UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): April 9, 2009 (April 6,
2009)
DAYBREAK
OIL AND GAS, INC.
(Exact
Name of Registrant as Specified in its Charter)
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Washington
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000-50107
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91-0626366
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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601 W.
Main Ave., Suite 1012
Spokane,
WA 99201
(Address
of Principal Executive Offices, Zip Code)
(509)
232-7674
(Registrant’s
Telephone Number, Including Area Code)
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:
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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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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[
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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
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Named
Executive Officer Compensation
In order
to reduce general and administrative expenses, on April 6, 2009, the Board, with
the assistance of the Compensation Committee, approved an arrangement reducing
the base salaries of certain of the Company’s named executive
officers. Effective April 1, 2009, the salary of James F.
Westmoreland, President and Chief Executive Officer, will be reduced by 25% to
$150,000. The salary of Robert Martin, Senior Vice President –
Exploration, and Bennett W. Anderson, Chief Operating Officer, will be reduced
by 50% to $87,000 and $63,000, respectively. Additionally, if Mr.
Anderson works more than 11 days per month, he will earn an additional amount
equal to $200 per day, with such additional amount being capped at $2,200 per
month. Each of Mssrs. Westmoreland, Martin and Anderson has accepted
the new salary arrangement.
Approval
of Restricted Stock and Restricted Stock Unit Plan
On
April
6, 2009, the
Board of Directors
(the “
Board
”) of
Daybreak Oil and Gas, Inc. (the “
Company
”)
approved the 2009 Restricted Stock and Restricted Stock Unit Plan (the “
Plan
”). The
Company’s
Board
delegated the
administration of the Plan to the Compensation Committee (the “
Administrator
”). The
Administrator will have the power and authority to select Participants (as
defined below) and grant Awards (as defined below) to such Participants pursuant
to the terms of the Plan. In addition, the Administrator will have
the authority to (i) determine the number of shares of the Company’s common
stock, par value $0.001 (the “
Common
Stock
”), to be covered by, or with respect to which payments, rights, or
other matters are to be calculated in connection with, Awards;
(ii) determine the terms and conditions of any Award; (iii) determine
whether, to what extent, and under what circumstances Awards may be settled in
cash, shares of Common Stock, other securities, other Awards or other property,
or canceled, forfeited, or suspended and the method or methods by which Awards
may be settled, canceled, forfeited, or suspended; (iv) determine whether,
to what extent, and under what circumstances the delivery of cash, Common Stock,
other securities, other Awards or other property and other amounts payable with
respect to an Award shall be deferred either automatically or at the election of
the Participant or of the Administrator; (v) interpret, administer,
reconcile any inconsistency in, correct any defect in and/or supply any omission
in the Plan and any instrument or agreement relating to, or Award granted under,
the Plan; (vi) establish, amend, suspend, or waive any rules and
regulations and appoint such agents as the Administrator shall deem appropriate
for the proper administration of the Plan; (vii) accelerate the vesting of,
payment for or lapse of restrictions on, Awards; and (viii) make any other
determination and take any other action that the Administrator deems necessary
or desirable for the administration of the Plan. All decisions made
by the Administrator pursuant to the provisions of the Plan shall be final and
binding on the Company and the Participants.
Subject
to adjustment, the total number of shares of the Company’s Common Stock that
will be available for the grant of Awards under the Plan may not exceed
4,000,000 shares; provided, that, for purposes of this limitation, any stock
subject to an Award that is forfeited in accordance with the provisions of the
Plan will again become available for issuance under the Plan.
Stock
available for distribution under the Plan will be authorized and unissued shares
or shares reacquired by the Company in any manner.
Restricted
Stock and Restricted Stock Unit Awards
Awards
may be granted to officers, other employees, consultants and directors of the
Company and its affiliates (“
Participants
”),
and may be in the form of actual shares of Common Stock (“
Restricted
Stock
”) or hypothetical Common Stock units having a value equal to the
fair market value of an identical number of shares of Common Stock (“
Restricted Stock
Units
”). The Restricted Stock and Restricted Stock Units that
may be granted pursuant to the Plan are herein referred to individually as an
“
Award
” and
collectively as “
Awards
”. Unless
otherwise provided by the Administrator in an individual Award agreement, Awards
under the Plan will vest 25% on each of the first four anniversaries of the date
of grant and the unvested portion of any Award will terminate and be forfeited
upon termination of the Participant’s employment or service.
