Midstates Petroleum Company,Inc. (OTCMKTS:MPOYQ) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
The description of the Amendment (as defined below), described under Item 5.02 is incorporated in this Item 1.01 by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On and effective as of August22, 2017, Midstates Petroleum Company,Inc. (the “Company”) entered into an amendment (the “Amendment”) to its executive employment agreement withFrederic F. Brace, the Company’s President and Chief Executive Officer, originally effective October21, 2016 (as amended, the “Agreement”).
The Amendment (i)extends the term of the Agreement until April21, 2018 (the “Termination Date”), (ii)revises the duties of Mr.Brace to include service in a transitional capacity following the appointment by the Company of a replacement President and Chief Executive Officer, (iii)removes the obligation of the Company to pay an annual bonus to Mr.Brace from and after October21, 2017 and (iv)limits the Company’s severance obligations to Mr.Brace following October21, 2017, in the event of a qualifying termination of employment, to (a)a cash amount equal to the remaining base salary payable to Mr.Brace through the Termination Date, (b)continuation of welfare benefits through the Termination Date and (c)certain post-termination welfare benefits. In addition, the Amendment provides that on October21, 2017, the conclusion of the original term of the Agreement, Mr.Brace will be entitled to receive a pro-rata portion of his target bonus in respect of 2017 and all of his outstanding equity-based awards will vest.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment attached hereto as Exhibit10.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On August25, 2017, the Company issued a press release disclosing the Amendment described in this Current Report on Form8-K. A copy of the press release is attached hereto as Exhibit99.1.
The information furnished to this Item 7.01 and Exhibit99.1 shall not be deemed to be “filed” for the purposes of Section18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
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ExhibitNo. |
DescriptionofExhibit |
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10.1 |
Amendment No.1 to Executive Employment Agreement, dated as of August22, 2017, by and between Midstates Petroleum Company,Inc. and Frederic F. Brace. |
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99.1 |
Press Release, dated August25, 2017. |