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
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| Date of Report (Date of Earliest Event Reported): | | February 13, 2008 |
Endeavour International Corporation
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(Exact name of registrant as specified in its charter)
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| Nevada | 001-32212 | 88-0448389 |
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(State or other jurisdiction | _____________
(Commission | ______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 1000 Main Street, Suite 3300, Houston, Texas | | 77002 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
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| Registrant’s telephone number, including area code: | | (713) 307-8700 |
Not Applicable
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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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] 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.
On February 13, 2008, the Compensation Committee of the Board of Directors of Endeavour International Corporation approved a change in control termination benefits agreement for certain executive officers - Bruce H. Stover, Executive Vice President, Operations and Business Development; J. Michael Kirksey, Executive Vice President, Chief Financial Officer; and John G. Willams, Executive Vice President Exploration. Pursuant to these agreements, if the executive’s employment is terminated within 24 months following a change in control by us without cause or by the executive for good reason, the executive shall be entitled to receive the following payments:
• an amount equal to two times his annual base salary;
• an amount equal to two times the executive’s average bonus for the prior three years in which the date of termination occurs;
• a pro rata portion of his annual target bonus for the year in which such termination occurs; and
• continuation of health benefits for a period of 18 months following the date of termination, with Endeavour continuing to pay the same portion of the premiums as it does for current employees.
The agreement provides for an excise tax gross-up for any excess parachute payments under Section 280G of the Internal Revenue Code.
A copy of the form of change in control severance agreement is filed as Exhibit 10.1 to this Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 - Form of Change in Control Termination Benefits Agreement between the Company and Bruce H. Stover, J. Michael Kirksey and John G. Williams, individually.
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.
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| | | Endeavour International Corporation |
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| February 15, 2008 | | By: | | Robert L. Thompson
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| | | | | Name: Robert L. Thompson |
| | | | | Title: Sr. Vice President and Chief Accounting Officer |
Exhibit Index
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| Exhibit No. | | Description |
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|
10.1 | | Form of Change in Control Termination Benefits Agreement between the Company and Bruce H. Stover, J. Michael Kirksey and John G. Williams, individually. |
