BCEI Bonanza Creek Energy Inc New

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Jaques Resignation

On July 31, 2017, based on a mutual decision with the Board and in conjunction with a company-wide reduction in force, Wade E. Jaques announced his intention to leave his role as the Vice President and Chief Accounting Officer of Bonanza Creek Energy, Inc. (the “Company”). Mr. Jaques’ last day of employment with the Company will be August 11, 2017 (the “Separation Date”).

In connection with the departure, Mr. Jaques will enter into a Separation and General Release Agreement with the Company (the “Release”), whereby (i) his employment agreement with the Company will be terminated; (ii) he will enter into a mutual release with the Company; (iii) he will receive an amount equal to one year of base salary as of the Separation Date, the maximum of which will be $260,000 (the “Base Salary Severance”), which will be reduced by the applicable portion of the Severance Offset (defined below); (iv) he will receive an amount equal to 50% of the greater of (a) the annual average of any bonuses received by Mr. Jaques from the Company’s Short Term Incentive Program in the two calendar years immediately before the Separation Date and (b) Mr. Jaques’ current “target” bonus amount as of the Separation Date (the “Bonus Severance” and, together with the Base Salary Severance, the “Severance Benefits”), provided that the maximum amount payable with respect to the Bonus Severance will be $61,295, which will be reduced by the applicable portion of the Severance Offset; (v) he will receive accelerated vesting of the equity grants he received upon the Company’s emergence from bankruptcy, consisting of 7,209 non-qualified stock options and 7,209 restricted stock units; (vi) he will be granted reimbursement of the difference between the amount he pays to effect and continue COBRA coverage and the employee contribution amount that active senior executive employees of the Company or its applicable affiliate pay for the same or similar coverage, for the one-year period following the Separation Date; and (vii) if there is a change in control of the Company after June 4, 2017 and on or before June 5, 2018, he will receive an additional amount equal to the sum of the Severance Offset and the Bonus Severance. “Severance Offset” means, subject to and in accordance with Section 6(b) of the Company’s Executive Change in Control and Severance Plan, the value of the Severance Benefits reduced on a dollar-for-dollar basis (but not below $0) by the aggregate “spread” value of unvested non-qualified stock options and the value of unvested restricted stock units, in each case, accelerated in connection with (v) above, as determined by the Company in good faith using the closing price of the Company’s common stock on the last trading day before the Separation Date.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Form of Separation and Release Agreement of Mr. Jaques, which is filed herewith as Exhibit 10.1, and incorporated by reference herein in its entirety.

*         Filed herewith.

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