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ZAZA > SEC Filings for ZAZA > Form 8-K on 7-Dec-2012All Recent SEC Filings

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Form 8-K for ZAZA ENERGY CORP


7-Dec-2012

Entry into a Material Definitive Agreement, Change in Directors or Principal Off


Item 1.01 Entry into a Material Definitive Agreement.

On December 7, 2012, Adam Kroloff and ZaZa Energy Corporation (the "Company") entered into the Consulting Agreement described in Item 5.02 below. Also on December 7, 2012, Bernard de Combret and the Company entered into the Consulting Agreement described in Item 5.02 below.



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 7, 2012, the Company entered into a Consulting Agreement with Mr. Kroloff pursuant to which he will provide consulting services for a nine-month period primarily relating to matters of strategy and risk management. Pursuant to the Consulting Agreement, the Company will pay Mr. Kroloff a cash retainer and certain fees. In addition, certain shares of restricted stock previously granted to Mr. Kroloff will become fully vested, and Mr. Kroloff will receive an additional grant of shares of restricted stock under the Company's Long Term Incentive Plan. The foregoing description of the Consulting Agreement with Mr. Kroloff does not purport to be complete and is qualified in its entirety by reference to the text of the Consulting Agreement attached hereto as Exhibit 10.1 and incorporated by reference herein.

Also on December 7, 2012, the Company entered into a Consulting Agreement with Mr. de Combret pursuant to which he will provide consulting services for a nine-month period primarily relating to matters of strategy and the Company's business in France. Pursuant to the Consulting Agreement, the Company will pay Mr. de Combret a cash retainer and certain fees. In addition, certain shares of restricted stock previously granted to Mr. de Combret will become fully vested, and Mr. de Combret will receive an additional grant of shares of restricted stock under the Company's Long Term Incentive Plan. The foregoing description of the Consulting Agreement with Mr. de Combret does not purport to be complete and is qualified in its entirety by reference to the text of the Consulting Agreement attached hereto as Exhibit 10.2 and incorporated by reference herein.

On December 7, 2012, Adam Kroloff resigned as a director of the Company. At the time of his resignation, Mr. Kroloff was a member of the Nominating and Corporate Governance Committee of the Board. Mr. Kroloff was formerly the Chairman of the Board of Toreador Resources Corporation, with which the Company merged in February 2012, and has assisted, in his capacity as a director, with the integration of Toreador into the Company post merger. Because Mr. Kroloff believes that he should not be both a director of the Corporation and a consultant to it, Mr. Kroloff has resigned as a director of the Corporation.

On December 7, 2012, Bernard de Combret resigned as a director of the Company. At the time of his resignation, Mr. de Combret was a member of the Nominating and Corporate Governance Committee and the Audit Committee of the Board. Because Mr. de Combret believes that he should not be both a director of the Corporation and a consultant to it, Mr. de Comret has resigned as a director of the Corporation.




Item 9.01 Financial Statements and Exhibits

Exhibit No.                                Description

10.1             Consulting Agreement between ZaZa Energy Corporation and Adam
                 Kroloff, dated December 7, 2012.
10.2             Consulting Agreement between ZaZa Energy Corporation and
                 Bernard de Combret, dated December 7, 2012.
99.1             Resignation letter of Adam Kroloff dated December 7, 2012.
99.2             Resignation letter of Bernard de Combret dated December 7,
                 2012.


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