Resolute Energy Corporation (NYSE:REN) 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.

2017 Long-Term Incentive Compensation Awards

On February 7, 2017, the Board of Directors (the Board) of
Resolute Energy Corporation (the Company) and its Compensation
Committee approved long-term incentive awards under the Companys
2009 Performance Incentive Plan (the Plan) to the Companys
employees including the Companys Named Executive Officers (the
NEOs), who are listed in the table below.

The awards to the NEOs consist of grants of restricted stock,
one-half of which vest by the passage of time (Time Vested
Shares) and one-half of which vest only upon achievement of
specified thresholds of cumulative total shareholder return (TSR)
as compared to a specified peer group (the Performance Vested
Shares). A TSR percentile (the TSR Percentile) is calculated
based on the change in the value of the Companys common stock
between the grant date and the applicable vesting date, including
any dividends paid during the period, as compared to the
respective TSRs of a specified group of 11 peer companies. The
Time Vested Shares vest automatically in three installments upon
the one-, two- and three-year anniversaries of the grant date.
The Performance Vested Shares vest in three installments to the
extent that the applicable TSR Percentile ranking thresholds are
met upon the one-, two- and three-year anniversaries of the grant
date. Performance Vested Shares that are eligible to vest on a
vesting date but do not qualify for vesting become eligible for
vesting again on the next vesting date. All Performance Vested
Shares that do not vest as of the final vesting date will be
forfeited on such date.

The awards also consist of the right to earn additional shares of
common stock upon achievement of a higher TSR Percentile
(Outperformance Shares). The Outperformance Shares are earned in
increasing increments based on a TSR Percentile attained over a
specified threshold. Outperformance Shares may be earned on any
vesting date to the extent that the applicable TSR Percentile
ranking thresholds are met in three installments on the one-,
two- and three-year anniversaries of the grant date.
Outperformance Shares that are earned at a vesting date will be
issued to the recipient; however, prior to such issuance, the
recipient is not entitled to stockholder rights with respect to
Outperformance Shares. Outperformance Shares that are eligible to
be earned but remain unearned on a vesting date become eligible
to be earned again on the next vesting date. The right to earn
any theretofore unearned Outperformance Shares terminates
immediately following the final vesting date.

The vesting schedule for the above awards continues as long as
the recipient is employed by the Company or, in the case of
Messrs. Sutton, Piccone and Gazulis, effects a qualifying
retirement. Any unvested shares are forfeited upon a recipients
termination of employment with the Company, other than in the
event of a qualifying retirement. Upon death or disability, all
Time Vested Shares and Performance Vested Shares shall vest, but
any unearned Outperformance Shares are no longer eligible to be
earned. Upon a change in control (as defined by the Plan), all
Time Vested Shares and Performance Vested Shares vest on the
terms set forth in the Plan, and any unearned Outperformance
Shares will be earned to the extent that the applicable
performance thresholds are met in the change in control
transaction. The 2017 equity awards to the Named Executive
Officers were as follows:

The terms of the 2017 equity awards are governed in all respects
by the terms of the Plan and the applicable Equity Incentive
Grant Agreements, and the above summary is qualified in its
entirety by reference thereto.The Form of Equity Incentive Grant
Agreement is attached hereto as Exhibit 4.1 and incorporated
herein by reference.

Promotion of Michael N. Stefanoudakis

On February 7, 2017, the Board also approved the promotion of
Michael N. Stefanoudakis from the position of Senior Vice
President, General Counsel and Secretary to the position of
Executive Vice President, General Counsel and
Secretary.Biographical and related information regarding Mr.
Stefanoudakis is set forth in the Companys proxy statement
relating to its 2016 annual stockholders meeting, and such
information is incorporated herein by reference.

Amended Employment Agreements

Finally, on February 7, 2017, the Board approved amended
employment agreements for each of Messrs. Piccone, Gazulis and
Stefanoudakis, which agreements are effective January 1, 2017,
and are substantially similar to the employment agreement entered
into by Mr. Betz and Mr. Sutton in January 2017, except as
described below.The following is a summary of the material terms
of the employment agreements for Messrs. Piccone, Gazulis and
Stefanoudakis.

The employment agreements for Messrs. Piccone, Gazulis and
Stefanoudakis provide for the payment ofannual base salaries,
effective January 1, 2017, initially in the amounts of $415,000,
$350,000 and $350,000, respectively, and annual short-term
incentive payments (as a percent of base salary) upon the
achievement of certain targets.Messrs. Piccone, Gazulis and
Stefanoudakis initial target annual short-term incentive (STI)
payment percentages are 50%, 50% and 90%, respectively. The
agreements also provide for the issuance of annual grants of
equity or equity related awards (valued as a percentage of base
salary). Messrs. Piccone, Gazulis and Stefanoudakis initial
target annual long-term incentive (LTI) payment percentages are
400%, 375% and 350%, respectively.In addition, each executive is
entitled, during the term of his employment agreement, to receive
such welfare benefits and other fringe

benefits (including, but not limited to vacation, medical,
dental, life insurance, 401(k) and other employee benefits and
perquisites) as the Company may offer from time to time to
similarly situated executive level employees, subject to
applicable eligibility requirements. The employment agreements
have an initial term commencing effective as of January 1, 2017,
and ending on December 31, 2017, with automatic additional one
year term extensions.

