Tellurian Inc. (OTCMKTS:TLRN) Files An 8-K Changes in Registrant’s Certifying Accountant

Tellurian Inc. (OTCMKTS:TLRN) Files An 8-K Changes in Registrant’s Certifying Accountant

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Item4.01

Change in Registrants Independent
Accountant.

As previously disclosed, on February10, 2017, Tellurian Inc., a
Delaware corporation, which was, until February10, 2017, known as
Magellan Petroleum Corporation (Tellurian or the
Company), completed the merger whereby River Merger Sub,
Inc., a Delaware corporation and a direct wholly owned subsidiary
of Magellan Petroleum Corporation (Merger Sub), merged
with and into Tellurian Investments Inc., a Delaware corporation
(Tellurian Investments), and Tellurian Investments
continued as the surviving corporation and a subsidiary of the
Company (the Merger).

EKSH LLLP (EKSH) served as the independent registered
public accounting firm for the Company (and its subsidiaries) as
of and for the fiscal years ended June30, 2015 and 2016. Deloitte
Touche LLP (Deloitte) served as the independent registered
public accounting firm for Tellurian Investments. Upon closing of
the Merger, it was determined that EKSH would be dismissed and
that Deloitte would serve as the independent registered public
accounting firm for the Company. The decision to engage Deloitte
was made by the audit committee of the Companys board of
directors (the Board) on February10, 2017 and is effective
immediately.

During the fiscal years ended June30, 2015 and 2016, EKSHs
reports on the Companys financial statements did not contain an
adverse opinion or disclaimer of opinion, and were not qualified
or modified as to uncertainty, audit scope or accounting
principles, except that each report contained a modification to
the effect that there was substantial doubt as to the Companys
ability to continue as a going concern.

During the fiscal years ended June30, 2015 and 2016 and the
subsequent periods through the date of this report, (i)there were
no disagreements between the Company and EKSH on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved
to the satisfaction of EKSH, would have caused EKSH to make
reference to the subject matter of the disagreement in connection
with its reports on the Companys financial statements, and
(ii)there were no reportable events as that term is described in
Item304(a)(1)(v) of RegulationS-K.

The Company provided EKSH with a copy of this Current Report on
Form 8-K prior to its filing with the Securities and Exchange
Commission (the SEC) and requested that EKSH furnish the
Company with a letter addressed to the SEC stating whether or not
it agrees with the above statement. A copy of EKSHs letter, dated
February13, 2017 is filed as Exhibit 16.1 to this Current
Report on Form 8-K.

During the fiscal years ended June30, 2015 and 2016 and the
subsequent interim period through the date of this report, the
Company did not consult with Deloitte regarding either (i)the
application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that
might be rendered on the Companys financial statements or (ii)any
matter that was either the subject of a disagreement (as defined
in paragraph (a)(1)(iv) of Item304 of RegulationS-K and the
related instructions thereto) or a reportable event (as described
in paragraph (a)(1)(v) of Item304 of RegulationS-K).

Item5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Employment Agreement with Antoine Lafargue

On February9, 2017, Tellurian Services LLC, a subsidiary of
Tellurian Investments (Tellurian Services), entered into
an employment agreement with Antoine Lafargue, Senior Vice

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President and Chief Financial Officer of the Company (the
Employment Agreement). The term of the Employment
Agreement commenced on the closing date of the Merger (the
Effective Date). The Employment Agreement superseded and
replaced in its entirety Mr.Lafargues existing employment
agreement with the Company, dated as of October31, 2014, and
amended as of October12, 2015, and the portion of any agreements
with the Company that provides for any type of compensation or
benefits other than those related to vested equity.

The term of the Employment Agreement begins on the Effective Date
and extends for three years (the Stated Term), unless
earlier terminated in accordance with the terms of the Employment
Agreement. Under the Employment Agreement, Mr.Lafargue will
receive an annual base salary of $350,000, and will be eligible
for annual merit-based increases in the sole discretion of the
compensation committee of the Board (the Compensation
Committee
) beginning on January1, 2018. Mr.Lafargue will be
eligible to receive an annual discretionary bonus based on
company and performance milestones with a target value of 150% of
base salary and a stretch target of 200% of base salary. to the
Employment Agreement, Mr.Lafargue is also entitled to a lump-sum,
cash, sign-on bonus of $990,000, payable promptly after the
Effective Date.

