Clayton Williams Energy Inc /De - Current report filing (8-K)
June 25 2008 - 10:24AM
Edgar (US Regulatory)
UNITED
STATES
|
SECURITIES
AND EXCHANGE COMMISSION
|
Washington,
D.C. 20549
|
CURRENT
REPORT
|
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
|
Date
of Report (Date of earliest event reported):
June 19,
2008
|
CLAYTON
WILLIAMS ENERGY, INC.
|
(Exact
name of Registrant as specified in its
charter)
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Delaware
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001-10924
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75-2396863
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(State
or other jurisdiction of
|
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(Commission
File
|
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(I.R.S.
Employer
|
incorporation)
|
|
Number)
|
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Identification
No.)
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6
Desta Drive, Suite 6500, Midland, Texas
|
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79705-5510
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(Address
of principal executive offices)
|
|
(Zip
code)
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Registrant's
Telephone Number, including area code:
(432)
682-6324
|
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2.
below):
|
¨
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
¨
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2 (b))
|
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4 (c))
|
Item
5.02
Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(e) On
May 5, 2008, the Compensation Committee of the Board of Directors of Clayton
Williams Energy, Inc. (the “Company”) authorized the Company to establish three
bonus compensation plans, the Amacker-Tippett Reward Plan, the Austin Chalk
Reward Plan and the Barstow Area Reward Plan (individually, the “Plan” and
collectively, the “Plans”) to reward eligible officers, employees and other
service providers for continued quality service to the Company, and to encourage
retention of those officers, employees and service providers by providing them
the opportunity to receive bonus payments that are based on profits derived from
a portion of the Company’s working interest in wells (the “Wells”) drilled by
the Company in the respective areas covered by each Plan on or after the
Effective Date. On May 5, 2008, the Compensation Committee of
the Board of Directors of the Company also authorized awards to certain
officers, key employees and consultants of the Company under the
Plans. The Plans were established and awards were granted under the
Plans on June 19, 2008. The Effective Date for each Plan is as
follows: Amacker-Tippett Reward Plan – January 1, 2007; Austin Chalk
Reward Plan – June 1, 2007; and Barstow Area Reward Plan – May 5,
2008.
Each Plan
provides for quarterly cash bonuses to the Participants, as a group, equal to
the after-payout cash flow from 7% of the Company’s working interest in the
Wells. The quarterly cash bonuses are allocated among the
Participants based on each Participant’s bonus percentage.
To
continue as a Participant in each Plan, Participants must remain in the
employment or service of the Company through May 5, 2013 (the “Full Vesting
Date”). Participants who remain in the employment or service of the
Company through the Full Vesting Date will continue as Participants for the
duration of the Plan, subject to the terms of the Plan. The Full
Vesting Date may occur sooner than May 5, 2013 in the event of a Change of
Control or Sale Transaction, as those terms are defined in the
Plans.
Bonus
awards under the Plans were granted to the Company’s principal executive
officer, principal financial officer and named executive officers as
follows:
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Bonus
Percentages
|
|
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Amacker-Tippett
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Austin
Chalk
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Barstow
Area
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Officer
|
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Reward
Plan
|
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Reward
Plan
|
|
Reward
Plan
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Clayton
W. Williams, Jr.
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28.5714%
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28.5714%
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28.5714%
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L.
Paul Latham
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7.1428%
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3.57314%
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5.3571%
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Mel
G. Riggs
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7.1428%
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3.57314%
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5.3571%
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T.
Mark Tisdale
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.8929%
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.8929%
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1.4286%
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Amounts
payable under the Plans to the Company’s principal executive officer, principal
financial officer and named executive officers will depend on the quarterly
bonus amounts determined pursuant to the terms of the Plans as described
above.
The
foregoing descriptions are only summaries of, and are qualified in their
entirety by reference to, the Plans, which are filed as Exhibits 10.1, 10.2
and 10.3 to this Current Report on Form 8-K and are incorporated herein by
reference.
Item
9.01
Financial Statements and
Exhibits.
(d) Exhibits
The
following exhibit is provided as part of the information furnished under Item
5.02 of this report.
Exhibit
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Number
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Description
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10.1
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Amaker-Tippet
Reward Plan
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|
|
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10.2
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Austin
Chalk Reward Plan
|
|
|
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10.3
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Barstow
Area Reward Plan
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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CLAYTON
WILLIAMS ENERGY, INC.
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Date:
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June
25, 2008
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By:
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/s/
L. Paul Latham
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|
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L.
Paul Latham
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|
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Executive
Vice President and Chief
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|
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Operating
Officer
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Date:
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June
25, 2008
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By:
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/s/
Mel G. Riggs
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Mel
G. Riggs
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Senior
Vice President and Chief
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Financial Officer
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CLAYTON
WILLIAMS ENERGY, INC.
EXHIBIT
INDEX
Exhibit
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Number
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Description
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10.1
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Amaker-Tippet
Reward Plan
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|
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10.2
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Austin
Chalk Reward Plan
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10.3
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Barstow
Area Reward Plan
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