| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Chief Accounting Officer
On June 15, 2019, the Board of Directors of Ultra Petroleum Corp. (the “Company”) appointed Mr. Mark T. Solomon as Vice President – Controller and Chief Accounting Officer of the Company, effective June 17, 2019. Mr. Solomon, age 50, most recently served as Vice President – Controller and Assistant Secretary of SM Energy Company from May 2011 to October 2018. Prior to that, he served in various roles at SM Energy Company, including Controller, Assistant Vice President – Financial Reporting and Assistant Vice President – Assistant Controller. Mr. Solomon was an auditor with Ernst & Young prior to joining SM Energy Company. Mr. Solomon holds a Bachelor of Science in Accounting from Lipscomb University and is a Certified Public Accountant.
Mr. Solomon was not appointed pursuant to any arrangement or understanding with any other person, and there are no transactions with Mr. Solomon that would be reportable under Item 404(a) of RegulationS-K.
Employment Agreement
On June 17, 2019, the Company entered into an employment agreement with Mr. Solomon (the “Employment Agreement”). The Employment Agreement provides Mr. Solomon with an initial base salary of $310,000 per year; 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 50% of his annual base salary; and eligibility to receive grants of equity-based incentive compensation in the form of restricted stock units and performance based restricted stock units. The Employment Agreement also provides Mr. Solomon 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 Employment Agreement provides that either the Company or Mr. Solomon 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. Solomon, depending upon the circumstances under which the employment relationship is terminated. Under the Employment Agreement, the Company is generally not obligated to provide any severance payments or benefits if Mr. Solomon is terminated for cause or if Mr. Solomon resigns without good reason, and the Company is generally obligated to provide the severance payments and benefits if the Company terminates him without cause, or if he resigns with good reason (each, as defined in the Employment Agreement). In the event Mr. Solomon’s employment is terminated by the Company without cause, or in the event Mr. Solomon resigns for good reason, the Company will be obligated (subject to Mr. Solomon’s timely execution andnon-revocation of a release of claims) to provide Mr. Solomon 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. Solomon’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 Mr. Solomon’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. Solomon’s termination and (y) the date on which Mr. Solomon is eligible for comparable coverage under a subsequent employer.
The Employment Agreement also contains various other ordinary and customary covenants for the Company’s benefit by Mr. Solomon with respect to inventions,non-competition,non-solicitation,non-disparagement, confidentiality, and cooperation and assistance with respect to litigation or other adjudicatory proceedings.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, of which a copy is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Grant of Restricted Stock Units
On June 17, 2019, in connection with Mr. Solomon’s appointment as Chief Accounting Officer, the Company granted an aggregate of 210,000 restricted stock units (“RSUs”) to Mr. Solomon, effective June 17, 2019, pursuant to a restricted stock unit grant agreement (the “RSU Grant Agreement”). The RSU Grant Agreement is subject to the terms and conditions of the Company’s 2017 Stock Incentive Plan, as amended and restated, and generally provides for the following terms:
| | • | | One-third of the RSUs granted will vest in equal installments on each of June 17, 2020, June 17, 2021, and June 17, 2022, provided that Mr. Solomon remains employed on the applicable vesting date.Two-thirds of the RSUs granted will vest based on the extent to which both performance-based and time-based vesting conditions are achieved. |
