Swift Energy Company (OTCMKTS:SWTF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Swift Energy Company (OTCMKTS:SWTF) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangement of Certain Officers
On March 17, 2017, the board of directors (the Board) of Swift
Energy Company (the Company) announced the appointment of
Christopher M. Abundis as the Companys Senior Vice President,
General Counsel and Secretary, effective as of March 20, 2017
(the Effective Date).
Mr. Abundis will lead the Companys legal and administration
efforts including Legal, Human Resources, Corporate Services and
Records. From April 2016 to March 2017, Mr. Abundis was Vice
President, General Counsel and Secretary for the Company. He has
also served the Board of Directors as Secretary of the Company, a
position that he has held since August 2012. From February 2007
to August 2012, Mr. Abundis served as Assistant Secretary of the
Company and has provided legal consultation in corporate
governance, securities law and other corporate related matters in
progressive positions of responsibility including Senior Counsel,
Counsel and Associate Corporate Counsel. Mr. Abundis received a
Bachelor of Business Administration and Master of Science in
Accounting from Texas AM University and a Juris Doctor from South
Texas College of Law. Mr. Abundis has no family relationships
with any director, executive officer or person nominated or
chosen by the Company to become a director or executive officer
of the Company. Mr. Abundis is not a party to any transaction
required to be disclosed to Item 404(a) of Regulation S-K.
In connection with Abundis appointment, the Company and Mr.
Abundis entered into an employment agreement, effective as of the
Effective Date (the Employment Agreement). The Employment
Agreement provides for an initial three-year term with automatic
renewals for an additional one-year period unless written notice
of non-renewal is provided by either party at least 60 days prior
to the expiration of the then-current initial term or renewal
term. Under the Employment Agreement, Mr. Abundis is entitled to
receive an annualized base salary of $315,000 and eligible to
receive an annual discretionary bonus with a target value of not
less than 70% (and a maximum value of 140%) of Mr. Abundis
annualized base salary. The Employment Agreement also provides
that, for each year in which he is employed by the Company
thereunder, Mr. Abundis will be eligible to receive annual equity
awards with an aggregate target value of approximately 70% of his
annualized base salary on the date of grant under the Companys
equity incentive plan, with the terms of such awards determined
by the Board (or a committee thereof) in its sole discretion. The
Employment Agreement further provides that Mr. Abundis is
eligible to participate in the Companys benefit plans on the same
terms as other senior executives of the Company.
to the Employment Agreement, if Abundis employment is terminated
by the Company without Cause (as defined in the Employment
Agreement) or by Mr. Abundis for Good Reason (as defined in the
Employment Agreement), subject to Mr. Abundis continued
compliance with certain restrictive covenants contained in the
Employment Agreement (which are described in more detail below)
and execution (and non-revocation) of a release of all claims in
a form acceptable to the Company, Mr. Abundis will receive
severance equal to one times (or one and one-half times if such
termination occurs within one year following a Change in Control
(as defined
in the Employment Agreement)) the sum of (a) his then-current
annualized base salary and (b) the target value of his annual
bonus for such year of termination, paid in substantially equal
installments over 12 (or 18) months. Upon a termination of Mr.
Abundis employment by the Company without Cause, by Mr. Abundis
for Good Reason or due to death or Disability (as defined in the
Employment Agreement), all outstanding unvested time-based equity
awards held by Mr. Abundis will vest as to the portion of each
award that would have vested on or before the first anniversary
of the termination date (with options remaining exercisable for
60 days following the date of such termination) and all
outstanding unvested performance-based equity awards held by Mr.
Abundis will vest as to a pro-rata portion of each award, subject
to the satisfaction of the performance conditions applicable to
such awards and based on actual performance through such
termination date. Upon a termination of Mr. Abundis employment by
the Company without Cause, by Mr. Abundis for Good Reason or due
to Mr. Abundis death or Disability, subject to Mr. Abundis timely
and proper election of continuation coverage under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended (COBRA), Mr. Abundis will be entitled to receive a
monthly reimbursement amount equal to the difference between the
monthly amount Mr. Abundis pays to effect COBRA continuation
coverage and the monthly employee contribution amount that active
similarly situated employees of the Company pay for the same or
similar coverage until the earlier of (x) the date Mr. Abundis is
no longer eligible to receive COBRA continuation coverage, (y)
the date on which Mr. Abundis becomes eligible to receive
coverage under a group health plan sponsored by another employer
and (z) the first anniversary of such termination date.
The Employment Agreement contains certain restrictive covenants
applicable to Mr. Abundis, including confidentiality,
non-competition and non-solicitation obligations. The
non-competition obligation applies during the term of employment
and generally for a period of (i) 12 months post-termination if a
Change in Control has not occurred on or prior to Mr. Abundis
termination date, (ii) 18 months post-termination if a Change in
Control has occurred on or prior to Mr. Abundis termination date
or (iii) 12 months post-termination if Mr. Abundis does not
receive a severance payment under the Employment Agreement. The
non-solicitation obligation applies during the term of employment
and for a period of 24 months post-termination.
The foregoing description of the Employment Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Employment Agreement, a copy of
which is filed as Exhibit 10.1 hereto and is incorporated by
reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
Description
10.1
Employment Agreement by and between Swift Energy
Company and Christopher M. Abundis, effective as of
March 20, 2017


Swift Energy Company (OTCMKTS:SWTF) Recent Trading Information

Swift Energy Company (OTCMKTS:SWTF) closed its last trading session 00.00 at 27.00 with shares trading hands.

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