Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On November 15, 2018, Whiting Petroleum
Corporation (the Company) announced that its Board of Directors (the Board) had appointed Charles J. Rimer as Chief Operating Officer of the Company effective November 15, 2018. The Company delayed the filing of this
Current Report on Form 8-K until the date on which the Company made a public announcement of such appointment pursuant to the instruction to Item 5.02(c) of
Form 8-K. A copy of the Companys press release announcing such appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Mr. Rimer, age 60, brings more than 30 years of experience in the oil and natural gas industry. Mr. Rimer previously
served as Senior Vice President, Global Services for Noble Energy, Inc. (Noble), an independent exploration and production company, from February 2018 to November 2018. Prior to that, he served at Noble as Senior Vice President, U.S.
Onshore from 2014 to February 2018, Senior Vice President, Global Operations and EHS&R from 2013 to 2014, and Vice President of Operations Services from 2012 to 2013. Prior to that, Mr. Rimer held various management and technical positions
at Noble from 2002 to 2012, Aspect Resources from 2000 to 2002, Vastar Resources from 1990 to 2000 and ARCO Oil & Gas Company from 1983 to 1990. Mr. Rimer holds a Bachelor degree in business from Furman University and Bachelor of
Science degree in petroleum engineering from the University of Texas.
In connection with Mr. Rimer becoming
Chief Operating Office, the Compensation Committee of the Board of the Board of Directors of the Company (the Committee) approved (i) a base salary for Mr. Rimer of $525,000, (ii) an annual bonus target for Mr. Rimer of
100% of his base salary based on the 2018 performance goals established by the Committee under the Companys short-term incentive plan, provided that such annual bonus will be pro-rated for 2018 based on
time of service, (iii) a pro-rated long-term equity incentive grant for 2018 to Mr. Rimer of stock-settled restricted stock units of $164,000, of which
one-third will vest on each of the first three anniversaries of the grant date, (iv) a pro-rated long-term equity incentive grant for 2018 to Mr. Rimer of
performance share units of $164,000, which will vest after the award payout level is determined based on the Companys total shareholder return relative to its compensation peer group over three performance periods beginning on January 1,
2018 and ending on each of the first three anniversaries thereafter and (v) a cash signing bonus of $250,000.
Committee also approved and the Company entered into with Mr. Rimer an Executive Employment and Severance Agreement (the Employment Agreement) effective November 15, 2018. The Employment Agreement has a term that ends after one
year and renews automatically for successive one year terms unless either party provides written notice to the other party at least 180 days prior to the end of a term. The Employment Agreement provides that Mr. Rimer is entitled to a base
salary of $525,000, subject to increase, but not decrease, as may be determined by the Committee, and to participate in cash and equity incentive plans and employee benefit plans that the Company generally provides to its senior executives. The
Employment Agreement also provides that Mr. Rimer is entitled to certain severance payments and other benefits upon a qualifying employment termination, including after a Change of Control (as defined in the Employment Agreement) of the
Company. If Mr. Rimers employment is terminated without Cause (as defined in the Employment Agreement) or for Good Reason (as defined in the Employment Agreement) prior to the end of the employment term,
Mr. Rimer will be entitled to accrued but unpaid benefits, including a pro rata portion of the current years target annual bonus, and a lump sum severance benefit equal to Mr. Rimers base salary multiplied by one, plus the
target bonus for the year in which the termination occurs. If such termination occurs within two years following a Change of Control, the multiplier of base salary described in the previous sentence is increased to two. Additionally, until the
earlier of 18 months following a qualified termination (or 24 months if such termination follows a Change of Control) or such time as Mr. Rimer has obtained new employment and is covered by benefits at least equal in value, Mr. Rimer will
continue to be covered, at the expense of the Company, by the same or equivalent life insurance, hospitalization, medical, dental and vision coverage as Mr. Rimer received prior to termination. To receive the foregoing benefits, Mr. Rimer
must execute and deliver to the Company (and