VAALCO Energy, Inc. (NYSE:EGY) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

The description of the Employment Agreement described under Item
5.02 (and as defined therein) is incorporated in this Item 1.01
by reference. A copy of the form of Employment Agreement is
attached hereto as Exhibit 10.1 and incorporated herein by
reference.

Item 5.02Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On April 17, 2017, VAALCO Energy, Inc. (the Company) announced
the appointment of Philip Patman, Jr. as its Chief Financial
Officer (principal financial officer), effective April 17, 2017.

Mr. Patman, age 48, has over 20 years of experience in the oil,
gas and other energy industry in key roles including finance,
business development, and legal management. Prior to joining
VAALCO, from 2012 to 2016, Mr. Patman served as Senior Vice
President of Business Development, The Americas, for Thailand’s
National Oil Company: PTT Exploration and Production Public
Company Limited (PTTEP). While at PTTEP, he led the company’s EP
mergers and acquisitions activities in the US, Canada, and to a
lesser extent, Brazil. These activities involved multiple deal
structures and tax regimes, and frequently required assessments
of the impacts to complex financial statements and the interplay
between US GAAP reporting requirements and IFRS reporters such as
PTTEP. Mr. Patman also served as Managing Director, Mergers
Acquisitions (Asia) for The AES Corporation from 2010 to 2011,
where he led a team focused on acquisitions and sales of single
and multiple-asset portfolios of Asian independent power
plants.He also served as Principal, Global Infrastructure, for
Darby Private Equity, a unit of Franklin Templeton Investments,
from 2007 to 2010, with a specific focus on Asian infrastructure,
including energy systems and other fee-generating infrastructure
assets. Before that, Mr. Patman was Director, Business
Development, Asia, for Globeleq Ltd. from 2004 to 2007 where he
made acquisitions and divestitures; he also served on boards of
directors of holding and subsidiary companies owned in part by
Globeleq, and, as part of executing board decisions, had
responsibility for approving financial statements. He also served
as a Professional Consultant, LNG and Natural Gas, for Marathon
Oil from 2002 to 2004, where he advised on the development of
Marathon’s Equatorial Guinea LNG liquefaction facility. Earlier
in his career, he was a Director, Business Development for Enron
Corp. from 1997 to 2001, with a primary focus on project financed
gas-fueled IPPs in Asia.Mr. Patman began his career as a lawyer
in private practice in Houston, from 1993 to 1997.He earned a
J.D. from the University of Houston Law Center and a B.A. in the
Plan II Honors Program from the University of Texas at Austin.

Mr. Patmans annual base salary is$325,000, and his 2017 annual
cash bonus opportunity is targeted at 75% of his base salary. Mr.
Patmanreceived a sign-on award of 105,794 shares of restricted
common stock, which will vest in three equal installments on the
first three anniversaries of the date of grant, and 186,706
time-vested stock options, which will also vest in three equal
installments on the first three anniversaries of the date of
grant, each subject to his continued employment with the Company.
The exercise price of the options is the closing price of the
Companys stock on the date of grant. Mr. Patmanis also eligible
for future awards under the Companys 2014 Long-Term Incentive
Plan, with a target annual award equal to 125% of his annual base
salary.

There are no understandings or arrangements between Mr. Patmanand
any other person to which he was selected to serve as the Chief
Financial Officer of the Company. There are no relationships
between Mr. Patmanand the Company or any of its subsidiaries that
would require disclosure to Item 404(a) of Regulation S-K of the
Securities Exchange Act of 1934.

A copy of the press release naming Mr. Patman as the Companys
Chief Financial Officeris attached hereto as Exhibit 99.1 and
incorporated herein by reference.

In addition, the Company has entered into an employment agreement
with Mr. Patman(the Employment Agreement), effective April 17,
2017, a form of which is attached to this Current Report on Form
8-K as Exhibit 10.1. The initial term of the Employment Agreement
commenced on April 17, 2017and ends on December 31, 2017, subject
to earlier termination upon notice or certain other conditions,
and will be extended for successive one-year terms if neither
party gives the other party notice of their intention to
terminate the Employment Agreement 60 days prior to the end of
the term.

The Employment Agreement will provide Mr. Patmanwith certain
severance benefits if his employment is terminated due to death
or disability, by the Company without Cause (as defined in the
Employment Agreement), or by Mr. Patmanfor Good Reason (as
defined in the Employment Agreement), including in connection
with a Change in Control (as defined in the Employment
Agreement). Specifically, the Employment Agreement will provide
that, upon a termination of Mr.Patmans employment by the Company
without Cause, by Mr. Patmanfor Good Reason, or due to Mr.
Patmans death or disability, Mr. Patmanwill receive, among other
benefits, a cash severance payment at least equal to fifty
percent (50%) of his annual base salary then in effect plus fifty
percent (50%) of the greater of (i) his average annual bonus paid
or payable for the preceding two calendar years and (ii) the
annual bonus for the calendar year in which the termination
occurs (prorated for the portion of the year actually worked). In
addition, if Mr. Patmans employment is terminated by the Company
without Cause, by Mr. Patmanfor Good Reason, or due to Mr.Patmans
death or disability, in each case within one year following a
Change in Control, then the Company shall provide Mr. Patmanwith
a cash severance payment at least equal to one hundred percent
(50%) of his annual base salary then in effect plus one hundred
percent (50%) of the greater of (i) his average annual bonus paid
or payable for the preceding two calendar years and (ii) the
annual bonus for the calendar year in which the termination
occurs (prorated for the portion of the year actually worked).

The summary herein is qualified in its entirety by reference to
Mr.Patmans Form of Employment Agreement, a copy of which is
attached hereto as Exhibit 10.1 and is incorporated herein by
reference.

With the appointment of Mr. Patman as Chief Financial Officer,
Mr. Patman is the Companys principal financial officer, and Ms.
Elizabeth D. Prochnow ceases to be the principal financial
officer; however, as Controller and Chief Accounting Officer, Ms.
Prochnow continues to serve as the Companys principal accounting
officer.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

About VAALCO Energy, Inc. (NYSE:EGY)

VAALCO Energy, Inc. is an independent energy company. The Company is engaged in the acquisition, exploration, development and production of crude oil and natural gas. Its segments include Gabon, Angola, Equatorial Guinea, the United States, and Corporate and other, which includes corporate and operations support. It owns producing properties and conducts exploration activities as an operator in Gabon, West Africa; conducts exploration activities as an operator in Angola, West Africa, and participates in exploration and development activities as a non-operator in Equatorial Guinea, West Africa. In the United States, it operates unconventional resource properties in North Texas and hold undeveloped leasehold acreage in Montana. It also owns minor interests in conventional production activities as a non-operator in the United States. Its Etame Marin block is located offshore the Republic of Gabon. It owns over 640-acre lease in the Hefley field (Granite Wash formation) in North Texas.

VAALCO Energy, Inc. (NYSE:EGY) Recent Trading Information

VAALCO Energy, Inc. (NYSE:EGY) closed its last trading session up +0.020 at 0.980 with 389,533 shares trading hands.