- Current report filing (8-K)
October 22 2010 - 9:39AM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported):
October 19, 2010
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CLAYTON WILLIAMS ENERGY, INC.
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(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
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incorporation)
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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)
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(Zip code)
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Registrant's Telephone Number, including area code:
(432) 682-6324
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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):
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¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
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¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
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Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On August 9, 2010, the Compensation Committee of the Board of Directors of Clayton Williams Energy, Inc. (the “Company”) authorized the Company to establish the CWEI Andrews Fee Reward Plan, the CWEI Andrews Samson Reward Plan, and the CWEI Austin Chalk Reward Plan II (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 areas covered by the Plans on or after the Effective Date of each Plan. Concurrently, the Compensation Committee 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 October 19, 2010. The Effective Dates for the Plans are as follows: CWEI Andrews Fee Reward Plan - October 1, 2009; CWEI Andrews Samson Reward Plan - March 1, 2010; and CWEI Austin Chalk Reward Plan II - August 9, 2010.
Each of the Plans 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 the Plans, Participants must remain in the employment or service of the Company through August 9, 2012 (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 Plans, subject to the terms of the Plans. The Full Vesting Date may occur sooner than August 9, 2012 in the event of a Change of Control or Sale Transaction, as those terms are defined in the Plan.
Bonus awards under the Plans were granted to the Company’s principal executive officer, principal financial officer and other named executive officers as follows:
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Bonus Percentages
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CWEI Andrews Fee
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CWEI Andrews
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CWEI Austin Chalk
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Officers
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Reward Plan
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Samson Reward Plan
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Reward Plan II
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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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4.6428%
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4.6428%
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3.5714%
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Mel G. Riggs
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5.3570%
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5.3570%
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4.2857%
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Michael L. Pollard
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2.3214%
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2.3214%
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2.3214%
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Amounts payable under the Plans to the Company’s principal executive officer, principal financial officer and other 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 exhibits are provided as part of the information furnished under Item 5.02 of this report.
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Exhibit
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Number
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Description
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10.1
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CWEI Andrews Fee Reward Plan
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10.2
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CWEI Andrews Samson Reward Plan
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10.3
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CWEI Austin Chalk Reward Plan II
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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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October 22, 2010
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By:
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/s/ L. Paul Latham
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L. Paul Latham
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Executive Vice President and Chief
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Operating Officer
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Date:
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October 22, 2010
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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
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Exhibit
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Number
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Description
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10.1
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CWEI Andrews Fee Reward Plan
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10.2
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CWEI Andrews Samson Reward Plan
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10.3
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CWEI Austin Chalk Reward Plan II
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