- Current report filing (8-K)
March 31 2010 - 6:10AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): March 29, 2010
MARINER ENERGY, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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1-32747
(Commission
File Number)
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86-0460233
(I.R.S. Employer
Identification No.)
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One BriarLake Plaza, Suite 2000
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2000 West Sam Houston Parkway South
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Houston, Texas
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77042
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(713) 954-5500
(Former name or former address, if changed since last report)
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.
The
board of directors of Mariner Energy, Inc. (Mariner),
approved, as of March 29, 2010, a
discretionary performance bonus and restricted stock award for services rendered in 2009 by, and a
discretionary salary increase effective January 1, 2010 for, each of Mariners executive officers.
Performance bonuses and stock awards for 2009 and salaries for 2010 for Mariners principal
executive officer, principal financial officer, and three other most highly compensated executive
officers as of December 31, 2009 are:
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Name and Principal Position
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Bonus
(1)
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Restricted Stock
(2)
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2010 Salary (increase)
(1)
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Scott D. Josey,
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$
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1,550,000
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$
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3,100,000
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$580,000 ($40,000)
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Chairman of the Board,
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(219,391 shares)
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Chief Executive Officer
and President
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Jesus G. Melendrez,
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$
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450,000
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$
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1,150,000
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$
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265,000 ($30,000
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Senior Vice President,
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(81,387 shares)
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Chief Commercial Officer,
Acting Chief Financial Officer
and Treasurer
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Dalton F. Polasek,
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$
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500,000
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$
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1,100,000
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$
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365,000 ($15,000
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Chief Operating Officer
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(77,849 shares)
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Mike C. van den Bold,
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$
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450,000
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$
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1,150,000
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$
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275,000 ($15,000
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Senior Vice President and
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(81,387 shares)
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Chief Exploration Officer
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Judd A. Hansen
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$
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375,000
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$
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925,000
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$
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275,000 ($15,000
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Senior Vice President
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(65,464 shares)
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Shelf and Onshore
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(1)
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The employment agreement between Mariner (and in addition with respect to Mr. Hansen, Mariners
wholly-owned subsidiary, Mariner Energy Resources, Inc. (MERI)) and each of Messrs. Josey,
Melendrez, Polasek, van den Bold and Hansen, provide that Mariners board of directors (and in
addition with respect to Mr. Hansen, MERIs board of directors) annually will review the
executives base salary and consider whether the executive is eligible to receive a discretionary
salary increase and a discretionary performance bonus, in each case based on market survey data,
corporate performance, and the performance of the executive. Any increase in base salary is
thereafter the executives base salary for purposes of the employment agreement. This summary of
certain terms of these employment agreements is qualified in its entirety by reference to the
employment agreements.
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(2)
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The number of restricted shares of Mariners common stock was determined by dividing the
dollar value of the award by the closing price per share on the New York Stock Exchange on March
26, 2010 ($14.13). Each award was made pursuant to a written restricted stock agreement under
Mariners Stock Incentive Plan, as amended or restated from time to time. The restricted stock
generally vests 25% on each of the first four anniversaries of the date of grant if the executive
then remains employed by Mariner, except that unvested shares fully vest upon a change in control
or termination of his employment by Mariner without cause, by him for good reason, or due to his
disability or death. This summary of certain terms of these awards is qualified in its entirety by
reference to the Stock Incentive Plan and related form of restricted stock agreement for employees
with employment agreements.
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Item 9.01 Financial Statements and Exhibits
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Number
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Description
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10.1*
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Mariner Energy, Inc. Third Amended and Restated Stock Incentive Plan,
effective as of May 11, 2009 (incorporated by reference to Exhibit 10.1
to Mariners Form 8-K filed on May 12, 2009).
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10.2+
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Form of Restricted Stock Agreement (director) under Mariner Energy, Inc.
Third Amended and Restated Stock Incentive Plan.
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10.3+
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Form of Restricted Stock Agreement (employee with employment agreement)
under Mariner Energy, Inc. Third Amended and Restated Stock Incentive
Plan.
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10.4
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Form of Restricted Stock Agreement (employee without employment
agreement) under Mariner Energy, Inc. Third Amended and Restated Stock
Incentive Plan.
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10.5*+
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Employment Agreement by and between Mariner Energy, Inc. and Scott D.
Josey, dated February 7, 2005 (incorporated by reference to Exhibit 10.15
to Mariners Registration Statement on Form S-4 (File No. 333-137441)
filed on September 19, 2006).
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10.6*+
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Employment Agreement by and between Mariner Energy, Inc. and Dalton F.
Polasek, dated February 7, 2005 (incorporated by reference to Exhibit
10.16 to Mariners Registration Statement on Form S-4 (File No.
333-137441) filed on September 19, 2006).
