| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The following information is being reported pursuant to Section 5.02(e) of Form8-K:
On August 27, 2019, Liberty Oilfield Services Inc. (the “Company”) and its subsidiary, Liberty Oilfield Services LLC (“LOS LLC”), entered into a Change in Control Agreement (the “Agreement”) with each of R. Sean Elliott, Vice President, General Counsel and Corporate Secretary, and Ryan T. Gosney, Chief Accounting Officer (each, an “Executive”). Capitalized terms used but not defined in this Current Report have the meanings provided in the Agreement.
Each Agreement provides that if the Executive’s employment is terminated without Cause or the Executive resigns for Good Reason within 18 months following a Change in Control, the Executive will be entitled to receive: (i) two times the sum of (a) the Executive’s annualized base salary for the year in which the termination occurs (or, if greater, that in effect immediately preceding the Change in Control) plus (b) an amount equal to the higher of (1) the Executive’s Target Bonus for the year in which the termination occurs, or (2) the average of the Executive’s Target Bonuses for the three most recently completed calendar years (or if less, the number of such years the Executive was employed by LOS LLC) (items (a) and (b) collectively, the “Severance Payment”); (ii) apro-rated portion of the Executive’s Target Bonus for the calendar year in which the termination occurs (the “Pro-Rata Bonus Payment”); (iii) reimbursement for a portion of the COBRA premiums paid by the Executive for continued coverage under LOS LLC’s group health plans for up to 18 months, along with a possibility of an additional payment equal to six times such monthly amount; and (iv) vesting of all outstanding time-based and performance-based equity awards granted pursuant to any Company long term incentive plan as of the date of termination, with such performance-based equity awards being vested at the higher of target performance or actual performance through the termination date.
Subject to the execution of a release and compliance with certain restrictive covenants, the Severance Payment will be paid to the Executive on LOS LLC’s first regularly scheduled pay date after the release becomes effective. ThePro-Rata Bonus Payment shall be paid on LOS LLC’s first regularly scheduled pay date that is at least 60 days after the termination date.
The foregoing description is only a summary of the Agreement and is qualified in its entirety by the full text of the Agreement, the form of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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