Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
|
On April 10, 2019, Montage Resources Corporation, a Delaware corporation (the
Company), entered into executive employment agreements (each, an Employment Agreement and collectively, the Employment Agreements), effective as of March 1, 2019, with each of the following executive officers
(each, an Executive Officer and collectively, the Executive Officers): (i) John K. Reinhart, President and Chief Executive Officer of the Company, and (ii) Michael L. Hodges, Executive Vice President and Chief
Financial Officer of the Company.
The Employment Agreements are for an initial term of three years, and automatically extend for an additional
one-year
renewal term for every year thereafter unless the Company or the Executive Officer gives written notice to the other party that the automatic extension will not occur at least 90 days prior to the end
of the initial term, or, if applicable, the then-current renewal term, in each case, unless terminated earlier in accordance with the terms and conditions set forth therein. Pursuant to the terms of the Employment Agreements, Messrs. Reinhart and
Hodges will (i) receive an annual base salary of $675,000 and $400,000, respectively, and (ii) be eligible to receive an annual performance-based bonus equal to 100% and 85%, respectively, of their base salaries. The base salaries and the
annual performance-based bonus percentages may be increased by the Companys Board of Directors or a designated committee thereof in its discretion but may not be decreased without the Executive Officers written consent.
The Employment Agreements also provide each Executive Officer with certain severance benefits upon termination. If the Executive Officers employment is
terminated by the Company without Cause or by the Executive Officer for Good Reason (as such terms are defined in the Employment Agreements), then, subject to the execution and delivery and
non-revocation
of a release:
|
|
|
(A) if the Executive Officers employment terminates prior to a Change of Control (as such term is defined
in the Employment Agreements) or after the date that is twelve (12) months after a Change of Control, then the Company will pay the Executive Officer an amount equal to 2.5 times (in the case of Mr. Reinhart) and 1.75 times (in the case of
Mr. Hodges) the sum of (i) the Executive Officers annual base salary as of the termination date and (ii) an amount equal to the Executive Officers target annual bonus for the fiscal year that includes the termination date; or
|
(B) if the Executive Officers employment terminates on the date of a Change of Control or within twelve
(12) months after a Change of Control, then the Company will pay the Executive Officer an amount equal to 3.0 times (in the case of Mr. Reinhart) and 2.0 times (in the case of Mr. Hodges) the sum of (i) the Executive Officers
annual base salary as of the termination date and (ii) an amount equal to the Executive Officers target annual bonus for the fiscal year that includes the termination date;
|
|
|
the Company will reimburse the Executive Officer for any amounts necessary to continue the health care coverage
under the Companys group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), for the Executive Officer and his qualified dependents for a period of up to 18 months following the
termination date; and
|
|
|
|
the Company will pay the Executive Officer a prorated annual bonus for the year of termination.
|