SARATOGA RESOURCES, INC. (OTCMKTS:SARA) 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

(e)

Compensatory Arrangements of Certain Officers.

On January 25, 2017, Saratoga Resources, Inc. (the “Company”) entered into a new employment agreement with its Chairman and Chief Executive Officer, Thomas Cooke.

The employment agreement (i) has a three-year term and automatically renews for additional one-year terms thereafter unless either party provides notice of non-renewal at least thirty days in advance of the end of the then current term; (ii) provides for a base salary of $250,000 annually, subject to periodic review and upward adjustment by the board or compensation committee; (iii) provides for discretionary bonuses from time to time as determined by the board or compensation committee; (iv) provides additional benefits, vacation pay and expense reimbursement consistent with Company policy and that of other senior officers; and (v) provides for a 5-year stock option grant to purchase 500,000 shares of common stock at fair market value on the date of grant, vesting 20% on the date of grant and 20% each six months thereafter.  The employment agreement includes a deferral and accrual provision under which base salary commenced to accrue from May 26, 2016, the date of rejection of Mr. Cooke’s prior employment agreement, and all base salary accruing from that date, as well as expenses remaining unreimbursed, accrue and payment of the same is deferred until such time as the Company’s board determines, in its sole discretion, that the Company has adequate financial resources to pay such deferred amounts and current base salary and expenses, in part or in whole. Salary deferred under such provision bears simple interest at ten percent per annum and expense reimbursements deferred under such provision bear simple interest at thirteen percent per annum.

Reference is made to the employment agreement of Mr. Cooke, a copy of which is filed herewith, for a full description of the terms of employment.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

10.1

Employment Agreement, dated January 25, 2017, with Thomas F. Cooke

About SARATOGA RESOURCES, INC. (OTCMKTS:SARA)

Saratoga Resources, Inc. is an independent oil and natural gas company. The Company is engaged in the production, development, acquisition and exploitation of crude oil and natural gas properties. As of December 31, 2014, the Company’s properties consisted of 51,500 acres under lease, including 31,700 acres gross/net located in the transitional coastline in protected in-bay environments on parish and state leases in south Louisiana and 19,800 acres gross/net under federal leases in the shallow Gulf of Mexico shelf. The Company’s state and parish leases span 11 fields, which are characterized by over 30 years of development drilling and production history, including Grand Bay field, which has over 70 years of production history and over 258 million barrels of crude oil equivalent (MMBoe) produced as of December 31, 2014, and remains virtually unexplored at depths greater than 15,000 feet. As of December 31, 2014, its total proved reserves were 10.2 MMBoe.

SARATOGA RESOURCES, INC. (OTCMKTS:SARA) Recent Trading Information

SARATOGA RESOURCES, INC. (OTCMKTS:SARA) closed its last trading session up +0.020 at 0.230 with shares trading hands.