Attached files
file | filename |
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EX-10.2 - EX-10.2 - Sundance Energy Inc. | a20-6097_1ex10d2.htm |
EX-10.1 - EX-10.1 - Sundance Energy Inc. | a20-6097_1ex10d1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 24, 2020
Sundance Energy Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-36302 |
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61-1949225 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
1050 17th Street, Suite 700 Denver, CO 80265 |
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(303) 543-5700 |
(Address of principal executive offices, including Zip Code) |
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(Registrants telephone number, including area code) |
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $0.001 per share |
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SNDE |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company |
x |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
o |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Employment Agreement with Chief Executive Officer
On January 24, 2020, Sundance Energy Inc. (the Company), and its wholly owned subsidiary Sundance Energy, Inc., a Colorado corporation (SEINC) entered into a new employment agreement with Eric P. McCrady, the Companys chief executive officer. Mr. McCradys new employment agreement replaces and supersedes his prior employment agreement with SEINC.
Mr. McCradys employment agreement provides that he will serve as chief executive officer of the Company for a three year term through January 23, 2023. Mr. McCradys employment agreement also provides for the following: (i) an annual base salary of $485,000 (the same annual base salary provided for in Mr. McCradys prior employment agreement with SEINC); (ii) an annual cash performance bonus having a target of 100% of his annual base salary, to be based on such criteria and achievements as determined by the Companys compensation committee; (iii) cash or equity awards that may be awarded by the Companys compensation committee in accordance with any long-term incentive plans or equity incentive plans that may be adopted by the Companys board of directors from time to time; and (iv) such other benefits, including health insurance and vacation, to the same extent as such benefits are available to the Companys other executive officers.
Mr. McCradys employment agreement provides that either the Company or Mr. McCrady can terminate his employment relationship. The Companys right to terminate Mr. McCradys employment is subject to its obligation to make certain severance payments and provide certain other benefits to Mr. McCrady, depending upon the circumstances under which the employment relationship is terminated. The Company is generally not obligated under Mr. McCradys employment agreement to provide any severance payments or benefits if Mr. McCrady is terminated for good cause or if Mr. McCrady resigns without good reason. If Mr. McCradys employment is terminated by the Company without good cause, or Mr. McCrady resigns for good reason, in each case other than in connection with a change of control (as defined in Mr. McCradys employment agreement), Mr. McCrady will be entitled to receive: (i) a lump sum cash payment equal to the greater of (a) Mr. McCradys base salary for 24 months and (b) the amount of base salary that would have been payable to Mr. McCrady for the remaining portion of the employment term under the employment agreement; (ii) the average of his annual bonus for the two fiscal years prior to the termination; (iii) Mr. McCradys target annual bonus for the year in which the termination occurred; and (iv) continued coverage under the Companys health and welfare benefits programs for the shorter of (A) 12 months following Mr. McCradys termination (or the end of the original employment term under the employment agreement, whichever is later) and (B) the date on which Mr. McCrady obtains comparable coverage under a subsequent employer plan. If Mr. McCradys employment is terminated by the Company without good cause, or Mr. McCrady resigns for good reason, in each case within 24 months following a change of control, Mr. McCrady will be entitled to receive the same severance amounts described above, except that Mr. McCrady will be entitled to receive continued coverage under the Companys health and welfare benefits programs for the shorter of (1) 18 months following Mr. McCradys termination (or the end of the original employment term under the employment agreement, whichever is later) and (2) the date on which Mr. McCrady obtains comparable coverage under a subsequent employer plan, and the accelerated vesting of any outstanding long term incentive awards, with any such awards that are subject to performance-based vesting becoming payable at the target level and in an amount that is pro-rated to reflect the portion of the applicable performance or vesting period prior to termination.
Mr. McCradys employment agreement also contains various other ordinary and customary covenants for the Companys benefit by Mr. McCrady with respect to trade secrets, non-competition, non-solicitation and confidentiality.
The foregoing description of Mr. McCradys employment agreement is qualified in its entirety by reference to the text of such agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference to this Item 5.02.
Employment Agreement with Chief Financial Officer
On January 24, 2020, the Company and SEINC also entered into an employment agreement with Cathy L. Anderson, the Companys chief financial officer. Ms. Anderson was not previously a party to any written employment agreement with the Company or any of its subsidiaries.
Ms. Andersons employment agreement provides that she will serve as chief financial officer of the Company for a three year term through January 23, 2023. Ms. Andersons employment agreement also provides for the following: (i) an annual base salary of $377,500; (ii) an annual cash performance bonus having a target of 75% of her annual base salary, to be based on such criteria and achievements as determined by the Companys compensation committee; (iii) cash or equity awards that may be awarded by the Companys compensation committee in accordance with any long-term incentive plans or equity incentive plans that may be adopted by the Companys board of directors from time to time; and (iv) such other benefits, including health insurance and vacation, to the same extent as such benefits are available to the Companys other executive officers.
Ms. Andersons employment agreement provides that either the Company or Ms. Anderson can terminate her employment relationship. The Companys right to terminate Ms. Andersons employment is subject to its obligation to make certain severance payments and provide certain other benefits to Ms. Anderson, depending upon the circumstances under which the employment relationship is terminated. The Company is generally not obligated under Ms. Andersons employment agreement to provide any severance payments or benefits if Ms. Anderson is terminated for good cause or if Ms. Anderson resigns without good reason. If Ms. Andersons employment is terminated by the Company without good cause, or Ms. Anderson resigns for good reason, in each case other than in connection with a change of control (as defined in Ms. Andersons employment agreement), Ms. Anderson will be entitled to receive: (i) a lump sum cash payment equal to the greater of (a) Ms. Andersons base salary for 18 months and (b) the amount of base salary that would have been payable to Ms. Anderson for the remaining portion of the employment term under the employment agreement; (ii) the average of her annual bonus for the two fiscal years prior to the termination; (iii) Ms. Andersons target annual bonus for the year in which the termination occurred; and (iv) continued coverage under the Companys health and welfare benefits programs for the shorter of (A) 12 months following Ms. Andersons termination (or the end of the original employment term under the employment agreement, whichever is later) and (B) the date on which Ms. Anderson obtains comparable coverage under a subsequent employer plan. If Ms. Andersons employment is terminated by the Company without good cause, or Ms. Anderson resigns for good reason, in each case within 24 months following a change of control, Ms. Anderson will be entitled to receive the same severance amounts described above, except that Ms. Anderson will be entitled to receive continued coverage under the Companys health and welfare benefits programs for the shorter of (1) 18 months following Ms. Andersons termination (or the end of the original employment term under the employment agreement, whichever is later) and (2) the date on which Ms. Anderson obtains comparable coverage under a subsequent employer plan, and the accelerated vesting of any outstanding long term incentive awards, with any such awards that are subject to performance-based vesting becoming payable at the target level and in an amount that is pro-rated to reflect the portion of the applicable performance or vesting period prior to termination.
Ms. Andersons employment agreement also contains various other ordinary and customary covenants for the Companys benefit by Ms. Anderson with respect to trade secrets, non-competition, non-solicitation and confidentiality.
The foregoing description of Ms. Andersons employment agreement is qualified in its entirety by reference to the text of such agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference to this Item 5.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
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Description of Exhibit |
10.1 |
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10.2 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 29, 2020
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SUNDANCE ENERGY INC. | |
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By: |
/s/ Cathy L. Anderson |
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Name: |
Cathy L. Anderson |
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Title: |
Chief Financial Officer |