Titan Energy, LLC (OTCMKTS:TTEN) 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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Titan Energy, LLC (OTCMKTS:TTEN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

Summary Compensation Table

Effective May17, 2017, the bonus awards for each of the named
executive officers (NEOs) of Titan Energy, LLC (the Company) for
performance during the fiscal year ended December31, 2016 were
finalized. to Item5.02(f), the bonus awards for the NEOs for the
fiscal year ended December31, 2016 are set forth below together
with the other compensation previously reported.

SUMMARY COMPENSATION TABLE

Name

Year Salary ($) Bonus ($) Stockawards ($)(1) Optionawards ($)(2) Non-equity incentiveplan
compensation ($)
Allother compensation
($)
Total ($)

Daniel C. Herz

495,384 200,000 (3) 869,555 200,000 7,680 (4) 1,722,619
292,115 1,607,500 700,000 143,195 (5) 2,678,195
266,000 225,000 4,869,769 509,621 5,724,390

Jeffrey M. Slotterback

280,192 350,000 367,835 430,000 (6) 1,052,064
143,769 225,050 210,000 11,315 (7) 590,134

Edward E. Cohen

689,231 280,000 (3) 869,555 280,000 120,709 (8) 2,239,494
332,500 1,607,500 210,000 715,799 (9) 2,865,799
380,000 15,583,198 760,000 1,815,584 18,538,782

Jonathan Z. Cohen

495,384 200,000 (3) 869,555 200,000 256,992 (10) 2,021,931
292,115 1,607,500 175,000 780,869 (11) 2,855,484
266,000 15,083,221 760,000 1,591,764 17,700,985

Mark D. Schumacher

375,000 150,000 (3) 367,835 150,000 10,071 (12) 1,502,906
262,500 1,125,250 350,000 127,833 (13) 1,865,583
(1) For fiscal year 2016, the amounts reflect the grant date fair
value of the phantom units under the Atlas Energy Group Plan
and the grant date fair value of the common shares under the
Titan Plan. The compensation expense associated with the
phantom units under the Atlas Energy Group was not allocated
to us, but a portion of that compensation was intended to
reflect our NEOs service to us on behalf of Atlas Energy
Group. The grant date fair value was determined in accordance
with FASB ASC Topic 718 and is based on the market value on
the grant date of Atlas Energy Group units and Titan stock.
See Compensation Discussion Analysis-Determination of 2016
Compensation Amounts-Long-Term Incentives. For fiscal year
2015, the amounts reflect the grant date fair value of the
phantom units under the Atlas Energy Group Plan. The grant
date fair value was determined in accordance with FASB ASC
Topic 718 and is based on the market value on the grant date
of Atlas Energy Group units. For fiscal year 2014, the
amounts reflect the grant date fair value of the phantom
units under the Atlas Energy Group Plan. The grant date fair
value was determined in accordance with FASB ASC Topic 718
and is based on the market value on the grant date of Atlas
Energy units.
(2) The amounts in this column reflect the grant date fair value
of options awarded under the Atlas Resource Partners Plan
(the ARP Plan) calculated in accordance with FASB ASC Topic
718.
(3) Comprised of payments made in common shares of the Company.
(4) Represents our allocated portion of an automobile allowance.
(5) Comprised of (i)payments on DERs of $122,713 with respect to
the phantom units awarded under the Atlas Energy Plans,
(ii)payments on DERs of $13,762 with respect to the phantom
units awarded under the ARP Plan, and (iii)our allocated
portion of an automobile allowance.
(6) Represents payments on DERs of $75 with respect to the
phantom units awarded under the ARP Plan.
(7) Comprised of (i)payments on DERs of $8,168 with respect to
the phantom units awarded under the Atlas Energy Plans and
(ii)payments on DERs of $3,148 with respect to the phantom
units awarded under the ARP Plan.
(8) Includes our allocated portion of the matching contribution
of $148,077 under the Atlas Energy Deferred Compensation Plan
and our allocated portion of tax, title and insurance
premiums for Mr.E. Cohens automobile.
(9) Comprised of (i)payments on DERs of $317,237 with respect to
the phantom units awarded under the Atlas Energy Plans,
(ii)payments on DERs of $29,490 with respect to the phantom
units awarded under the ARP Plan, (iii)our allocated portion
of a matching contribution of $524,423 under the Atlas Energy
Deferred Compensation Plan, (iv)our allocated portion of tax,
title and insurance premiums for Mr.E. Cohens automobile.
(10) Comprised of (i)our allocated portion of the matching
contribution of $ 133,846 under the Atlas Energy Deferred
Compensation Plan, and (ii)our allocated portion of 187,393
paid under the agreement relating to Lightfoot.
(11) Comprised of (i)payments on DERs of $289,181 with respect to
the phantom units awarded under the Atlas Energy Plans,
(ii)payments on DERs of $29,490 with respect to the phantom
units awarded under the ARP Plan, (iii)payments on DERs of
$100,800 with respect to the phantom units awarded under the
APL Plans, (iv)our allocated portion of a matching
contribution of $ 375,577 under the Atlas Energy Deferred
Compensation Plan, and (v)284,707 paid under the agreement
relating to Lightfoot.
(12) Comprised of (i)payments on DERs of $2,390 with respect to
the phantom units awarded under the ARP Plan, and (ii)our
allocated portion of an automobile allowance.
(13) Comprised of (i)payments on DERs of $24,858 with respect to
the phantom units awarded under the Atlas Energy Plans,
(ii)payments on DERs of $96,255 with respect to the phantom
units awarded under the ARP Plan; and (iii)our allocated
portion of an automobile allowance.

Retention Agreement

On May15, 2017, the Company entered into a retention agreement
(the Retention Agreement) with Jeffrey M. Slotterback, its Chief
Financial Officer.

The Retention Agreement provides that, if the executive remains
employed with the Company for one year following the entry into
the Retention Agreement, he will receive a cash retention bonus
in the amount of $220,000 (the Retention Bonus). The Retention
Bonus amount is payable in two installments: one-third on
November2, 2017 and two-thirds on May2, 2018 (each a Payment
Date), provided the executive is actively employed by the Company
on each Payment Date. However, if the executive resigns or is
terminated for Cause (as defined in the Companys Amended and
Restated Management Incentive Plan) prior to May2, 2018, he will
not be eligible for any unpaid portion of the Retention Bonus.
However, if the executive is terminated by the Company without
Cause, the Company will pay him any unpaid portion of the
Retention Bonus within sixty days of such termination.


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Titan Energy, LLC (OTCMKTS:TTEN) closed its last trading session up +0.01 at 10.20 with shares trading hands.

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