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PQ > SEC Filings for PQ > Form 8-K on 15-Nov-2012All Recent SEC Filings

Show all filings for PETROQUEST ENERGY INC

Form 8-K for PETROQUEST ENERGY INC


15-Nov-2012

Change in Directors or Principal Officers, Financial Statements and Exhibit


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 12, 2012, the Board of Directors (the "Board") of PetroQuest Energy, Inc. (the "Company"), based upon the recommendation of the Compensation Committee of the Board (the "Committee"), approved the PetroQuest Energy, Inc. Long-Term Cash Incentive Plan (the "Cash Incentive Plan"), which will be administered by the Committee. Under the Cash Incentive Plan, the Committee may grant the following types of awards to the Company's employees, consultants and outside directors, each of which is paid solely in cash: restricted stock units, stock appreciation rights, phantom stock and other stock-based awards. The Company believes that the Cash Incentive Plan will enable it to obtain and retain the services of employees, consultants and outside directors by encouraging their commitment, motivating their superior performance by means of long-term performance related incentives, encouraging and providing them with a program that links and aligns their personal interests to those of the Company's stockholders, attracting and retaining them by providing competitive incentive compensation opportunities, and enabling them to share in the long-term growth and success of the Company. The foregoing description of the Cash Incentive Plan is qualified in its entirety by reference to the Cash Incentive Plan, which is incorporated herein by reference and is attached hereto as Exhibit 10.1.

On November 12, 2012, the Committee granted restricted stock units ("RSUs") to the Company's named executive officers pursuant to an Award Notice of Restricted Stock Units (the "Award Notice") under the Cash Incentive Plan as follows:

                                                             Restricted Stock Units
Charles T. Goodson                                                          187,500
  Chief Executive Officer and President
W. Todd Zehnder                                                             112,500
  Chief Operating Officer
J. Bond Clement                                                              86,250
  Executive Vice President, Chief Financial Officer and
Treasurer
Daniel G. Fournerat                                                          92,500
  Executive Vice President, General Counsel, Chief
Administrative Officer and Secretary
Mark K. Stover                                                               88,750
  Executive Vice President - Exploration and Development

The RSUs will vest ratably on the first, second and third anniversaries of the grant date so long as the grantee is continuously employed by the Company. In addition, the RSUs will be 100% vested upon any one of the following events:
termination of the grantee's employment with the Company due to Retirement (as defined in the Cash Incentive Plan), death or Disability (as defined in the Cash Incentive Plan), or termination of the grantee's employment with the Company without Cause (as defined in the Cash Incentive Plan) within two years after a Change in Control (as defined in the Cash Incentive Plan). The cash amount payable to a grantee will be equal to the number of

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RSUs that are vested multiplied by the Fair Market Value (as defined in the Cash Incentive Plan) of a share of the Company's common stock on the applicable vesting date. The foregoing description of the Award Notice is qualified in its entirety by reference to the Award Notice, which is incorporated herein by reference and is attached hereto as Exhibit 10.2.

On November 12, 2012, the Committee also granted shares of the Company's restricted common stock to the Company's named executive officers pursuant to a Restricted Stock Agreement under the PetroQuest Energy, Inc. 1998 Incentive Plan, as amended and restated effective May 14, 2008 (the "1998 Incentive Plan"), as follows:

                                                               Restricted Stock
Charles T. Goodson                                                        100,962
  Chief Executive Officer and President
W. Todd Zehnder                                                            60,577
  Chief Operating Officer
J. Bond Clement                                                            46,442
  Executive Vice President, Chief Financial Officer and
Treasurer
Daniel G. Fournerat                                                        49,808
  Executive Vice President, General Counsel, Chief
Administrative Officer and Secretary
Mark K. Stover                                                             47,788
  Executive Vice President - Exploration and Development

The shares of the Company's restricted common stock will vest ratably on the first, second and third anniversaries of the grant date so long as the grantee is continuously employed by the Company. In addition, the shares of the Company's restricted common stock will be 100% vested upon the occurrence of any one of the following events: a Change in Control of the Company (as defined in the 1998 Incentive Plan) termination of the grantee's employment with the Company due to Retirement (as defined in the 1998 Incentive Plan), Disability (as defined in the 1998 Incentive Plan) or death. The foregoing description of the Restricted Stock Agreement is qualified in its entirety by reference to the Restricted Stock Agreement, which is incorporated herein by reference and is attached hereto as Exhibit 10.4.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1. PetroQuest Energy, Inc. Long-Term Cash Incentive Plan.

10.2 Form of Award Notice of Restricted Stock Units - Employees.

10.3 Form of Award Notice of Restricted Stock Units - Outside Director/Consultant.

10.4 Form of Restricted Stock Agreement - Executive Officers

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