Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In February 2022, Devon Energy Corporation (the "Company") appointed Tana K.
Cashion as Executive Vice President Human Resources and Administration of the
Company. In connection with this appointment, the Company and Ms. Cashion
entered into an employment agreement on March 2, 2022 (the "Employment
Agreement"), providing for, among other things, her participation in all
employee-benefit and other plans and programs applicable to similarly situated
executives of the Company, including with respect to the annual bonus program,
incentive awards and insurance benefits.
Pursuant to the Employment Agreement, Ms. Cashion is eligible for the payment of
severance in connection with certain employment terminations, including
termination by the Company other than for "cause" or by Ms. Cashion for "good
reason," as those terms are defined in the Employment Agreement. If
Ms. Cashion's employment is involuntarily terminated by the Company other than
for "cause" or if she terminates her employment for "good reason," then, in
addition to accrued amounts, she will receive, subject to her execution and
non-revocation of a release of claims against the Company, its affiliates and
certain other released parties, (i) a lump-sum cash payment equal to three times
the sum of her base salary and annual bonus, (ii) a prorated annual bonus, (iii)
18 months of health and welfare benefits, (iv) three years of continued life
insurance benefits, (v) a payment equal to 18 times the applicable monthly COBRA
premium and (vi) a payment for reasonable outplacement assistance. If, within 24
months following a "change in control," as defined in the Employment Agreement,
Ms. Cashion is terminated by the Company without "cause" or she terminates her
employment for "good reason," then she will also receive three years of service
and three years of age added to her actual years of service and actual age when
determining her entitlement under our retiree medical benefit coverage. The
Employment Agreement is materially consistent with the Company's employment
agreements with other executive officers, and it supersedes and replaces the
severance agreement previously entered into between the Company and Ms. Cashion.
The foregoing description of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the Employment
Agreement, which is filed as Exhibit 10.1 to this report and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description of Exhibits
10.1 Employment Agreement, dated March 2, 2022, by and between Devon
Energy Corporation and Ms. Tana K. Cashion.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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