Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Abraxas Petroleum Management Incentive Plan
On
In order to be eligible for a Bonus, an Eligible Employee must be continuously
employed by Abraxas through the consummation of the Change of Control, provided
that if any Eligible Employee is terminated by Abraxas without "Cause" (as
defined below) within the 60-day period preceding the consummation of the Change
of Control, then such Eligible Employee will be deemed to have been employed by
Abraxas as of consummation of the Change of Control. The aggregate MIP payout
shall be capped at
The MIP contains the following defined terms:
"Cause" means termination by Abraxas of any person's employment upon (i) the continued failure to substantially perform one's duties with Abraxas (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to an Eligible Employee by the Board, which demand specifically identifies the manner in which the Board believes that the Eligible Employee has not substantially performed his/her duties, (ii) engagement by an Eligible Employee in conduct which is demonstrably and materially injurious to Abraxas, monetarily or otherwise, (iii) an Eligible Employee's indictment for, conviction of, or the entering of a guilty plea or plea of nolo contendere with respect to, any felony or any other crime involving moral turpitude, (iv) the Eligible Employee's material violation of the written policies of Abraxas and its affiliates, including, without limitation, those relating to sexual harassment or (v) a breach of any restrictive covenants to which the Eligible Employee is subject..
"Change of Control" for purposes of the MIP shall be deemed to have occurred if (a) any "person" or "group" (as such terms are used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, (the "Exchange Act")) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act as in effect on the date hereof, except that a person shall be deemed to be the "beneficial owner" of all shares that any such person has the right to acquire pursuant to any agreement or arrangement or upon exercise of conversion rights, warrants, options or otherwise, without regard to the sixty day period referred to in such Rule), directly or indirectly, of securities representing a majority or more of the combined voting power of Abraxas' then outstanding securities, (b) the consummation of a merger or consolidation of Abraxas with any other entity, or (c) the consummation of the sale or disposition by Abraxas of all or substantially all of its assets.
Notwithstanding the foregoing, however, the following shall be deemed not to be a Change in Control: (A) a transaction the sole purpose of which is to (x) change the state of Abraxas' incorporation, or (y) create a holding company, the outstanding shares of which are owned in substantially the same proportions by the persons who held Abraxas' securities immediately before such transaction or (B) a merger or consolidation that would result in the voting securities of Abraxas outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) more than 50% of the total voting power represented by the voting securities of Abraxas or such surviving entity or its parent outstanding immediately after such merger or consolidation.
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Table A Eligible Named Executive Officers
Eligible Employee Allocation of
MIP Value % Robert Watson 45.00% Kenny Johnson 9.50% Steve Harris 8.60% Table B - Aggregate Bonus Amount Calculation Tier Change of Control Value Range MIP Value Participation % of Incremental Amounts I$0-100 million 0% II$100-110 million 50% III$110-140 million 5% IV$140-180 million 10% V $180+ million 15%*
* This accreted amount is capped at
Each participant in the MIP has agreed that to the extent that any payment or
distribution to or for the benefit of that participant pursuant to the MIP or
any other plan, arrangement or agreement with the Company, any affiliate, any
person whose actions result in a change of ownership or effective control
covered by Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended
(the "Code") or any person affiliated with the Company or such person, whether
paid or payable or distributed or distributable pursuant to the terms of the MIP
or otherwise (the "Payments") would be subject to the excise tax (the "Excise
Tax") imposed by Section 4999 of the Code, then the Company will pay or provide
to the participant the greatest of the following, whichever gives provides the
participant the highest net after-tax amount (after taking into account federal,
state, local and social security taxes at the maximum marginal rates): (1) the
Payments, or (2)
Pursuant to the MIP, each participant forever, waives, releases, and foregoes any right such participant may have to any severance benefits payable by the Company, including without limitation, any payments pursuant to the 2008 Abraxas Petroleum Corporation Severance Plan.
The above is a summary of the material features of the MIP and is qualified in its entirety by the full text of the MIP, which is attached to this Form 8-K as Exhibit 10.1, and the Abraxas Petroleum Corporation Management Incentive Plan Bonus Agreement, which is attached to this Form 8-K as Exhibit 10.2.
Restricted Stock Grants
On
The full text of the new Form of Restricted Stock Award Agreement under the
Abraxas Petroleum Corporation Amended and Restated 2005 Long-Term Equity
Incentive Plan (
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Board of Director Compensation
All compensation paid to directors is limited to non-employee directors. We use
a combination of cash and stock-based incentive compensation to attract and
retain qualified individuals to serve on the Board. On
The full text of the new Form of Restricted Stock Award Agreement under the
Abraxas Petroleum Corporation Amended and Restated 2005 Non-Employee Director
Long-Term Equity Incentive Plan (
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 10.1 Abraxas Petroleum Management Incentive Plan
10.2 Abraxas Petroleum Corporation Management Incentive Plan Bonus Agreement
10.3 Form of Restricted Stock Award Agreement under the Abraxas
Petroleum Corporation Amended and Restated 2005 Long-Term Equity Incentive Plan
(
10.4 Form of Restricted Stock Award Agreement under the Abraxas
Petroleum Corporation Amended and Restated 2005 Non-Employee Long- Term Equity Incentive Plan (May 2022).
104 Cover Page Interactive Data File (Embedded within the Inline XBRL document)
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