The foregoing description of the Johnson Employment Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Johnson Employment Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form10-Q for the quarter ending March 31, 2019.
Employment Agreement with Vice President, Drilling and Completions
On March 11, 2019, the Company entered into a new employment agreement with Kent Rogers, the Company’s Vice President, Drilling and Completions, effective as of March 1, 2019 (the “Rogers Employment Agreement” and, together with the Johnson Employment Agreement, the “Employment Agreements”). The Rogers Employment Agreement supersedes the employment agreement previously entered into between the Company and Mr. Rogers on November 6, 2017. The Rogers Employment Agreement provides Mr. Rogers with an initial base salary of $385,000 per year, which base salary reflects an increase of $35,000 from the amount he received immediately prior to the parties’ entrance into the Rogers Employment Agreement. The Rogers Employment Agreement also provides Mr. Rogers with eligibility to receive cash-based incentive compensation pursuant to the Company’s short-term incentive programs as in effect from time to time with a target amount equal to 75% of his annual base salary, and eligibility to receive grants of equity-based incentive compensation in the form of time-based and performance-based RSUs. The Employment Agreement also provides Mr. Rogers with other benefits, including health insurance and the opportunity to participate in a 401(k) plan, to the same extent as such benefits are available to the Company’s other salaried employees.
The Rogers Employment Agreement provides that either the Company or Mr. Rogers can terminate his employment relationship. The Company’s right to terminate the employment relationship is subject to its obligation to make certain severance payments and provide certain other benefits to Mr. Rogers, depending upon the circumstances under which the employment relationship is terminated. The Company is generally not obligated, under the Rogers Employment Agreement, to provide any severance payments or benefits if Mr. Rogers is terminated for cause or if Mr. Rogers resigns without good reason, and the Company is generally obligated, under the Rogers Employment Agreement, to provide the severance payments and benefits as set forth in the Rogers Employment Agreement if the Company terminates him without cause, or if he resigns with good reason (each, as defined in the Rogers Employment Agreement). In the event Mr. Rogers’s employment is terminated by the Company without cause, or in the event Mr. Rogers resigns for good reason, the Company will be obligated (subject to Mr. Rogers’s timely execution andnon-revocation of a release of claims) to provide Mr. Rogers with the following severance benefits: (i) payment of any accrued but unpaid compensation as of the termination date, (ii) payment of a portion of Mr. Rogers’s annual cash incentive compensation based on the Company’s actual performance at the conclusion of the performance period without proration, (iii) alump-sum payment equal to 100% of Mr. Rogers’s then-current annual base salary, and (iv) continued coverage under the Company’s health and welfare benefits programs for the shorter of (x) 12 months following Mr. Rogers’s termination and (y) the date on which Mr. Rogers obtains comparable coverage under a subsequent employer.
The Rogers Employment Agreement also contains various other ordinary and customary covenants for the Company’s benefit by Mr. Rogers with respect to inventions,non-competition,non-solicitation,non-disparagement, confidentiality, and cooperation and assistance with respect to litigation or other adjudicatory proceedings.
