Summary
This 8-K filing by Expand Energy Corp. (EXE) on April 19, 2013, details the formal separation and service agreement between the company and its co-founder, former director, CEO, and President, Aubrey K. McClendon. The agreement, effective January 29, 2013, outlines the financial and non-financial terms of his departure, which officially occurred on April 1, 2013. Key aspects include Mr. McClendon's compensation package, which encompasses salary, bonus, and a lump sum payment, as well as specific arrangements for his equity awards and benefits. The filing also addresses non-compete clauses, provisions for his participation in the Founder Well Participation Program, and the continuation of joint operating services for jointly developed oil and gas interests with his affiliates. Additionally, the report mentions the rescission of a 2008 map collection sale and a press release regarding the results of the company's cash tender offers for its senior notes.
Key Highlights
- 1Formal separation agreement executed with co-founder, former CEO, and President Aubrey K. McClendon.
- 2Mr. McClendon to receive a total compensation package including base salary, bonus, and a substantial lump sum payment, totaling approximately $8.2 million in cash payments through July 2014.
- 3Certain equity awards (2013 LTIP Grant) will vest according to original terms, while all other outstanding equity compensation rights became 100% vested upon his separation.
- 4Company will provide Mr. McClendon with the use of a 28.125% interest in a Citation X aircraft and cover associated costs until December 31, 2016.
- 5Non-compete provisions restrict Mr. McClendon from hiring current company employees and impose preferential purchase rights for the company on certain oil and gas asset acquisitions by Mr. McClendon.
- 6Mr. McClendon will retain rights and participate in the Founder Well Participation Program (FWPP) until June 30, 2014.
- 7A Joint Operating Services Agreement is in place to manage jointly owned oil and gas interests between the company and Mr. McClendon's affiliates, including the provision of reserve reports and transition services.