Severance and Change in Control Payments
We believe that an important aspect of attracting and retaining
qualified individuals to serve as executive officers involves
providing market termination protection benefits. In May 2019 we
adopted a form of change in control agreement for certain of our
executives that provides for certain benefits upon a termination
following a change in control. For additional information, see
“Executive Compensation—Potential Payments upon Termination or
Change in Control.”
As discussed above, on August 30, 2022, we entered into the
Amended Silver Employment Agreement which provided for certain
benefits upon his separation from the Company. For additional
information, see “Executive Compensation—Employment
Agreements—Michael G. Silver.”
On March 8, 2023, Mr. DesAutels and the Company entered
into a separation and release agreement (the “DesAutels Separation
Agreement”). Pursuant to the DesAutels Separation
Agreement, Mr. DesAutels is entitled to receive (i) a
cash severance payment equal to $145,917, less applicable
withholdings and taxes, payable in a lump sum; and (ii) a cash
payment of $98,914, which is the amount of the annual cash bonus
amount that Mr. DesAutels otherwise might have received if
employed through the date of payment. The DesAutels Separation
Agreement provides for certain customary terms and conditions
relating to separation from employment including, without
limitation, releases from liability, cooperation, assistance,
non-disparagement and confidentiality provisions.
On March 8, 2023, Mr. DesAutels and the Company entered
into a consulting agreement, (the “DesAutels Consulting
Agreement”), pursuant to which Mr. DesAutels has
agreed to perform transition consulting services with respect to
business development and Company’s petroleum operations for up to
13 months from the date of the DesAutels Consulting Agreement
unless the DesAutels Consulting Agreement is terminated earlier.
Pursuant to the DesAutels Consulting Agreement, the Company will
pay Mr. DesAutels $5,000 per full month, subject to increase
in the event Mr. DesAutels is required to perform the services
for more than three days during any workweek, and provide for
customary expense reimbursements. The DesAutels Consulting
Agreement provides for customary terms and conditions relating to
the provision of services from Mr. DesAutels including,
without limitation, confidentiality and non-competition
provisions.
Pursuant to the terms of the DesAutels Separation Agreement and the
DesAutels Consulting Agreement, Mr. DesAutels will not be
deemed to be terminated for purposes of equity awards granted to
Mr. DesAutels in accordance with the terms of the 2020 LTIP
until the termination of the DesAutels Consulting Agreement.
Perquisites and Indemnification
We do not typically provide perquisites to our NEOs that are not
available to employees generally. However, pursuant to our
organizational documents, we are required to indemnify, to the
fullest extent permitted by applicable law, any person who was or
is made, or is threatened to be made, a party, or is otherwise
involved in any action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact
that he or she, or a person for whom he or she is a legal
representative, is or was a director or an officer of the Company,
including our NEOs.
From time to time, we may provide perquisites for recruitment or
retention purposes, or in connection with a relocation.