Subject
to the terms of the Plan and the applicable Award agreement, the recipients of
restricted stock generally will have the rights and privileges of a stockholder
with respect to the Restricted Stock, including the right to vote the shares and
to receive dividends, if applicable. The recipients of restricted
stock units will not have the rights and privileges of a stockholder with
respect to the shares underlying the Restricted Stock Unit award until the award
vests and the shares are received. The Administrator may, at its
discretion, withhold dividends attributed to any particular share of Restricted
Stock, and any dividends so withheld will be distributed to the Participant upon
the release of restrictions on such shares in cash, or at the sole discretion of
the Administrator, in shares of Common Stock having a fair market value equal to
the amount of such dividends. Awards under the Plan may not be
assigned, alienated, pledged, attached, sold or otherwise transferred or
encumbered by a Participant other than by will or by the laws of descent and
distribution.
Change in
Control
Unless
otherwise provided in an Award agreement, in the event of a change in control
(as defined in the Plan) of the Company the Administrator may provide that the
restrictions pertaining to all or any portion of a particular outstanding Award
will expire at a time prior to the change in control. To the extent
practicable, any actions taken by the Administrator to accelerate vesting will
occur in a manner and at a time which will allow affected Participants to
participate in the change in control transaction with respect to the Common
Stock subject to their Awards.
Amendment and
Termination
The Board
at any time, and from time to time, may amend or terminate the Plan; provided,
however, that such amendment or termination shall not be effective unless
approved by the Company’s shareholders to the extent shareholder approval is
necessary to comply with any applicable tax or regulatory
requirements. In addition, any such amendment or termination that
would materially and adversely affect the rights of any Participant shall not to
that extent be effective without the consent of the affected
Participant. The Administrator at any time, and from time to time,
may amend the terms of any one or more Awards; provided, however, that the
Administrator may not effect any amendment which would materially and adversely
affect the rights of any Participant under any Award without the consent of such
Participant.
The
foregoing summary description of the Plan is qualified in its entirety by
reference to the actual terms of the Plan, the Form of Restricted Stock Award
Agreement and the Form of Restricted Stock Unit Award Agreement, which are filed
as Exhibits 4.5, 4.6 and 4.7, respectively, to the Company’s Form S-8 dated
April 7, 2009 and incorporated herein by reference.
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Item
9.01
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Financial
Statements and Exhibits.
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(d) Exhibits
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Exhibit No.
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Description
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10.1
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Daybreak Oil and Gas, Inc. 2009 Restricted Stock
and Restricted Stock Unit Plan
(1)
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10.2
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Form of Restricted Stock Award
Agreement
(2)
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10.3
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Form of Restricted Stock Unit Award
Agreement
(3)
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(1) Previously
filed as Exhibit 4.5 to Form S-8 on April 7, 2009, and incorporated herein by
reference.
(2) Previously
filed as Exhibit 4.6 to Form S-8 on April 7, 2009, and incorporated herein by
reference.
(3) Previously
filed as Exhibit 4.7 to Form S-8 on April 7, 2009, and incorporated herein by
reference.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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April
9, 2009
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DAYBREAK
OIL AND GAS, INC.
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By:
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/s/
James F. Westmoreland
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James
F. Westmoreland
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President
and Chief Executive Officer
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Exhibit No.
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Description
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10.1
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Daybreak Oil and Gas, Inc. 2009 Restricted Stock
and Restricted Stock Unit Plan
(1)
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10.2
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Form of Restricted Stock Award
Agreement
(2)
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10.3
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Form of Restricted Stock Unit Award
Agreement
(3)
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(1) Previously
filed as Exhibit 4.5 to Form S-8 on April 7, 2009, and incorporated herein by
reference.
(2) Previously
filed as Exhibit 4.6 to Form S-8 on April 7, 2009, and incorporated herein by
reference.
(3) Previously
filed as Exhibit 4.7 to Form S-8 on April 7, 2009, and incorporated herein by
reference.
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