Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 30, 2016, Paolo G. Amoruso, Vice President of Commercial and Legal Affairs and Corporate Secretary, and David Wesson, Vice President and Chief Financial Officer of Hyperdynamics Corporation (the Company) resigned from their offices with the Company and their employment ended prior to the expiration of the term of their respective employment agreements entered into on October 1, 2015. Messrs. Amoruso and Wesson employment agreements appear as Exhibits 10.19 and 10.20 to the Form 8-K filed by the Company on October 7, 2015.
Messrs. Amoruso and Wesson are continuing to provide services to the Company as independent consultants pursuant to Consulting Agreements entered into on June 30, 2016. The Consulting Agreements have terms extending through September 30, 2016, unless further extended by the Company and Messrs. Amoruso and Wesson, respectively. Under the Consulting Agreements, Mr. Amoruso will receive a consulting fee of $30,000 per month and Mr. Wesson will receive a consulting fee of $25,000 per month.
On June 30, 2016, the Company also entered into Transition Agreements with Messrs. Amoruso and Wesson. Pursuant to the Transition Agreement, Mr. Amoruso will receive payments of $150,000 on July 15, 2016, $50,000 on August 15, 2016, and $300,000 on September 15, 2016; provided, if the Company and Mr. Amoruso enter into a new employment agreement as Vice President, General Counsel and Corporate Secretary prior to September 15, 2016, Mr. Amoruso will not be entitled to the September 15, 2016 payment of $300,000. In addition, Mr. Amoruso received a grant of non-qualified stock options to acquire 36,875 shares of the Companys common stock with an exercise price equal to the closing price on June 30, 2016. Pursuant to the Transition Agreement, Mr. Wesson will receive payments of $150,000 on July 15, August 15, and September 15, 2016. In addition, Mr. Wesson received a grant of non-qualified stock options to acquire 34,375 shares of the Companys common stock with an exercise price equal to the closing price on June 30, 2016. Mr. Amoruso and Mr. Wesson agree in the Transition Agreements that they are not entitled to any further payments under their employment agreements.
Copies of the Transition and Consulting Agreements are filed as Exhibits 10.21 and 10.22. The summary of the Transition and Consulting Agreements in this Item 5.02(e) is qualified entirely by the terms and conditions set forth in the respective agreements, which are incorporated herein by reference.