Resolute Energy Corporation (NYSE:REN) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 1.01 is incorporated herein by reference.
Item 1.01 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November6, 2017, Resolute Energy Corporation (the “Company”) announced that in connection with the closing of the sale of its Aneth Field assets on November6, 2017 to an affiliate of Elk Petroleum Limited (ASX: ELK), James M. Piccone would resign from his position as President of the Company at the end of 2017. On January1, 2018, Mr.Piccone resigned from his position as President and as a member of the Board of Directors of the Company and from all other officer or board positions of the Company’s subsidiaries (the “Resignation”). As a result of the Resignation, the size of the Board was decreased from nine (9)to eight (8)members.
In connection with the Resignation, Mr.Piccone and the Company entered into a Separation Agreement and Release (the “Separation Agreement”) dated January1, 2018. The Separation Agreement becomes irrevocable on January9, 2018. The material terms of the Separation Agreement, including compensation payable thereunder and treatment of long-term incentive (LTI) awards, are consistent with Mr.Piccone’s Employment Agreement with the Company dated January1, 2017 (the “Employment Agreement”) and Mr.Piccone’s various LTI award agreements. The following is a summary of the material terms of the Separation Agreement.
| • | Beginning in February 2018, Mr.Piccone will receive cash severance over a period of twenty-four (24)months equal to two (2)times his current base salary plus two (2)times his target short-term incentive (STI) bonus payment, less applicable taxes and withholdings. |
| • | All of Mr.Piccone’s unvested restricted cash incentive awards will remain outstanding and continue to vest through February 2019. |
| • | All of Mr.Piccone’s unvested time-based restricted stock, stock options and cash-settled stock appreciation rights vested on January1, 2018. |
| • | All of Mr.Piccone’s unvested performance-based restricted stock and all “outperformance shares” will remain outstanding and continue to vest or be earned, as applicable, through the end of the performance period ending March 2020. |
The Separation Agreement also generally provides for a release by Mr.Piccone of all claims related in any way to Mr.Piccone’s employment with and separation from the Company. Unless otherwise modified under the Separation Agreement, the provisions of the Employment Agreement remain in full force and effect, including, but not limited to, any confidentiality and restrictive covenants.
The above description of the Separation Agreement is qualified in its entirety by the complete copy of the Separation Agreement attached as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.
Item 1.01 Financial Statements and Exhibits.
(d) Exhibits
Resolute Energy Corp ExhibitEX-10.1 2 d511071dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Execution Version SEPARATION AGREEMENT AND RELEASE This SEPARATION AGREEMENT AND RELEASE (this Agreement) is entered into between James M. Piccone (Employee) and Resolute Energy Corporation,…To view the full exhibit click here
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.