Item 1.01 Entry into a Material Definitive Agreement.
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Among other things, the Amendment adjusts the minimum hedging requirement such that the Borrower and other Loan Parties must enter Swap Contracts with respect to 70% of the reasonably anticipated projected production of natural gas from the Borrower's and other Loan Parties' total Proved Developed Producing Reserves.
The above description of the material terms and conditions of the Amendment is a summary only, does not purport to be complete, and is qualified by reference to the full text of the Amendment attached to this Current Report as Exhibit 10.1.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information set forth in Item 1.01 is incorporated into this Item 2.03 by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure and Appointment of Directors
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Entry into Employment Agreements
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"Employment Agreement"). Each Employment Agreement provides for an initial
two-year term beginning on the Effective Date and will automatically renew for
an additional one-year term on each anniversary of the Effective Date thereafter
unless the Company or the executive provides 60 days' written notice of
non-renewal. Pursuant to each Employment Agreement, each executive will receive
an annualized base salary of
Each Employment Agreement also provides for certain severance payments and benefits to be provided to the executive upon his termination of employment by the Company without "Cause" or the executive's resignation for "Good Reason," death or "Disability" (each quoted term as defined in the applicable Employment Agreement). Upon an executive's termination of employment for any reason, his Employment Agreement provides that the Company shall pay the executive any accrued but unpaid base salary, unreimbursed business expenses and any other payments due to the executive under the applicable Company benefits plans or programs.
Upon an executive's termination of employment by the Company without Cause
(including due to non-renewal of the Employment Agreement), or by the executive
for Good Reason (each, a "Qualifying Termination"), the executive will receive
(i) any earned but unpaid annual bonus for the year preceding the year of
termination, (ii) a lump sum payment equal to 1.5 times (2 times, for
If a Qualifying Termination occurs within 12 months following a "Change in
Control" (as defined in the LTIP), the executive will receive (i) any earned but
unpaid annual bonus for the year preceding the year of termination, (ii) a lump
sum payment equal to 2 times (2.5 times, for
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If an executive's employment is terminated due to his death or Disability, then
he will receive (i) any earned but unpaid annual bonus for the year preceding
the year of termination, (ii) a pro-rata annual bonus for the year in which the
termination occurs, based on actual performance and paid when annual bonuses are
paid generally, (iii) if the termination occurs prior to the grant of the 2021
Award, a cash payment equal to the value of the 2021 Award and (iv) for
Each Employment Agreement includes customary confidentiality, nonsolicitation and non-competition covenants, and provides coverage under the Company's directors and officers liability insurance, to the extent coverage is provided to other director and officers.
The above description of the material terms and conditions of the Employment Agreements is a summary only, does not purport to be complete, and is qualified by reference to the full text of each Employment Agreement attached to this Current Report as Exhibits 10.2, 10.3, 10.4 and 10.5.
Item 7.01 Regulation FD Disclosure.
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Information furnished pursuant to Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or subject to the liabilities of that Section. This information shall not be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
d) Exhibits. Exhibit No. Description 10.1 Second Amendment to Credit Agreement, dated as ofJune 29, 2021 , among the Borrower,Morgan Stanley Senior Funding, Inc. , as administrative agent and collateral agent, and the several lenders party thereto. 10.2 Employment Agreement by and betweenEric D. Marsh andVine Energy Inc. , datedJune 28, 2021 10.3 Employment Agreement by and betweenDavid M. Elkin andVine Energy Inc. , datedJune 28, 2021 10.4 Employment Agreement by and betweenWayne B. Stoltenberg andVine Energy Inc. , datedJune 28, 2021 10.5 Employment Agreement by and betweenJonathan C. Curth andVine Energy Inc. , datedJune 28, 2021 99.1 Press Release, datedJuly 1, 2021 104 Cover Page Interactive Data File - The cover page XBRL tags are embedded within the inline XBRL document. 4
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