Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On August 18, 2021 (the "Effective Date"), Empire Petroleum Company
(the "Company") entered into an Employment Agreement with Thomas W. Pritchard,
Chief Executive Officer of the Company.
The initial term of Mr. Pritchard's Employment Agreement is three years;
provided, however, that commencing on the third anniversary of the Effective
Date of the Employment Agreement and each subsequent annual anniversary date,
the term shall be automatically extended so as to terminate one year from such
anniversary date, unless written notice of non-renewal is delivered by the
Company or Mr. Pritchard within certain time periods.
Mr. Pritchard's initial guaranteed minimum base salary is $250,000 per year
("Guaranteed Base Salary"), but to the extent that funds are available and
subject to the discretion of the Board of Directors of the Company (the
"Board"), the Company may pay Mr. Pritchard additional salary compensation up to
the maximum amount of $35,000 per year. Mr. Pritchard is eligible to receive a
target annual bonus of 100% of his Actual Base Salary (as defined in the
Employment Agreement) for each calendar year during the term of the Employment
Agreement, with the actual amount of such bonus determined at the discretion of
the Board based on performance targets established by the Board. Mr. Pritchard
is eligible to participate in the Company's long-term equity incentive program
adopted by the Board; provided that he is entitled to an annual award of 100,000
shares of common stock of the Company.
If Mr. Pritchard's employment with the Company terminates for any reason,
including Disability (as defined in the Employment Agreement) or death, Mr.
Pritchard will be entitled to a lump sum cash payment consisting of his pro rata
Actual Base Salary as earned and unpaid, and unreimbursed expenses, through the
date of termination (collectively, the "Accrued Amounts"). In each case, any
unvested equity awards held by Mr. Pritchard will vest and payout only in
accordance with the applicable award agreements for such equity awards.
If Mr. Pritchard's employment is terminated by the Company for convenience or
Mr. Pritchard resigns for Good Reason (as defined in the Employment Agreement),
then, in addition to the Accrued Amounts, Mr. Pritchard will be entitled to the
following:
• monthly payments of his Guaranteed Base Salary for the Severance Period;
and
• monthly payments equivalent to the cost of COBRA for a certain period of
time.
Severance Period is defined in Mr. Pritchard's Employment Agreement as 12 months
if his employment is terminated on or before the first anniversary of the
Effective Date and such period is increased by three months for each consecutive
year that he remains employed by the Company; provided that the Severance Period
can never be greater than 24 months. Payment of such amounts are conditioned on
Mr. Pritchard's execution and delivery to the Company of a waiver and release
and his compliance with the covenants regarding confidentiality,
non-competition, non-solicitation and intellectual property set forth in the
Employment Agreement.
On August 18, 2021, the Company also entered into an Employment Agreement with
Michael R. Morrisett, President of the Company. The terms and conditions of Mr.
Morrisett's Employment Agreement are identical in all material respects to Mr.
Pritchard's Employment Agreement.
A copy of the Employment Agreement for each of Messrs. Pritchard and Morrisett
is filed herewith and is incorporated by reference into this Item 5.02 as though
fully set forth herein. The foregoing description of each of the Employment
Agreements is qualified in its entirety by reference to the full text of the
Employment Agreement.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith.
Exhibit
Number Description
10.1 Employment Agreement dated as of August 18, 2021, by and between
Empire Petroleum Corporation and Thomas W. Pritchard.
10.2 Employment Agreement dated as of August 18, 2021, by and between
Empire Petroleum Corporation and Michael R. Morrisett .
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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