Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Retention Agreement
On June 10, 2020, the Company entered into a Retention Payment Agreement (the
"Retention Agreement") with Rick Van Nieuwenhuyse, the Company's President and
Chief Executive Officer, providing for a payment in an amount of $350,000 upon
the occurrence of certain conditions. The Retention Agreement is triggered upon
a change of control (as defined in the Retention Agreement) which occurs on or
prior to August 6, 2025, provided that Mr. Van Nieuwenhuyse is employed by the
Company when the change of control occurs.
The foregoing summary of the Retention Agreement does not purport to be
complete and is subject to and qualified in its entirety by reference to the
complete text of the Retention Agreement, a copy of which is being filed as
Exhibit 10.1 and is incorporated herein by reference.
Short Term Incentive Plan
In accordance with Mr. Van Nieuwenhuyse's previously disclosed Offer Letter,
dated January 6, 2020, the Compensation Committee of the Board of Directors of
the Company (the "Compensation Committee") adopted the STIP effective as of June
10, 2020, for the benefit of Mr. Van Nieuwenhuyse. Pursuant to the terms of the
STIP, the Compensation Committee will establish performance goals each year and
evaluate the extent to which, if any, Mr. Van Nieuwenhuyse meets such goals. The
STIP provides for a payout equal to 25% of Mr. Van Nieuwenhuyse's annual base
salary if the minimum performance target established by the Compensation
Committee is met, 100% of his annual base salary if all performance goals are
met, and up to 200% of his annual base salary if the maximum performance target
is met. Amounts due under the STIP will be payable 50% in cash and 50% in the
form of restricted stock granted under the Contango ORE, Inc. Amended and
Restated 2010 Equity Incentive Plan (as amended, the "Plan"), vesting in two
equal annual installments on the first and second anniversaries of the grant
date, and subject to the terms of the Plan. In addition, in the event of a
Change of Control (as defined in the Plan) during the term of the STIP, the
Compensation Committee, in its sole and absolute discretion, may make a payment
to Mr. Van Nieuwenhuyse in an amount up to 200% of his annual base salary,
payable in cash, shares of common stock of the Company under the Plan or a
combination of both, as determined by the Compensation Committee, not later than
30 days following such Change of Control.
The foregoing summary of the STIP does not purport to be complete and is subject
to and qualified in its entirety by reference to the complete text of the STIP,
a copy of which is being filed as Exhibit 10.2 and is incorporated herein by
reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
10.1 Retention Payment Agreement, dated June 10, 2020, between Contango
ORE, Inc. and Rick Van Nieuwenhuyse (incorporated by reference to the
Company's Current Report on Form 8-K, filed with the Securities and
Exchange Commission on June 12, 2020).
10.2 Contango ORE, Inc. Short Term Incentive Plan for the benefit of Rick
Van Nieuwenhuyse, dated June 10, 2020.
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