Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 17, 2021, the Board appointed Eric Dulany, age 45, to serve as Vice President and Chief Accounting Officer of Amplify Energy Corp. (the “Company”), effective May 17, 2021.
Prior to joining the Company, Mr. Dulany served in accounting leadership roles at public companies, including controller at W&T Offshore, Inc., from January 2019 to March 2021, and Energy XXI Gulf Coast, Inc. from April 2017 to January 2019, and financial accounting/SEC reporting director roles at Freeport McMoRan Oil and Gas LLC, from November 2015 to April 2017, and Endeavour International, Inc., from September 2014 to November 2015. Mr. Dulany began his career in public accounting, having spent two years as the National Energy Practice Leader at BKD, LLP from September 2012 to September 2014 and 12 years at PricewaterhouseCoopers LLP in their Houston and London (UK) audit practices from September 2000 to August 2012. Mr. Dulany graduated from Houston Baptist University with a Bachelor of Business Administration degree in Accounting and Business Administration. He has been a CPA in the State of Texas since 2003 and is a member of the AICPA and the Texas Society of CPAs.
Mr. Dulany was not appointed pursuant to any arrangement or understanding with any other person, and there are no transactions with Mr. Dulany that would be reportable under Item 404(a) of Regulation S-K.
Employment Agreement
On May 17, 2021, the Company entered into an employment agreement with Mr. Dulany (the “Employment Agreement”), effective May 17, 2021 (the “Effective Date”). The Employment Agreement and related arrangements provide Mr. Dulany with an initial base salary of $240,000 per year (“Base Salary”); an annual bonus opportunity (the “Annual Bonus”) (targeted at 50% of his annual base salary) (the “Target Bonus”), which will be pro-rated for calendar year 2021; a grant of restricted stock units (“RSUs”) under the Amplify Energy Corp. Management Incentive Plan (the “MIP”) with a grant date value equal to 50% of Mr. Dulany’s Base Salary, to be made within 90 days of the Effective Date and in accordance with the Company’s standard RSU award agreement; the potential to receive additional long-term incentive compensation awards as determined in the Board’s discretion; the right to participate in the benefit plans, programs and arrangements available to the Company’s other senior executives generally, subject to the terms and conditions of such plans, programs and arrangements; and reimbursement for his business expenses incurred during the employment term.
Upon any termination of employment with the Company, Mr. Dulany will be entitled to: (i) his accrued but unpaid base salary as of the termination date, (ii) any unreimbursed business expenses incurred through the termination date, and (iii) any payments and benefits to which he may be entitled under any benefit plans, programs, or arrangements (collectively, the “Accrued Obligations”).
In the event of a termination of Mr. Dulany’s employment with the Company without “cause” (as defined below) or for “good reason” (as defined below), then in addition to the Accrued Obligations and subject to his timely execution and non-revocation of a general release of claims, Mr. Dulany will be entitled to: (i) any earned but unpaid Annual Bonus for the preceding calendar year (the “Actual Full Year Bonus”); (ii) a pro-rated Annual Bonus in respect of the calendar year of termination, with the amount determined based on actual results for such calendar year (the “Pro-Rated Bonus”); (iii) (A) if the termination date occurs on or prior to the first anniversary of the Effective Date, an amount equal to six (6) months of Mr. Delany’s monthly Base Salary rate as in effect on the day before the termination date, and (B) if the termination occurs after the first anniversary of the Effective Date, an amount equal to twelve (12) months of the Mr. Dulany’s monthly Base Salary rate as in effect on the day before the termination date, in each case, payable in accordance with the Company’s regularly scheduled payroll practices for a period of either six (6) or twelve (12) months, as applicable, following the Termination Date; and (iv) up to 12 months of continued health insurance benefits under the Company group health plan (at the employee rate), subject to his continued eligibility for COBRA coverage and terminable if he obtains other employment offering group health plan coverage.
If Mr. Dulany’s employment with the Company is terminated due to his death or “disability” (as defined in the Employment Agreement), then in addition to the Accrued Obligations, Mr. Dulany will be entitled to the Actual Full Year Bonus and the Pro-Rated Bonus.
