ZAZA ZaZa Energy Corporation (CE)

 

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): September 25, 2015 (September 22, 2015)

 

 

ZaZa Energy Corporation

(Exact name of registrant as specified in its charter)

 

 

 

 

(713) 595-1900

(Registrant’s telephone number, including area code)

 

NOT APPLICABLE

(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:

 

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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

 

(c)                                  Following approval by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”), on September 22, 2015 the Company entered into an amendment to the employment agreement of Mr. Todd Brooks (the President and Chief Executive Officer of the Company) (the “Employment Agreement”) that included, without limitation, the following changes to his compensatory arrangement:

 

2014 Long-Term Incentive Award:  Mr. Brooks agreed to defer the payment of his 2014 long-term incentive award (“LTI Award”) until January 1, 2016, and the formula for calculating his 2014 LTI Award was amended such that 1/3 of each 2014 LTI Bonus shall vest upon achievement of Average Daily Production growth or Reserves growth as described below multiplied by the greater of (i) 1 and (ii) (the Volume-Weighted Average Value (VWAV) during the month of June that the LTI Bonus becomes vested) divided by (the VWAV during the month of June immediately preceding the date the LTI Bonus was granted) (as those terms are defined in the Employment Agreement).

 

Annual Base Salary:  The Compensation Committee accelerated the recommencement of Mr. Brooks’ base salary from June 2, 2016 to July 1, 2015.

 

The foregoing description of the amendment to the employment agreement of Todd Brooks does not purport to be complete and is qualified in its entirety by reference to the amendment, a copy of which is attached as Exhibit 99.1 to this Form 8-K and is hereby incorporated by reference into this Item 5.02.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.		Description
99.1		Second Amendment to Employment Agreement with Todd Brooks, dated September 22, 2015

 

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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 hereunto duly authorized.

 

Dated: September 25, 2015

 

 

ZaZa Energy Corporation
By:	/s/ Todd A. Brooks
	Todd A. Brooks
	President and Chief Executive Officer

 

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Exhibit Index

 

Exhibit No.		Description
99.1		Second Amendment to Employment Agreement with Todd Brooks, dated September 22, 2015

 

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Exhibit 99.1

 

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

 

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of the 22nd day of September 2015, by and between ZaZa Energy Corporation, a Delaware corporation (the “Company”), and Todd Alan Brooks (“Employee”).

 

1.                                      Effect of Amendment.  Except as stated herein, the terms and conditions of the Employment Agreement dated September 11, 2012 between the Parties, as amended by the First Amendment dated June 12, 2014, shall remain unchanged (the “Amended Employment Agreement”).

 

2.                                      Revision to LTI Bonus Exhibit B of the Amended Employment Agreement.  For purposes of calculating the LTI Bonus, the periods for determining the Volume-Weighted Average Value and Average Daily Production shall be the month of June, and the Reserves shall be calculated in reference to the Company’s mid-year reserves reports received on or about on June 30. Solely with respect to the calculation of the 2014 LTI Bonus Award amounts, the following formula shall be used in place of the one in Exhibit B of the Amended Employment Agreement:

 

1/3 of each LTI Bonus shall vest upon achievement of Average Daily Production growth or Reserves growth as described below multiplied by the greater of (i) 1 and (ii) (the Volume-Weighted Average Value (VWAV) during the month of June that the LTI Bonus becomes vested) divided by (the VWAV during the month of June immediately preceding the date the LTI Bonus was granted).

 

3.                                      Deferral of First Tranche of 2014 LTI Bonus.  The payment of Employee’s 2014 LTI Bonus of for the first year of the three-year performance period shall be deferred until the earlier of (i) Employee’s termination of employment (for any reason or cause) (in such case, $1,250,000 shall be paid in cash) and (ii) January 1, 2016, at which time the Compensation Committee shall elect to pay such amount either in $1,250,000 cash or a number of Common Shares equal to $1,250,000 divided by the Volume-Weighted Average Value for the month of December 2015.  Subsequent LTI Bonus tranches shall be paid no later than July 1 of the year in which they are earned.

 

4.                                      Base Salary.  Effective as of July 1, 2015, Employee’s Base Salary shall be restored to the amount that existed immediately prior to the First Amendment, and shall thereafter only be subject to annual cost of living increases of 3% on January 1 of each year.

 

[SIGNATURE PAGE TO FOLLOW]

 

 

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written.

 

	ZAZA ENERGY CORPORATION
	By: Scott Gaille
	Title: CCO & General Counsel
	EMPLOYEE
	TODD ALAN BROOKS

 

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