Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On January 3, 2017, Eclipse Resources Corporation (the
Company
) announced that, effective January 1, 2017: (i) Thomas S. Liberatore has assumed the new position of Executive Vice President, Corporate Development and Geosciences of the Company and will no longer serve as the
Companys Chief Operating Officer, and (ii) Oleg Tolmachev has been appointed Executive Vice President and Chief Operating Officer of the Company.
Oleg Tolmachev, age 41, previously served as the Companys Vice President, Drilling & Completions since February 2013. Prior to
joining the Company, from April 2011 to February 2013, Mr. Tolmachev served as the Senior Asset Manager, Utica Shale with Chesapeake Energy Corporation where he was responsible for leading an asset team comprised of land, geology, drilling,
resource development and operations for Chesapeake Energy Corporations Utica Shale projects in Ohio. Prior to joining Chesapeake Energy Corporation, from August 2008 to 2011, Mr. Tolmachev held the position of Group Lead Completions,
Mid-Continent Business Unit at EnCana Oil and Gas (USA) Inc. where he managed well completions and intervention operations in its Barnett Shale, Deep Bossier and East Texas Haynesville Shale business units. Mr. Tolmachev received his Bachelors
of Science degree in Petroleum Engineering from the University of Oklahoma.
In connection with Mr. Tolmachevs appointment as
the Companys Executive Vice President and Chief Operating Officer, the Company and Mr. Tolmachev entered into an amended and restated executive employment agreement, dated as of January 1, 2017 (the
Employment
Agreement
).
The Employment Agreement is for a term of three years, and automatically extends for an additional one-year renewal
term for every year thereafter unless the Company or Mr. Tolmachev gives written notice to the other party that the automatic extension will not occur at least 90 days prior to the end of the initial term, or, if applicable, the then-current
renewal term, in each case, unless terminated earlier in accordance with the terms and conditions set forth therein. Pursuant to the terms of the Employment Agreement, Mr. Tolmachev will (i) receive an annual base salary of $355,000 and
(ii) be eligible to receive an annual performance-based bonus with a target value equal to 85% of his base salary. The base salary and the annual performance-based bonus percentage may be increased by the Companys Board of Directors or a
designated committee thereof in its discretion but may not be decreased without Mr. Tolmachevs written consent.
The Employment
Agreement also provides Mr. Tolmachev with certain severance benefits upon termination. If Mr. Tolmachevs employment is terminated by the Company without Cause or by Mr. Tolmachev for Good Reason (as such
terms are defined in the Employment Agreement), then:
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the Company will make a lump sum payment to Mr. Tolmachev equal to two times the sum of (i) his annual base salary as of the termination date, and (ii) the amount equal to his target annual bonus for the
fiscal year that includes the termination date;
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the Company will reimburse Mr. Tolmachev for any amounts necessary to continue the health care coverage under the Companys group health plans for him and his qualified dependents for a period of up to 18
months following the termination date (the
Post-Employment Health Coverage
); and
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the Company will pay Mr. Tolmachev a prorated annual bonus for the year of termination.
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If Mr. Tolmachevs employment is terminated upon his death or Disability (as defined in the Employment Agreement), then
the Company will make a lump sum payment to Mr. Tolmachev equal to one times his annual base salary as of the termination date and the Company will provide him with the Post-Employment Health Coverage.
The Employment Agreement also contains non-solicitation, non-competition and confidentiality covenants on behalf of Mr. Tolmachev in
favor of the Company. In addition, any amounts payable to Mr. Tolmachev under the Employment Agreement will be subject to any clawback policy established by the Company from time to time.
A copy of the Employment Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The
foregoing description of the Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Employment Agreement.