Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Executive Employment Agreements
On
The Employment Agreements, which were approved by the Compensation Committee
(the "Compensation Committee") of the Company's Board of Directors (the
"Board"), as a part of its ongoing comprehensive review of executive
compensation matters, provide for the following annual base salary amounts for
each Executive, effective as of
Additionally, pursuant to the Employment Agreements, if the Company terminates
an Executive's employment without "Cause" or the Executive terminates his
employment with the Company for "Good Reason" prior to the end of the
then-applicable employment term, the Company will pay the following lump-sum
amount to such Executive:
Each Executive's right to receive termination payments is conditioned upon
executing a general release of claims in the Company's favor. The Executive must
also agree to refrain from disclosing the Company's confidential information
during or at any time following his employment with the Company and from
soliciting the Company's employees or consultants for one (1) year following
termination of his employment.
Management Incentive Plan
On
Awards may be granted to eligible board members and eligible employees of the
Company and its affiliates. Up to 1,505,284 shares of the Company's common stock
may be issued under the 2020 Plan through incentive stock options. Incentive
Stock Options exercised in excess of
Any shares of common stock related to awards which terminate by expiration, forfeiture, cancellation or otherwise without the issuance of shares of common stock, or are exchanged for awards not involving the issuance of shares, shall be available again for grant under the 2020 Plan and shall not be counted against the shares
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authorized under the plan. Any shares issued as restricted stock awards that subsequently are forfeited without vesting shall again be available for grant under the 2020 Plan and shall not be counted against the shares authorized under the plan. Any awards that, pursuant to the terms of the applicable award agreement, are to be settled in cash, whether or not denominated in or determined with reference to shares of common stock shall not be counted against the shares authorized under the 2020 Plan.
The maximum term of any award under the 2020 Plan shall be ten years and for the purpose of granting awards under the 2020 Plan, the Board also approved the following form of "Award Agreements:"
† Form of Nonqualified Stock Option Award Agreement; † Form of Base Restricted Stock Unit Award Agreement; † Form of Performance-Based Restricted Stock Unit Award Agreement; and † Form of M&A Restricted Stock Unit Award Agreement
All awards are subject to the terms of the 2020 Plan and individual Award Agreements entered into with participants. The Compensation Committee shall be responsible for the administration of the 2020 Plan and will make recommendations to the Board regarding the type and amount of awards to be made under the 2020 Plan. Any changes to the 2020 Plan, awards granted under the 2020 Plan, terms and conditions of the awards, amendments to the Award Agreements, or any other material change in the Plan will require Board approval.
Additionally, subject to the terms of individual Award Agreements, awards representative of an aggregate 1,115,686 shares of restricted stock, are expected to be granted by the Company to the Executives and other members of the Company's management, in a combination of nonqualified stock options, restricted stock units and performance units, effective as of, and subject to, the Company listing its common stock on a nationally recognized exchange.
The foregoing description of the 2020 Plan and the Award Agreements does not purport to be complete and is qualified in its entirety by reference to the 2020 Plan, the Form of Nonqualified Stock Option Award Agreement; the Form of Base Restricted Stock Unit Award Agreement, the Form of Performance-Based Restricted Stock Unit Award Agreement; and the Form of M&A Restricted Stock Unit Award Agreement, each attached hereto, respectively, as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4 and Exhibit 10.5 to this Current Report on Form 8-K, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Description of Exhibits 10.1*Battalion Oil Corporation 2020 Long-Term Incentive Plan 10.2* Form of Nonqualified Stock Option Award Agreement 10.3* Form of Base Restricted Stock Unit Award Agreement 10.4* Form of Performance-Based Restricted Stock Unit Award Agreement 10.5* Form of M&A Restricted Stock Unit Award Agreement 3
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