Under the Employment Agreement, Mr.Lafargue is eligible to
receive a grant of 800,000 shares of restricted stock under the
Companys 2016 Omnibus Incentive Compensation Plan. On February
13, 2017, Mr.Lafargue entered into a restricted stock award
agreement in connection with the grant (the Award
Agreement
). The restricted stock award consists of (i)150,000
shares that vest in equal quarterly installments over the
18-month period starting on the grant date, subject to continued
employment through each applicable vesting date and (ii)650,000
shares that vest upon the affirmative final investment decision
by the Board with respect to the Driftwood LNG project, subject
to continued employment through such date.

If Mr.Lafargues employment is terminated by Tellurian Services
without Cause (as defined in the Employment Agreement) (other
than for disability) during the Stated Term, then he would be
entitled to receive continued payment of his current base salary
at the time of termination for the remainder of the Stated Term,
payable in equal monthly installments over the remainder of the
Stated Term, subject to the execution and non-revocation of a
general release of claims in favor of Tellurian Services.

The Employment Agreement is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by
reference. The Award Agreement is filed as Exhibit 10.2 to
this Current Report on Form 8-K and is incorporated herein by
reference. The foregoing summary is qualified in its entirety by
the terms of the actual Employment Agreement and Award Agreement.

Amendment to Outstanding Restricted Stock Grants for Legacy
Tellurian Investments Awards

On February7, 2017, the Compensation Committee approved
amendments to all restricted stock award agreements and notices
of grant for all outstanding restricted stock awards made under
the Amended and Restated Tellurian Investments Inc. 2016 Omnibus
Incentive Plan and/or its predecessor plan (the Legacy
Plan
) to provide that, notwithstanding anything contained in
the Legacy Plan or the existing award agreements and/or notices
of grant, if a participants services terminates due to a
termination by the Company without Cause (as defined in the
Legacy Plan), or due to the participants death or Disability (as
defined in the Legacy Plan), (i)all unvested shares of restricted
stock that vest solely based on continuous service shall become
fully vested as of the date of such termination and (ii)all
unvested shares of restricted stock that vest based on
performance conditions shall remain open and continue to vest
based on such performance conditions as if the participants
continuous service had not been terminated, provided that the
Compensation Committee will have the ability, in its sole
discretion, to accelerate the vesting of any performance-based
restricted stock as of the date of termination. All unvested
shares of restricted stock will continue to be forfeited in
connection with any other type of termination of employment or
service.

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The Company communicated this amendment to participants who hold
outstanding restricted stock awards through a form of amendment
letter (the Form Restricted Stock Amendment Letter). The
Form Restricted Stock Amendment Letter, a form of notice of grant
and restricted stock award agreement (the Form Notice of Grant
and Restricted Stock Award Agreement
), and the Legacy Plan
are filed as Exhibit 10.3, Exhibit 10.4, and
Exhibit 10.5, respectively, to this Current Report on Form
8-K and are incorporated herein by reference. The foregoing
summary is qualified in its entirety by the terms of the actual
Form Restricted Stock Amendment Letter, Form Notice of Grand and
Restricted Stock Award Agreement, and Legacy Plan.

2016 Omnibus Incentive Compensation Plan

Based on the final voting results at the special meeting of
stockholders held on February9, 2017, the Companys stockholders
have approved the Companys 2016 Omnibus IncentiveCompensation
Plan(the 2016 Plan). In summary, the 2016 Plan
provides for the granting of stock options, stock appreciation
rights, restricted stock and/or restricted stock units,
performance shares and/or performance units, incentive awards,
cash awards, and other stock-based awards to employees (including
officers), directors, and consultants of the Company (or
subsidiaries of the Company) who are selected by the Compensation
Committee to receive incentive compensation awards under the 2016
Plan. The stated maximum number of shares of common stock of the
Company (Common Stock) authorized for awards under the
2016 Plan is 40,000,000 shares, and the maximum term of the 2016
Plan is ten years. During any calendar year, no employee may be
granted more than 10,000,000 shares of Common Stock, or with
respect to a grant of cash, an amount equal to the value of
10,000,000 shares of Common Stock at the time of settlement.

On February10, 2017, the Board amended the 2016 Plan to reflect
the recent change in the Companys name from Magellan Petroleum
Corporation to Tellurian Inc. and the division of the
compensation, nominating and governance committee of the Board
into two separate committees, including the Compensation
Committee.

The 2016 Plan is filed as Exhibit 10.6 to this Current
Report on Form 8-K and is incorporated herein by reference. The
foregoing summary is qualified in its entirety by the terms of
the actual 2016 Plan.

Item9.01 Financial Statements and Exhibits.
(d)

Exhibits.

See Exhibit Index.

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