Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
As previously announced, Chris Steddum became the Chief Financial Officer of
Texas Pacific Land Corporation ("TPL") effective June 1, 2021. On May 31, 2021,
TPL and Mr. Steddum entered into an Amended and Restated Employment Agreement
(the "A&R Employment Agreement"), effective June 1, 2021. The A&R Employment
Agreement replaces the previous employment agreement between TPL and Mr.
Pursuant to the A&R Employment Agreement, Mr. Steddum receives a base salary of
$475,000 per annum, subject to annual review, and is eligible for an annual
bonus of up to 225% of such base salary for achievement of specified performance
targets as established by the Compensation Committee of the Board of Directors.
The bonus may be paid in cash or in shares of TPL's common stock, par value $.01
per share (the "Common Stock") or a combination thereof, at TPL's discretion. In
addition, Mr. Steddum received a one-time promotion bonus of $50,000 when the
A&R Employment Agreement became effective. The term of the A&R Employment
Agreement ends on December 31, 2022, with automatic one (1) year extensions
unless notice not to renew is given by either party at least 120 days prior to
the relevant end date.
The Steddum Agreement provides for payment of severance benefits if the
officer's employment is terminated by the Company without cause or by Mr.
Steddum for good reason, provided that Mr. Steddum executes a general waiver and
release of claims and complies with the restrictive covenants described below.
The severance benefits include (i) accrued but unpaid bonuses, (ii) long-term
incentive benefits to the extent provided for pursuant to the underlying award
and plan documents, (iii) a pro rata bonus for the year of termination (if such
termination occurs after the first calendar quarter), (iv) monthly payments for
up to 18 months of COBRA premiums for continued group health, dental and vision
coverage for the officer and his dependents, and (v) an amount equal to one
times the average of his base salary and bonus for the preceding two years. If
Mr. Steddum's employment is terminated by the Company without cause, by the
officer for good reason, or upon failure of the Company to renew the term of the
Agreement, in all such cases, within 24 months following a change in control of
the Company as defined in the Steddum Agreement, then, in lieu of the amount
specified in clause (v), Mr. Steddum will be entitled to an amount equal to 2.99
times the greater of (a) the average of his base salary and bonus for the two
years preceding the year in which the change in control occurs, and (b) his base
salary and target bonus for the year in which the change in control occurs. If
Mr. Steddum's employment terminates due to death or disability, he or his estate
will be entitled to the benefits described in clauses (i), (ii) and (iii) above.
Mr. Steddum will also be entitled to payment of accrued but unpaid salary,
accrued but unused vacation, unsubsidized COBRA benefits, and unreimbursed
business expenses, following termination of employment for any reason.
The Steddum Agreement provides that Mr. Steddum will be entitled to participate
in all benefit plans provided to the Company's executives of like status from
time to time in accordance with the applicable plan, policy or practices of the
Company, as well as in any long-term incentive program established by the
Company. It also provides for four weeks of annual paid vacation, reimbursement
of business expenses, and indemnification rights.
The Steddum Agreement contains restrictive covenants prohibiting Mr. Steddum
from disclosing the Company's confidential information at any time, from
competing with the Company in specified counties where the Company does business
during his employment, subject to certain exceptions, and for one year
thereafter (or six months thereafter if he terminates his employment voluntarily
without good reason), and from soliciting the Company's clients, suppliers and
business partners during his employment and for one year thereafter.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
10.1 Employment Agreement between Texas Pacific Land Corporation and
Chris Steddum dated May 31, 2021.
104 Cover Page Interactive Data File (embedded within the Incline XBRL
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