Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 7, 2017, the Compensation Committee
(the “Committee”) of the Board of Directors of EV Management, LLC (the “Company”), on behalf of the general
partner of EV Energy Partners, L.P. (the “Partnership”), named John B. Walker, Executive Chairman of the Company, as
a participant in the Company’s 2017-2018 Key Employee Incentive Plan (the “Incentive Plan”). In connection with
Mr. Walker’s participation, the Committee also determined target levels regarding potential cash bonuses that may be paid
to him under the terms of the Incentive Plan.
The Incentive Plan was adopted by the Company’s
Board of Directors as of November 17, 2017 and is in effect for the four consecutive calendar quarters beginning October 1, 2017
and continuing through September 30, 2018. The Incentive Plan features pre-established target levels related to three key performance
measures for the Partnership: production, lease operating expenses (“LOE”) and Adjusted EBITDAX of the Partnership.
Any actual cash bonuses that may be paid
to Mr. Walker under the Incentive Plan will be determined and earned based on the achievement of quarterly threshold, target and
maximum performance metrics and goals as of the end of each calendar quarter, or “performance period,” under the Incentive
Plan. In addition to cash bonuses being determined on a quarterly basis, each performance metric will also be measured cumulatively
as of the end of each performance period, and to the extent the Partnership’s performance equals or exceeds the cumulative
performance goals/metrics, a “catch-up payment” will also be made to participants.
The quarterly threshold amount for Mr.
Walker is $31,250, his quarterly target amount is $62,500 and his quarterly maximum amount is $93,750. Each of the performance
metrics
—
production, LOE and Adjusted EBITDAX — is
weighted equally (33.33% for each performance metric) in determining the total amount eligible to be earned by Mr. Walker. For
the term of the Incentive Plan, the aggregate amounts of all four quarterly and all cumulative amounts that may be paid to Mr.
Walker are $125,000 (threshold amount), $250,000 (target amount) and $375,000 (maximum amount).
These amounts assume that all quarterly
payments and cumulative payments are made under the applicable category (threshold, target or maximum).
Michael E. Mercer, President and Chief
Executive Officer of the Company, and Nicholas Bobrowski, Vice President and Chief Financial Officer of the Company, were previously
named participants under the Incentive Plan, and their target levels were established, on November 17, 2017.
For a more detailed description of the
Incentive Plan, please refer to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 24, 2017. A copy of the Incentive Plan was filed as Exhibit
10.3 to such Form 8-K, which is incorporated herein by reference. The foregoing description of the Incentive Plan in this Form
8-K does not purport to be complete and is qualified in its entirety by the full text of the Incentive Plan.