Item 1.01 Entry into a Material Definitive Agreement.
On May 26, 2009, Delta Petroleum Corporation ("Delta," "we," "us," or "our")
entered into a Severance Agreement with Roger Parker, Delta's former Chief
Executive Officer and Chairman of our Board of Directors. Pursuant to the
Severance Agreement, effective as of the close of business on May 26, 2009
Mr. Parker resigned from his positions as Chairman of the Board, Chief Executive
Officer and as a director of Delta, as well as his positions as a director,
officer and employee of Delta's subsidiaries. In consideration for Mr. Parker's
resignation and his agreement to (a) relinquish all his rights under his
employment agreement, his change-in-control agreement, certain stock agreements,
bonuses relating to past and pending transactions benefiting Delta, and any
other interests he might claim arising from his efforts as Chairman of our Board
of Directors and/or Chief Executive Officer, and (b) stay on as a consultant to
facilitate an orderly transition and to assist in certain pending transactions,
Delta agreed to pay Mr. Parker $4,700,000 in cash (the "Cash Consideration"),
issue to him 1,000,000 shares of Delta common stock (the "Shares"), pay him the
aggregate of any accrued unpaid salary, vacation days and reimbursement of his
reasonable business expenses incurred through the effective date of the
agreement, and provide to him insurance benefits similar to his pre-resignation
benefits for a thirty-six month period. Mr. Parker will receive a portion of the
Cash Consideration in immediately available funds, and the remaining Cash
Consideration and the Shares will be deposited in a rabbi trust and distributed
to Mr. Parker on or about November 27, 2009. Delta also agreed to file a
registration statement with the Securities and Exchange Commission that
registers the resale of the Shares. The Severance Agreement also contains mutual
releases and non-disparagement provisions, as well as other customary terms.
The foregoing description of the Severance Agreement does not purport to be
complete and is qualified in its entirety by reference to the Severance
Agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference
herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 27, 2009, Jean-Michel Fonck and Anthony Mandekic were elected to the
Board of Directors of Delta to serve until the 2010 annual meeting of
stockholders. Mr. Fonck filled the vacancy left by the resignation of former
director Neal Stanley, and Mr. Mandekic was designated as a nominee for election
by Tracinda Corporation ("Tracinda") pursuant to the terms of the Company Stock
Purchase Agreement, dated December 29, 2007, between us and Tracinda (the
"Tracinda Agreement"). Under the terms of the Tracinda Agreement, Tracinda is
entitled, at all times that it beneficially owns not less than ten percent of
our outstanding common stock, to designate a number of nominees for election to
serve on our Board of Directors and each of its committees that is equal to
Tracinda's pro rata share of stock ownership in Delta multiplied by the number
of directors on our Board of Directors or committee, as the case may be, with
any fractional number being rounded to the nearest whole number. As a current
holder of approximately 34% of our common stock, Tracinda is entitled to
designate an additional two nominees for election to serve on our Board of
Directors, but Tracinda has not designated further nominees at this time.
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Jean-Michel Fonck is President of Geopartners SAS, a service company for
petroleum studies located in France, and is consulting with the firm of
JMF-Conseil SARL to various oil companies since 2001. Mr. Fonck was previously
employed by TOTAL SA ("TOTAL"), serving in various capacities there from 1968
until 2001. During his tenure at TOTAL, he worked in Paris in mathematical
applications to geology and exploration venture appraisals, in Indonesia as
chief geologist, in Argentina and Egypt as exploration manager and in Paris
again as division manager for Exploration New Ventures and International
Exploration Coordination. In 1991, Mr. Fonck became President and CEO of the
TOTAL exploration and production branch in Houston, and then returned to Paris
in 1994 to serve as Vice President of Exploration and Reservoir Evaluation for
the TOTAL group. Mr. Fonck graduated from Ecole des Mines (Nancy) in 1963.
Anthony Mandekic currently serves as the Secretary/Treasurer of Tracinda
Corporation and has held such position since Tracinda Corporation's inception in
1976. Mr. Mandekic also currently serves as Chairman of the Lincy Foundation, a
charitable organization founded by Kirk Kerkorian, and has served as its Chief
Financial Officer and a Director since 1989. Since May of 2006 he has served as
a member of the Board of Directors of MGM Mirage and as a member of its
Executive Committee, Diversity Committee and Compensation Committee. In May of
2007 Mr. Mandekic became Chairman of the MGM Mirage Compensation Committee.
Mr. Mandekic is a graduate of the University of Southern California with a
bachelor's degree in Science-Accounting and is a Certified Public Accountant.
Neither Mr. Fonck nor Mr. Mandekic has been appointed to any of our board
committees.
Item 8.01 Other Events.
On May 27, 2009, we filed a Current Report on Form 8-K indicating that Roger
Parker resigned from Delta and its subsidiaries on May 27, 2009. As reported in
Item 1.01 above, the actual effective date of Mr. Parker's resignation was
May 26, 2009.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Severance Agreement by and between Delta Petroleum Corporation and Roger
Parker, dated May 26, 2009.
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