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10.7*+
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Employment Agreement by and between Mariner Energy, Inc. and Jesus
Melendrez, dated as of February 7, 2005 (incorporated by reference to
Exhibit 10.23 to Mariners Annual Report on Form 10-K for the year ended
December 31, 2009 filed on March 1, 2010).
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10.8*+
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Amendment to Employment Agreement by and between Mariner Energy, Inc. and
Jesus Melendrez, dated as of June 8, 2006 (incorporated by reference to
Exhibit 10.24 to Mariners Annual Report on Form 10-K for the year ended
December 31, 2009 filed on March 1, 2010).
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10.9*+
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Employment Agreement by and between Mariner Energy, Inc. and Michiel C.
van den Bold, dated February 7, 2005 (incorporated by reference to
Exhibit 10.17 to Mariners Registration Statement on Form S-4 (File No.
333-137441) filed on September 19, 2006).
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10.10*+
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Amendment to Employment Agreement by and between Mariner Energy, Inc. and
Michiel C. van den Bold, dated as of June 8, 2006 (incorporated by
reference to Exhibit 10.18 to Mariners Registration Statement on Form
S-4 (File No. 333-137441) filed on September 19, 2006).
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10.11*+
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Second Amended and Restated Employment Agreement by and between Mariner
Energy, Inc., Mariner Energy Resources, Inc. and Judd Hansen, dated June
8, 2006 (incorporated by reference to Exhibit 10.19 to Mariners
Registration Statement on Form S-4 (File No. 333-137441) filed on
September 19, 2006).
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*
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Incorporated by reference as indicated.
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Management contract, plan or arrangement.
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3
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 thereunto duly authorized.
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MARINER ENERGY, INC.
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Date: March 31, 2010
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By:
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/s/ Teresa G. Bushman
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Teresa G. Bushman,
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Senior Vice President and
General Counsel
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4
INDEX TO EXHIBITS
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Number
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Description
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10.1*
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Mariner Energy, Inc. Third Amended and Restated Stock Incentive Plan,
effective as of May 11, 2009 (incorporated by reference to Exhibit 10.1
to Mariners Form 8-K filed on May 12, 2009).
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10.2+
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Form of Restricted Stock Agreement (director) under Mariner Energy, Inc.
Third Amended and Restated Stock Incentive Plan.
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10.3+
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Form of Restricted Stock Agreement (employee with employment agreement)
under Mariner Energy, Inc. Third Amended and Restated Stock Incentive
Plan.
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10.4
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Form of Restricted Stock Agreement (employee without employment
agreement) under Mariner Energy, Inc. Third Amended and Restated Stock
Incentive Plan.
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10.5*+
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Employment Agreement by and between Mariner Energy, Inc. and Scott D.
Josey, dated February 7, 2005 (incorporated by reference to Exhibit 10.15
to Mariners Registration Statement on Form S-4 (File No. 333-137441)
filed on September 19, 2006).
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10.6*+
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Employment Agreement by and between Mariner Energy, Inc. and Dalton F.
Polasek, dated February 7, 2005 (incorporated by reference to Exhibit
10.16 to Mariners Registration Statement on Form S-4 (File No.
333-137441) filed on September 19, 2006).
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10.7*+
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Employment Agreement by and between Mariner Energy, Inc. and Jesus
Melendrez, dated as of February 7, 2005 (incorporated by reference to
Exhibit 10.23 to Mariners Annual Report on Form 10-K for the year ended
December 31, 2009 filed on March 1, 2010).
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10.8*+
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Amendment to Employment Agreement by and between Mariner Energy, Inc. and
Jesus Melendrez, dated as of June 8, 2006 (incorporated by reference to
Exhibit 10.24 to Mariners Annual Report on Form 10-K for the year ended
December 31, 2009 filed on March 1, 2010).
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10.9*+
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Employment Agreement by and between Mariner Energy, Inc. and Michiel C.
van den Bold, dated February 7, 2005 (incorporated by reference to
Exhibit 10.17 to Mariners Registration Statement on Form S-4 (File No.
333-137441) filed on September 19, 2006).
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10.10*+
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Amendment to Employment Agreement by and between Mariner Energy, Inc. and
Michiel C. van den Bold, dated as of June 8, 2006 (incorporated by
reference to Exhibit 10.18 to Mariners Registration Statement on Form
S-4 (File No. 333-137441) filed on September 19, 2006).
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10.11*+
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Second Amended and Restated Employment Agreement by and between Mariner
Energy, Inc., Mariner Energy Resources, Inc. and Judd Hansen, dated June
8, 2006 (incorporated by reference to Exhibit 10.19 to Mariners
Registration Statement on Form S-4 (File No. 333-137441) filed on
September 19, 2006).
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*
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Incorporated by reference as indicated.
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+
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Management contract, plan or arrangement.
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