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

On January3, 2017, VAALCO Energy, Inc. (the Company) announced
the appointment of Cary Bounds as its Chief Executive Officer and
as a member of the Board of Directors, effective December 29,
2016.

Mr. Bounds, age 49, has been the Companys Chief Operating Officer
since July 2015 and its Interim Chief Executive Officer since the
departure of Mr. Guidry in September 2016.Mr. Bounds has over 25
years of domestic and international asset management, business
development, planning and technical engineering experience at
large, multinational energy companies as well as at mid-sized and
larger independent EP companies. Prior to joining the Company,
Mr. Bounds served as Noble Energy, Inc.s (NYSE: NBL) Business
Unit Manager and Vice President Noble Energy EG with
responsibility for Nobles operations in Equatorial Guinea from
May 2013 to June 2015. Prior to that, he served as Nobles Country
Manager, North Sea from April 2010 to May 2013. Prior to Noble,
Mr. Bounds was the Engineering and Planning Manager, Worldwide
for Terralliance Technologies, Inc. from 2007 to 2010 and served
as their Country Manager in Mozambique from 2007 to 2010.Mr.
Bounds holds a Bachelor of Science in Petroleum Engineering from
Texas AM University.

Mr. Bounds annual base salary will be $400,000 and his 2017annual
cash bonus opportunity will be targeted at 50% of his base
salary. Mr. Bounds will receive an immediate award of 185,185
shares of restricted common stock, which will vest in three equal
installments on the first three anniversaries of the date of
grant, and 375,039 time-vested stock options, one-third of which
vest immediately and two-thirds of which will also vest in two
equal installments on the first and second 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. Bounds will also be
eligible for awards under the Companys 2014 Long-Term Incentive
Plan, with a target annual award equal to 200% of his annual base
salary.

There are no understandings or arrangements between Mr. Bounds
and any other person to which he was selected to serve as the
Chief Executive Officer of the Company. There are no
relationships between Mr. Bounds and 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. Bounds as the Companys
Chief Executive Officer is attached hereto as Exhibit 99.1 and
incorporated herein by reference.

The Company has entered into an amended and restated employment
agreement with Mr. Bounds (the Employment Agreement), effective
December 29, 2016. The initial term of the Employment Agreement
commences on December 29, 2016 and 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 provides Mr. Bounds with 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. Bounds for 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 provides that,
upon a termination of Mr. Bounds employment by the Company
without Cause, by Mr. Bounds for Good Reason, or due to Mr.
Bounds death or disability, Mr. Bounds will 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). If
Mr. Bounds

employment is terminated by the Company without Cause, by Mr.
Bounds for Good Reason, or due to Mr. Bounds deathor disability,
in each case within one year following a Change in Control, then
the Company shall provide Mr. Bounds with a cash severance
payment at least equal to one hundred and fifty percent (150%) of
his annual base salary then in effect plus one hundred and fifty
percent (150%) 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. Bounds Employment Agreement, a copy of which is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.

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 00.00 at 1.12 with 408,239 shares trading hands.