Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Appointment of Christopher Jarvis as
Executive Vice President of Finance of Foothills Exploration, Inc. and Vice President of Risk Management of Foothills Petroleum,
Inc.
On March 3, 2017
Foothills Exploration, Inc., (the “Company”) announced that it had appointed Christopher Jarvis, a current member
of the board of directors of the Company, as Executive Vice President of Finance of the Company and Vice President of
Risk Management of Foothills Petroleum, Inc. (“FPI”), a wholly owned subsidiary of the Company. This appointment
commenced March 1, 2017. A copy of the Company’s press release entitled “Foothills Exploration, Inc. Announces
Two Additions to Its Senior Management Team” is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Mr. Jarvis, age 44, has over 20 years of
capital markets and investments experience covering the equity, commodity, and fixed-income markets including engineering and executing
energy risk management hedges for large multi-national companies. Mr. Jarvis was ranked #1 by Bloomberg’s BARR analyst ranking
system. Mr. Jarvis routinely appears on CNBC, Fox Business News, and Reuters. He is a contributor to major print media outlets
including Reuters, Bloomberg and the Wall Street Journal as an oil and gas analyst. Mr. Jarvis earned his B.A. in Arts History
from University of Massachusetts and an M.B.A. from the University of Connecticut, with a concentration in Finance. Mr. Jarvis
is also Certified Financial Analyst (CFA), Certified Market Technician (CMT) and a member of the University of Connecticut Financial
Accelerator Advisory Board.
There is no family relationship between
Mr. Jarvis and the Company or FPI’s officers and directors. Other than the employment terms described below, Mr. Jarvis and
the Company or FPI have not entered into any transaction, nor is any transaction proposed, which would require disclosure pursuant
to Item 404(a) of Regulation S-K.
Mr. Jarvis will receive an annual salary
of $240,000, with annual increases of 3% per annum, upon successful completion of a 90 day probationary period. Mr. Jarvis will
also be entitled to receive bonuses that will be based on performance standards which will be established by the Company. Mr. Jarvis
will receive $10,000 as a signing bonus on the effective date of employment and an option to purchase 400,000 shares of Company’s
common stock. The options will have an exercise price of $2.02 per share, a five year term and will vest quarterly over 24 month
term of employment commencing with the first quarter following the 90-day probationary period, but subject to no exercise for 12
months and subject further to all unvested options being accelerated upon any change of control event. Mr. Jarvis will also receive
a car allowance in the amount of $800 per month and cell phone allowance in the amount of $100 per month once the Company’s
net total oil and gas production reaches 750 barrels of oil equivalent per day for at least 90 consecutive days, including production
from all wholly-owned subsidiaries and portion of production which may be beneficially allocated to the Company from sister companies
in which the Company owns at least 50% in interest. Upon approval of the Company’s Board of Directors, Mr. Jarvis may become
eligible to participate in the Company’s equity incentive plan, should one be established.
Mr. Jarvis’s employment with the Company
is at will and may be terminated for or without cause. If Mr. Jarvis is terminated without cause following the 90 day probationary
period, he may receive a pro-rated bonus through the balance of the calendar year in which termination occurred. Upon acceptance
of position as fulltime executive of the Company and FPI, the Executive Director Agreement dated between Mr. Jarvis and the Company
will terminate, however Mr. Jarvis will retain restricted stock units granted to him pursuant to the foregoing agreement subject
to the vesting terms described therein. A copy of the Company's offer letter to Mr. Jarvis is attached as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated herein by this reference.
Appointment of Kevin J. Sylla as Director and Chief Executive
Officer of Foothills Petroleum, Inc.
On March 3, 2017 the Company announced
that it had appointed Kevin J. Sylla, as Director and Chief Executive Officer of FPI. Mr. Sylla will also continue serving as
manager of the Company’s indirect subsidiaries, Tiger Energy Operating LLC (“TEO”), Tiger Energy Partners
International LLC (“TEPI”), and Tiger Energy Mineral Leasing LLC (“TEML”). This appointment commenced
March 1, 2017. A copy of the Company’s press release entitled “Foothills Exploration, Inc. Announces
Two Additions to Its Senior Management Team” is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Mr. Sylla, age 42, has been serving as Managing
Director of Tiger Energy Operating, LLC and Tiger Energy Partners International, LLC, both indirect subsidiaries of the Company,
for the past five years. Mr. Sylla played a key advisory role in the successful combination and integration of TEO, TEPI and TEML
assets into the Company’s corporate structure. He has over 10 years of oil and gas industry experience with extensive knowledge
in business development, mergers and acquisitions, as well as in drilling, reworking and overseeing the management of oil and gas
wells including field operations. Mr. Sylla is the managing member of Wilshire Energy Partners, LLC, a principal shareholder of
the Company and has provided consulting services to the Company since its formation. Mr. Sylla completed the Petroleum Land Management
Program at Texas Christian University and earned his Energy & Finance Management Certification from the University of Denver.
There is no family relationship between
Mr. Sylla and the Company or FPI’s officers and directors. Other than the employment terms described below, Mr. Sylla and
the Company or FPI have not entered into any transaction, nor is any transaction proposed, which would require disclosure pursuant
to Item 404(a) of Regulation S-K.
Mr. Sylla will receive an annual salary
of $360,000 with annual increases of 3% per annum upon successful completion of a 90 day probationary period. Mr. Sylla will also
be entitled to receive bonuses that will be based on performance standards that will be established by the Company. Mr. Sylla will
receive a $10,000 signing bonus on the effective date of employment and an option to purchase 1.2 million shares of Company’s
common stock. The options shall have an exercise price of $2.02 per share, a seven year term and will vest quarterly over a 36
months term of employment commencing with the first quarter following the 90-day probationary period, but subject to no exercise
for 12 months and subject further to all unvested options being accelerated upon any change of control event. Mr. Sylla will also
receive car allowance in the amount of $800 per month and cell phone allowance in the amount of $100 per month once the Company’s
net total oil and gas production reaches 750 barrels of oil equivalent per day for at least 90 consecutive days, including production
from all wholly-owned subsidiaries and portion of production which may be beneficially allocated to the Company from sister companies
in which the Company owns at least fifty percent 50% in interest. Upon approval of the Company’s Board of Directors, Mr.
Sylla may become eligible to participate in the Company’s equity incentive plan, should one be established.
Mr. Sylla’s employment with the Company
is at will and may be terminated for or without cause. If Mr. Sylla is terminated without cause following the 90 day probationary
period, he may receive pro-rated bonus through the balance of the calendar year in which termination occurred. Effective January
28, 2010 Mr. Sylla, without admitting or denying findings consented to a fine and to a suspension from association with any FINRA
member from February 16, 2010 through February 15, 2011. This civil matter arose as a result of a customer loan to an entity partially
owned by Mr. Sylla at a time when that activity was impermissible under NASD conduct rules then in effect. A copy of the Company’s
offer letter to Mr. Sylla is attached as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by this reference.