STONE ENERGY CORPORATION (NYSE:SGY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
2017 Annual Incentive Plan
On July 25, 2017, the Board of Directors (the “Board”) of Stone Energy Corporation (the “Company”) approved the Stone Energy Corporation 2017 Annual Incentive Compensation Plan (the “2017 Annual Incentive Plan”) for all salaried employees of the Company, including Kenneth H. Beer, Keith A. Seilhan and Lisa S. Jaubert. The 2017 Annual Incentive Plan is a performance-based incentive program that provides award opportunities based on the Company’s annual performance in six performance measures: (i)production, (ii) lease operating expense, (iii) EBITDA, (iv) 2017 fourth quarter actual SG&A expense, (v)reserves/resource enhancement and (vi) safety and environmental compliance. The target annual award opportunity for each of Messrs. Beer and Seilhan and Ms. Jaubert is 50% of the executive officer’s base salary. The 2017 Annual Incentive Plan will be administered by the Compensation Committee of the Board, and the plan and any award thereunder is subject to Compensation Committee and Board discretion. The 2017 Annual Incentive Plan replaces the Company’s 2005 Annual Incentive Compensation Plan.
Retention Award Agreement
On July 25, 2017, the Board approved retention awards and the form of Stone Energy Corporation Retention Award Agreement (the “Retention Award Agreement”) and authorized the Company to enter into Retention Award Agreements with Messrs. Beer and Seilhan and Ms. Jaubert. The Retention Award Agreement provides for a retention award to each of Messrs. Beer and Seilhan and Ms. Jaubert equal to one-half of the executive officer’s base salary to be paid in a lump sum cash payment within 30 days of the earliest to occur of (i)the first anniversary of the execution of the Retention Award Agreement subject to the executive officer remaining employed by the Company or a subsidiary of the Company on such date, (ii) a change in control of the Company or (iii) a termination of the executive officer’s employment with the Company (a) due to death, (b) by the Company without “cause” or (c) by the executive officer for “good reason.”
Executive Severance Plan
On July 25, 2017, the Board approved the Stone Energy Corporation Executive Severance Plan (the “Executive Severance Plan”), which provides for the payment of severance and change in control benefits to Messrs. Beer and Seilhan and Ms. Jaubert. to the Executive Severance Plan, if Messrs. Beer or Seilhan or Ms. Jaubert is terminated (i)by the Company without “cause” or (ii)by the executive officer for “good reason” (each, an “Involuntary Termination”) the executive officer will receive (i) a lump sum cash payment in an amount equal to 1.5x the executive officer’s annual base salary, (ii) a lump sum cash payment equal to 50% of the executive officer’s annual bonus opportunity, at target, prorated by the number of days that have elapsed from January 1 of that calendar year, (iii) six months of health benefit continuation for the executive officer and the executive officer’s dependents, (iv) accelerated vesting of any outstanding and unvested equity awards, (v) certain outplacement services and (vi) any unpaid portion of the executive officer’s annual pay as of the date of the Involuntary Termination. The Executive Severance Plan replaces the Stone Energy Corporation Executive Severance Plan dated December 13, 2016.
Executive officers of the Company have not been granted equity-based awards under the Stone Energy Corporation 2017 Long-Term Incentive Plan for the 2017 calendar year.
About STONE ENERGY CORPORATION (NYSE:SGY)
Stone Energy Corporation is an independent oil and natural gas company. The Company is engaged in the acquisition, exploration, exploitation, development and operation of oil and gas properties. The Company operates in the Gulf of Mexico (GOM) basin. It has leveraged its operations in the GOM conventional shelf and has its reserve base in the prolific basins of the GOM deep water, Gulf Coast deep gas, and the Marcellus and Utica shales in Appalachia. Its estimated proved oil and natural gas reserves are over 60 million barrels of oil equivalents (MMBoe) or 340 billion cubic feet equivalent (Bcfe). Over 95 MMBoe or 570 Bcfe of its estimated proved reserves are revised downward. It has made investments in seismic data and leasehold interests, and has geological, geophysical, engineering and operational operations in deep water arena to evaluate potential exploration, development and acquisition opportunities. It holds over two deep water platforms, producing reserves and various leases.