Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
On October 31, 2018, Daniel C. Herz, the President of Atlas Energy Group, LLC (the
Company), resigned his position as President of the Company to pursue other business activities. The resignation was not the result of any dispute or disagreement with the Company or any matter related to the Companys operations,
policies, practices, management or Board of Directors (the Board).
On October 31, 2018, the Company entered into a separation agreement
and mutual release between the Company and Mr. Herz (the Separation Agreement) specifying the terms of Mr. Herzs termination of service with the Company.
The Separation Agreement terminates Mr. Herzs previous employment agreement with the Company, dated as of September 4, 2015 (the
Employment Agreement), and confirms that, except for earned and accrued base salary and benefits that have not yet been paid, and the provision of the Employment Agreement relating to 24 months of post-termination COBRA benefits,
Mr. Herz is not entitled to any severance payment or other compensation from the Company under the Employment Agreement.
Under the Separation
Agreement, the Company, on behalf of itself and its subsidiaries (Company Releasors), agreed to remise, release and discharge Mr. Herz from any and all causes of action, suits, debts, claims, liabilities, damages and demands
(i) arising under any federal, state, local or foreign statute or regulation or common law that may be legally waived and released; (ii) arising out of or relating to the termination or resignation of Mr. Herzs employment with
any Company Releasor; (iii) arising under the Companys organizational documents; or (iv) arising under or relating to any policy, agreement, plan, understanding or promise between Mr. Herz and any Company Releasor. Mr. Herz
agreed to remise, release and discharge the Company, its subsidiaries and each of their managers, employees, officers, directors and agents (Company Releasees) from any and all causes of action, suits, debts, claims, liabilities, damages
and demands (i) arising under any federal, state, local or foreign statute or regulation or common law that may be legally waived and released; (ii) arising out of or relating to the termination or resignation of Mr. Herzs
employment with any Company Releasee; or (iii) arising under or relating to any policy, agreement, plan, understanding or promise between Mr. Herz and any Company Releasee.
Mr. Herz may revoke the Separation Agreement within seven calendar days of October 31, 2018, and such agreement shall not become effective until the
expiration of such
seven-day
period. The Separation Agreement shall become effective on the eighth calendar day following October 31, 2018.
The foregoing summary of the Separation Agreement is qualified by reference to the Separation Agreement, which is filed herewith as Exhibit 10.1.