Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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Terence Barr Employment Agreement
On April 20, 2017,
Samson Oil and Gas USA, Inc. (the “
Company
”), a wholly-owned subsidiary of Samson Oil & Gas Limited (“
Parent
”),
entered into an Amended and Restated Employment Agreement with Terence Barr, the President and Chief Executive Officer of the Company
and the Parent (the “
Barr Agreement
”). The term of the Barr Agreement commenced on January 1, 2011 and extends
through December 31, 2017, unless earlier terminated in accordance with its terms.
Mr. Barr will receive
a base salary of $400,000, subject to adjustment at the discretion of the Company’s Board of Directors (the “
Board
”).
Mr. Barr is eligible to receive an annual discretionary bonus in an amount determined by the Board based on quantitative and qualitative
factors. Pursuant to the Barr Agreement, Mr. Barr may be entitled to a one-time cash bonus in the event of a disposition of all
or substantially all of the Company’s assets either during or within one year following the term of the agreement. In the
event of death, disability, resignation for Good Reason or termination without Cause (as those terms are defined in the Barr Agreement),
Mr. Barr may be entitled to a severance payment from the Company equal to his salary for a period of twelve months. In each such
scenario except death, Mr. Barr will be eligible to receive such benefits and perquisites as are generally provided by the Company
to its senior management during the period in which he receives severance payments. The Barr Agreement includes non-solicitation
and non-competition covenants applicable during the term of the agreement and the later of the twelve-month period following the
termination of the Agreement or Mr. Barr’s employment or engagement as a consultant.
The
foregoing summary is not a complete description of the terms of the Barr Agreement, and reference is made to the complete
text of the Barr Agreement, which is attached hereto as
Exhibit 10.1
and incorporated by reference herein.
Robyn Lamont Employment Agreement
On April 20, 2017,
the Company entered into an Amended and Restated Employment Agreement with Robyn Lamont, the Vice President-Finance and Chief Financial
Officer of the Company and the Parent (the “
Lamont Agreement
”). The Lamont Agreement is effective January 1,
2017 and amends and restates the Employment Agreement between Ms. Lamont and the Company dated January 1, 2011. The term of the
Lamont Agreement commenced on January 1, 2017 and extends through December 31, 2019, unless earlier terminated in accordance with
its terms.
Ms. Lamont will receive
a base salary of $290,000, subject to adjustment at the discretion of the Board. Ms. Lamont is eligible to receive an annual discretionary
bonus in an amount determined by the Board based on quantitative and qualitative factors. In the event of death, disability, resignation
for Good Reason or, depending on the amount of notice provided, termination other than for Cause (as those terms are defined in
the Lamont Agreement), Ms. Lamont may be entitled to a severance payment from the Company equal to her salary for a period of up
to ninety days (or up to twelve months in the event of a termination without Cause after a Change in Control, as defined in the
Lamont Agreement). In each such scenario except death, Ms. Lamont will be eligible to receive such benefits and perquisites as
are generally provided by the Company to its senior management during the period in which she receives severance payments. The
Lamont Agreement includes non-solicitation and non-competition covenants applicable during the term of the agreement and for twelve
months following the termination of Ms. Lamont’s employment.
The foregoing
summary is not a complete description of the terms of the Lamont Agreement, and reference is made to the complete text of the
Lamont Agreement, which is attached hereto as
Exhibit 10.2
and incorporated by reference herein.
David Ninke Employment Agreement
On April 20, 2017,
the Company entered into an Amended and Restated Employment Agreement with David Ninke, the Vice President-Exploration of the Company
and the Parent (the “
Ninke Agreement
”). The Ninke Agreement is effective as of January 1, 2017 and amends and
restates the Employment Agreement between Mr. Ninke and the Company dated January 1, 2011. The term of the Ninke Agreement commenced
on January 1, 2017 and extends through December 31, 2018, unless earlier terminated in accordance with its terms.
Mr. Ninke will receive
a base salary of $276,717, subject to adjustment at the discretion of the Board. Mr. Ninke is eligible to receive an annual discretionary
bonus in an amount determined by the Board based on quantitative and qualitative factors. In the event of death, disability, resignation
for Good Reason or, depending on the amount of notice provided, termination other than for Cause (as those terms are defined in
the Ninke Agreement), Mr. Ninke may be entitled to a severance payment from the Company equal to his salary for a period of up
to ninety days (or up to twelve months in the event of a termination without Cause after a Change in Control, as defined in the
Ninke Agreement). In each such scenario except death, Mr. Ninke will be eligible to receive such benefits and perquisites as are
generally provided by the Company to its senior management during the period in which he receives severance payments. The Ninke
Agreement includes non-solicitation and non-competition covenants applicable during the term of the agreement and the later of
the twelve-month period following the termination of the Agreement or Mr. Ninke’s employment or engagement as a consultant.
Mr. Ninke remains entitled to an overriding royalty interest on all oil and gas properties identified and recommended by Mr. Ninke
during the three year term of his Employment Agreement dated April 1, 2008 with the Company but he is not entitled to royalties
on any other properties.
The foregoing
summary is not a complete description of the terms of the Ninke Agreement, and reference is made to the complete text of the
Ninke Agreement, which is attached hereto as
Exhibit 10.3
and incorporated by reference herein.
Mark Ulmer Employment Agreement
On April 26, 2017,
the Company entered into an Employment Agreement (the “
Ulmer Agreement
”) with Mark Ulmer, the Vice President-Engineering
& Operations of the Company and the Parent. The term of the Ulmer Agreement commenced on April 1, 2016 and extends through
March 31, 2019, unless earlier terminated in accordance with its terms.
Mr. Ulmer will receive
a base salary of $380,000, subject to adjustment at the discretion of the Board. Mr. Ulmer is eligible to receive an annual discretionary
bonus in an amount determined by the Board based on quantitative and qualitative factors. In the event of death, disability, resignation
for Good Reason or, depending on the amount of notice provided, termination other than for Cause (as those terms are defined in
the Ulmer Agreement), Mr. Ulmer may be entitled to a severance payment from the Company equal to his salary for a period of up
to ninety days (or up to twelve months in the event of a termination without Cause after a Change in Control, as defined in the
Ulmer Agreement). In each such scenario except death, Mr. Ulmer will be eligible to receive such benefits and perquisites as are
generally provided by the Company to its senior management during the period in which he receives severance payments. The Ulmer
Agreement includes non-solicitation and non-competition covenants applicable during the term of the agreement and for twelve months
following the termination of Mr. Ulmer’s employment.
The foregoing
summary is not a complete description of the terms of the Ulmer Agreement, and reference is made to the complete text of the
Ulmer Agreement, which is attached hereto as
Exhibit 10.4
and incorporated by reference herein.