Rex Energy Corporation (NASDAQ:REXX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
(b) On August7, 2017, Jennifer L. McDonough tendered her resignation from her position as Senior Vice President, General Counsel and Secretary for Rex Energy Corporation (“Rex Energy”) and its wholly owned subsidiary, Rex Energy Operating Corp. (“Rex Operating,” and together with Rex Energy, the “Company”). To facilitate an orderly transition of her duties and responsibilities, Ms.McDonough will remain in her role with the Company through September8, 2017.
(e) On August11, 2017, the Company entered into agreements to provide change in control protections with certain executives, including, but not limited to, Thomas Rajan, its Chief Financial Officer; Robert Ovitz, its Chief Operating Officer; and Scott Hodges, its Senior Vice President, Land and Business Development. Each of Messrs. Rajan, Ovitz, and Hodges are named executive officers in the Company’s 2017 Definitive Proxy Statement.
The agreements, which are intended to aid retention, are double trigger agreements that provide for customary protections in the context of a change in control transaction. They have an initial term that commences August11, 2017 and expires December31, 2019; thereafter, the agreements will automatically renew each December31 for one additional year unless terminated by either party at least 90 days prior to autorenewal. If a change in control transaction occurs when there is less than 12 months remaining during the term, the then-current term will extend automatically through the date that is 12 months following the effective date of the change in control transaction.
The agreements provide that if the executive’s employment is terminated, or the executive resigns with “Good Reason”, in either case as a “Direct Result” of a “Change in Control” transaction or within 12 months of the consummation of the transaction, the executive, after satisfying certain eligibility criteria, will be paid a severance benefit equal to 18 months of his or her annual base salary as in effect prior to the termination or resignation. The Company will also reimburse premiums for COBRA healthcare continuation coverage for a period of 18 months. Payment of the benefits is contingent upon, among other things, the executive’s execution of a release in favor of the Company within 60 days of termination of employment. The terms “Good Reason,” “Direct Result,” and “Change in Control,” and other terms, are specifically defined in the agreements.
The agreements are not employment agreements, and all recipients remain “at will” employees as defined under applicable law; as such, either the Company or the recipient may terminate the employment relationship at any time and for any lawful reason.
The change in control agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K. All recipients received an agreement in the form attached as Exhibit 10.1, and all were executed and became effective on August11, 2017. The above summary is expressly qualified by the text of the agreement, and readers are encouraged to refer to Exhibit 10.1 for additional information.
| Item 5.02 | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit Number |
Exhibit Title |
| 10.1 | Form of Change In Control Agreement as entered into with certain Named Executive Officers, among others, effective as of August11, 2017. |
REX ENERGY CORP ExhibitEX-10.1 2 d395597dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 366 Walker Drive State College,…To view the full exhibit click here
About Rex Energy Corporation (NASDAQ:REXX)
Rex Energy Corporation is an independent oil, natural gas liquid (NGL) and natural gas company. The Company has operations in the Appalachian Basin and Illinois Basin. In the Appalachian Basin, the Company is focused on its Marcellus Shale, Utica Shale and Upper Devonian (Burkett) Shale drilling and exploration activities. In the Illinois Basin, the Company is focused on its developmental oil drilling on its properties. The Company owns an interest in approximately 1,820 oil and natural gas wells. The Company produces an average of over 195.8 net millions of cubic feet equivalent (MMcfe) per day, composed of approximately 62.4% natural gas, over 9.5% oil and approximately 28.1% NGLs. In the Illinois Basin, the Company produces an average of approximately 1,998 barrels of oil per day (bopd). Including both developed and undeveloped acreage, the Company controls approximately 99,200 gross (over 79,700 net) acres in Illinois, Indiana and Kentucky.
