Item 1.01 Entry into a Material Definitive Agreement.
On August 25, 2008, Concho Resources Inc. (the "Company") entered into an
indemnification agreement (the "Indemnification Agreement") with Darin G.
Holderness, which is attached hereto as Exhibit 10.1 and is incorporated herein
in its entirety by this reference.
This Indemnification Agreement is intended to permit indemnification to the
fullest extent now or hereafter permitted by the General Corporation Law of the
State of Delaware. It is possible that the applicable law could change the
degree to which indemnification is expressly permitted.
The Indemnification Agreement covers expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement incurred as a result of the fact
that Mr. Holderness, in his capacity as an officer, is made, threatened or
reasonably expected to be made a party to any suit or proceeding. The
Indemnification Agreement generally covers claims relating to the fact that the
Mr. Holderness is or was an officer, employee or agent of us or any of our
subsidiaries, or is or was serving at our request in such a position for another
entity. The Indemnification Agreement also obligates us to promptly advance all
expenses incurred in connection with any claim. Mr. Holderness is, in turn,
obligated to reimburse us for all amounts so advanced if it is later determined
that Mr. Holderness is not entitled to indemnification. The indemnification
provided under the Indemnification Agreement is not exclusive of any other
indemnity rights; however, double payment to Mr. Holderness is prohibited.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 25, 2008, the Board of Directors of the Company elected Mr. Darin
G. Holderness, age 44, to the office of Vice President - Chief Financial
Officer, Treasurer and Assistant Secretary of the Company to serve until his
successor is chosen and qualified or until his earlier death, resignation,
retirement, disqualification or removal from office. In connection with election
of Mr. Holderness, Steven L. Beal will no longer serve as interim chief
financial officer of the Company.
From May 2008 until August 2008, Mr. Holderness was employed by Eagle Rock
Energy Partners, L.P. as senior vice president and chief financial officer. From
November 2004 until May 2008, Mr. Holderness served as vice president and chief
accounting officer of Pioneer Natural Resources Company. From April 2004 until
November 2004, he served as vice president and chief financial officer with
Basic Energy Services. From January 1998 until April 2004, he served as vice
president and controller and other positions for Pure Resources, Inc. and its
predecessors. Prior to Pure Resources, he served as manager of financial
reporting for Aquila Gas Pipeline Corporation from January 1996 to December
1997. Mr. Holderness holds a Bachelor degree of Business Administration in
Accounting from Boise State University and is a Certified Public Accountant.
On August 25, 2008, the Company entered into an employment agreement with
Darin G. Holderness. Pursuant to the employment agreement, Mr. Holderness shall
receive a minimum annual salary of $250,000. The employment agreement is
attached hereto as Exhibit 10.2 and is incorporated herein in its entirety by
this reference.
In connection with his employment with the Company, Mr. Holderness received
14,993 shares of restricted stock of the Company and options to purchase 35,000
shares of the Company's common stock with an exercise price of $33.35. Both the
restricted stock and the options will vest in three equal annual installments
beginning on August 25, 2009.
Item 7.01 Regulation FD Disclosure.
On August 25, 2008, the Company announced the election of Mr. Darin G.
Holderness to the office of Vice President - Chief Financial Officer. A copy of
the press release is furnished as Exhibit 99.1 hereto and is incorporated herein
by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1,
shall not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 and will not be incorporated by reference into any filing
under the Securities Act of 1933 unless specifically identified therein as being
incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
10.1 Indemnification Agreement, dated August 25, 2008, by and between Concho
Resources, Inc. and Darin G. Holderness.
10.2 Employment Agreement, dated August 25, 2008, by and between Concho
Resources, Inc. and Darin G. Holderness.
99.1 Press Release dated August 25, 2008.
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