Each employment agreement provides that if the executives
employment is terminated (a) by the Company without cause, but in
the absence of a change in control, (b) by the executive with
good reason, or (c) by the Company or by the executive upon his
death or disability, the executive is entitled to receive, in
addition to earned but unpaid compensation, bonus payments,
employee benefits and business expense reimbursements (the
Accrued Payments), (i) payment of an amount equal to the
equivalent of 24 months of his base salary as of the date of
termination (ii) payment of an amount equal to a 2x multiple of
the executives target STI payment, (iii) payment of an amount
equal to a pro-rata portion of the target STI payment that
executive would have been entitled to for the calendar year of
termination (a Pro Rata Bonus),(iv) reimbursement on a monthly
basis of premiums for payments for COBRA or equivalent health
care coverage for 24 months, (v) vesting of any time-based
long-term incentive awards, and (vi) continued vesting of any
performance-based long-term incentive awards through the end of
the applicable performance period if any performance targets are
met during such period (the payments described in (i) through
(iv) are collectively referred to as the Severance Payments).The
terms cause, change in control and good reason have the
definitions set forth in the employment agreements.

Each employment agreement also provides that if the executives
employment is terminated by the Company without cause, or by the
executive with good reason, within six months prior to the
occurrence of a change in control or within two years following a
change in control, he is entitled to receive, in addition to
Accrued Payments, (i) an amount equal to a multiple of the sum of
(a) the executives annual base salary as of the termination date,
or, if greater, as of the date of the change in control, plus (b)
his target STI payment, calculated based on his annual base
salary as of the termination date, or, if greater, as of the date
of the change in control, (ii) payment of the Pro-Rata Bonus, and
(iii) reimbursement on a monthly basis of premiums for payments
for COBRA or equivalent health care coverage for 24 months (the
payments described in (i) through (iii) are collectively referred
to as the Change in Control Severance Payments).For Mr. Piccone
the severance multiple in subpart (i) is 2.75x and for Messrs.
Gazulis and Stefanoudakis the severance multiple is 2.5x.

In addition, upon a change in control, (i) any equity awards will
vest to the extent that the vesting of all outstanding awards is
accelerated by the Board under the terms of the Plan, and (ii)
any performance-based equity awards held by the executive will
vest to the extent that the stock price target or other
performance thresholds applicable to such awards are met in the
change in control transaction, as determined by the Board in its
reasonable discretion. Any performance-based equity awards held
by the executive that are not vested under the preceding sentence
will be automatically converted to time-based equity awards in
equal one-third proportions and the vesting of those awards will
be amended such that those awards shall vest over the executives
next three regularly scheduled vesting dates.Any remaining equity
awards that remain unvested will vest on the established vesting
date of such award, provided however, that in the event of a
termination of the executives employment by the Company (or its
successor) for any reason (other than for cause), or in the event
of a termination of his employment by the executive for good
reason, within two years following a change in control, such
unvested equity awards will immediately and automatically vest in
full and, in the case of options or other exercisable equity
awards, will remain exercisable for two years following such
termination of employment.

In addition, if the executives employment is terminated (i) by
the Company for any reason other than for cause or (ii) by the
executive for good reason within the six months prior to the
occurrence of a change in control, then the executive will be
treated for purposes of the vesting of equity awards as if he
continued to be employed through the date of the change in
control and the termination of his employment occurred
immediately following the change in control.

The timing and amount of any Severance Payments or Change in
Control Severance Payments to the executive may be modified to
comply with, and to avoid additional taxes or interest under,
Section 409A of the Internal Revenue Code of 1986, as amended.

The agreements contain confidentiality and non-compete provisions
substantially similar to existing agreements; provided that the
applicable non-compete period for each of Messrs. Piccone,
Gazulis and Stefanoudakis is 18 months in the event of a
resignation without good reason or termination for cause, 12
months in the event of a termination without cause or resignation
for good reason, and 6 months following a termination in
connection with a change in control.

The above description of the employment agreements is qualified
in its entirety by the complete copies of the employment
agreements attached as exhibits 10.1 and 10.2 to this Form 8-K
and incorporated herein by reference.

(d) Exhibits.

About Resolute Energy Corporation (NYSE:REN)

Resolute Energy Corporation is an independent oil and gas company. The Company is engaged in the exploitation, development, exploration for and acquisition of oil and gas properties. Its properties are Aneth Field located in the Paradox Basin in southeast Utah (the Aneth Field Properties or Aneth Field), and the Permian Basin in Texas and southeast New Mexico (the Permian Properties or Permian Basin Properties). It has an interest in gas gathering and compression facilities located within and adjacent to its Aneth Field Properties. Aneth Field is an oil field in southeast Utah, which produces approximately 6,290 equivalent barrels of oil per day. It owns working interests in the Aneth Unit, the McElmo Creek Unit and the Ratherford Unit. The Company has interests in approximately 27,750 gross (17,570 net) acres in the Permian Basin of Texas and southeast New Mexico. It covers over two project areas, including the Delaware Basin project area and the Northwest Shelf project area.

Resolute Energy Corporation (NYSE:REN) Recent Trading Information

Resolute Energy Corporation (NYSE:REN) closed its last trading session down -2.63 at 46.08 with 621,335 shares trading hands.