options to
purchase 325,000 shares of common stock with an exercise price of
$4.84 and (ii) 175,000 shares of restricted stock, which are in
each case, subject to stockholder approval of additional shares
under the 2016 Omnibus Incentive Plan at the Companys 2017 annual
meeting of stockholders. Both the options and the restricted
stock are scheduled to vest over two years, with 34% vesting on
the date of the grant, 33% vesting on the first anniversary of
the date of the grant and 33% vesting on the second anniversary
of the date of the grant, subject to continued service through
each vesting date.
Under his employment agreement, Mr. Linville will be entitled to
a lump sum severance payment equal to 12 months of base salary
plus COBRA premiums upon a termination by the Company without
cause or a termination by him for good reason (or 24 months if
the termination occurs within 12 months following a change in
control), in addition to any unpaid portion of his 2018 Bonus. If
his employment agreement is terminated due to death or
disability, he will be entitled to a lump sum severance payment
equal to six months of COBRA premiums. All severance payments
under Mr. Linvilles employment agreement are subject to his
execution and non-revocation of a release of claims against the
Company. The severance payments are also subject to reduction in
order to avoid any excise tax associated with Section 280G of the
Internal Revenue Code, but only if that reduction would result in
Mr. Linville receiving a greater net after tax benefit as a
result of the reduction.
All payments to Mr. Linville under his employment agreement will
be subject to clawback to the extent required by applicable law.
Further, Mr. Linville is subject to non-competition,
non-solicitation, anti-raiding, and confidentiality provisions
under his employment agreement.
The foregoing description of the Companys employment agreement
with Mr. Linville is not complete and is qualified in its
entirety by reference to the terms of such employment agreement,
a copy of which is attached as Exhibit 10.1 hereto.
Prior to his appointment as President of the Company, Mr.
Linville, age 52, most recently held the position of Senior
Director of Operations and Development for US Energy Development
Corporation (US Energy) from January 2016 to June 2017, where he
was a senior technical engineering, operational and resource
development professional in the company. During his time at US
Energy, Mr. Linville led a team of field and office staff
consisting of drilling, completions, operations, engineering,
reservoir, regulatory and environmental safety professionals.
Additionally, Mr. Linville was a member of the Capital Committee
at US Energy, tasked with deploying up to approximately $200
million annually in a portfolio of energy related investments,
primarily within the Delaware Basin and Eagle Ford. Prior to US
Energy, Mr. Linville was Director of Operations at American
Energy Permian Basin (AEPB) from January 2015 to July 2015, where
he managed field operations, completions, production and
facilities engineering for a large Midland Basin Wolfcamp shale
horizontal development program. Prior to moving into his position
as Director of Operations at AEPB, Mr. Linville was Director of
Acquisitions at American Energy Partners, LP (AELP) from February
2014 to January 2015, where he assembled and led the acquisitions
team, consisting of numerous petro-professionals (Reservoir,
Operations, Geoscience, Land), who were responsible for screening
over 400 acquisition opportunities. While at AELP, Mr. Linville
participated in and managed over 100 acquisition evaluations with
aggregate value greater than $12 billion. Previously, Mr.
Linville was employed at Devon Energy Corporation (Devon) from
January 2001 to January 2014, where he held various engineering
and management roles. Prior to Devon, Mr. Linville held various
leadership and engineering (reservoir, production, drilling) and
operational roles at Eastern American Energy, Consolidated Oil
Gas, Hallwood Petroleum, Unocal and his own firm Derrick
Engineering Corporation. Mr. Linville earned his Bachelor of
Science in Petroleum Engineering from New Mexico Tech and his
Master of Science in Environmental Engineering from Marshall
University. Throughout his career, he has held numerous
leadership roles within the Society of Petroleum Engineers (SPE)
and was an Industry Advisory Board member at New Mexico Tech and
the Oklahoma City SPE Chapter. In addition, Mr. Linville is a
Registered Professional Engineer.
Item 7.01 | Regulation FD Disclosure. |
On June 26, 2017, the Company issued a press release announcing
the appointment of Mr. Linville. A copy of that press release is
attached hereto as Exhibit 99.1.
The information in this Item 7.01 is being furnished and shall
not be deemed filed for any purpose, including for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liabilities of
such section. The information in this Item 7.01 shall not be
deemed incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Exchange Act
regardless of any general incorporation language in such filing,
except as shall be expressly set forth by specific reference in
such a filing.
Item 9.01 | Financial Statements Exhibits. |
(d) Exhibits
Exhibit No. |
Description |
|
10.1 |
Employment Agreement, dated June 26, 2017, between James |
|
99.1 |
Press Release of Lilis Energy, Inc. dated June 26, 2017. |
LILIS ENERGY, INC. ExhibitEX-10.1 2 v469608_ex10-1.htm EXHIBIT 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) is entered into as of June 26,…To view the full exhibit click here
About LILIS ENERGY, INC. (OTCMKTS:LLEX)
Lilis Energy, Inc. is an upstream independent oil and gas company. The Company is engaged in the acquisition, drilling and production of oil and natural gas properties and prospects. The Company drills for, operates and produces oil and natural gas wells through its land holdings located in Wyoming, Colorado, and Nebraska. Its total net acreage in the Denver-Julesburg (DJ) Basin is approximately 7,200 acres. The Company’s primary targets within the DJ Basin are the conventional Dakota and Muddy J formations. In addition to its DJ Basin holdings, it focuses on the Permian’s Delaware Basin in Winkler and Loving Counties, Texas and Lea County, New Mexico. The Company’s net acreage in the Delaware Basin is approximately 4,433 net acres. The vertical well produces approximately 690 net million cubic feet (mcf) per day. The well holds the lease to all depths, from surface down to approximately 22,000 feet, including the Wolfcamp, Bone Springs, and Avalon formations. LILIS ENERGY, INC. (OTCMKTS:LLEX) Recent Trading Information
LILIS ENERGY, INC. (OTCMKTS:LLEX) closed its last trading session down -0.17 at 4.84 with 212,706 shares trading hands.