Severance and Change in Control Payments
We believe that an important aspect of attracting and retaining qualified individuals to serve as executive officers involves providing market termination protection benefits. In May 2019 we adopted a form of change in control agreement for certain of our executives that provides for certain benefits upon a termination following a change in control. For additional information, see “Executive Compensation—Potential Payments upon Termination or Change in Control.”
As discussed above, on August 30, 2022, we entered into the Amended Silver Employment Agreement which provided for certain benefits upon his separation from the Company. For additional information, see “Executive Compensation—Employment Agreements—Michael G. Silver.”
On March 8, 2023, Mr. DesAutels and the Company entered into a separation and release agreement (the “DesAutels Separation Agreement”). Pursuant to the DesAutels Separation Agreement, Mr. DesAutels is entitled to receive (i) a cash severance payment equal to $145,917, less applicable withholdings and taxes, payable in a lump sum; and (ii) a cash payment of $98,914, which is the amount of the annual cash bonus amount that Mr. DesAutels otherwise might have received if employed through the date of payment. The DesAutels Separation Agreement provides for certain customary terms and conditions relating to separation from employment including, without limitation, releases from liability, cooperation, assistance, non-disparagement and confidentiality provisions.
On March 8, 2023, Mr. DesAutels and the Company entered into a consulting agreement, (the “DesAutels Consulting Agreement”), pursuant to which Mr. DesAutels has agreed to perform transition consulting services with respect to business development and Company’s petroleum operations for up to 13 months from the date of the DesAutels Consulting Agreement unless the DesAutels Consulting Agreement is terminated earlier. Pursuant to the DesAutels Consulting Agreement, the Company will pay Mr. DesAutels $5,000 per full month, subject to increase in the event Mr. DesAutels is required to perform the services for more than three days during any workweek, and provide for customary expense reimbursements. The DesAutels Consulting Agreement provides for customary terms and conditions relating to the provision of services from Mr. DesAutels including, without limitation, confidentiality and non-competition provisions.
Pursuant to the terms of the DesAutels Separation Agreement and the DesAutels Consulting Agreement, Mr. DesAutels will not be deemed to be terminated for purposes of equity awards granted to Mr. DesAutels in accordance with the terms of the 2020 LTIP until the termination of the DesAutels Consulting Agreement.
Perquisites and Indemnification
We do not typically provide perquisites to our NEOs that are not available to employees generally. However, pursuant to our organizational documents, we are required to indemnify, to the fullest extent permitted by applicable law, any person who was or is made, or is threatened to be made, a party, or is otherwise involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she, or a person for whom he or she is a legal representative, is or was a director or an officer of the Company, including our NEOs.
From time to time, we may provide perquisites for recruitment or retention purposes, or in connection with a relocation.