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| CXO > SEC Filings for CXO > Form 8-K on 4-Jan-2013 | All Recent SEC Filings |
4-Jan-2013
Change in Directors or Principal Officers, Financial Statements and Exhibits
Performance Unit Award Agreement
On January 2, 2013, the Compensation Committee (the "Compensation Committee") of the Board of Directors of Concho Resources Inc. (the "Company") granted performance units (the "Performance Units") to the officers of the Company pursuant to a form of Performance Unit Award Agreement (the "Performance Unit Award Agreement") approved by the Compensation Committee on such date. The Performance Units were granted under the Company's 2006 Stock Incentive Plan, as amended and restated effective as of April 19, 2012, which was approved by the Company's stockholders in June 2012.
The Performance Units granted to each recipient are payable in shares of the
Company's common stock ("Common Stock") based upon the achievement by the
Company over a performance period commencing on January 1, 2013 and ending on
December 31, 2015 of performance goals established by the Compensation
Committee. The number shares of Common Stock that may be issued pursuant to an
award will be determined by multiplying the number of Performance Units granted
under the award by both the "Relative TSR Percentage" and the "Absolute TSR
Percentage." The "Relative TSR Percentage" is the percentage, if any, achieved
by attainment of the following performance goals for the performance period, as
certified by the Compensation Committee: (i) if the Company's total shareholder
return ("TSR") measured against the Company's peer group is below the 25th
percentile, the Relative TSR Percentage is 0%; (ii) if the TSR measured against
the Company's peer group is in the 25th percentile, the Relative TSR Percentage
is 50%; (iii) if the TSR measured against the Company's peer group is in the
50th percentile, the Relative TSR Percentage is 100%; (iv) if the TSR measured
against the Company's peer group is in the 70th percentile, the Relative TSR
Percentage is 150%; and (v) if the TSR measured against the Company's peer group
is in the 90th percentile or above, the Relative TSR Percentage is 200%, with
200% being the maximum and the Compensation Committee applying straight line
interpolation for all points between the 25th percentile threshold and the 90th
percentile maximum. The "Absolute TSR Percentage" is the percentage, if any,
achieved by attainment of the following performance goals for the performance
period, as certified by the Compensation Committee: (a) if the Company's
absolute annualized TSR is less than 0%, the Absolute TSR Percentage is 50%;
(b) if the Company's absolute annualized TSR is at least 0% and not greater than
15%, the Absolute TSR Percentage is 100%; and (c) if the Company's absolute
annualized TSR is greater than 15%, the Absolute TSR Percentage is 150%. TSR for
the Company and each of the peer companies is generally determined by dividing
(A) the average closing stock prices on each trading day during the period
beginning on the first day of the calendar month in which the last day of the
performance period occurs and ending on the last day of the performance period
plus cash dividends paid over the performance period minus the starting average
stock price by (B) the starting average stock price, with the starting average
stock price being the average of the closing stock prices on each trading day in
the calendar month immediately preceding the first day of the performance
period.
Dividend equivalents with respect to any cash dividends paid during the performance period are paid at the same time, and subject to the same terms and conditions, as are applicable to Performance Units, except that if more than one share of Common Stock becomes payable in respect of a Performance Unit, then the maximum amount of dividend equivalents payable with respect to such unit equals the aggregate amount of cash dividends paid during the performance period on one share of Common Stock. Unless otherwise determined by the Compensation Committee, each recipient will forfeit his or her Performance Units if the recipient's employment with the Company terminates during the performance period for any reason other than for death, disability or retirement on or after attainment of age 65. If employment is terminated during the performance period due to death, disability or such retirement, the recipient is entitled to receive payment with respect to his or her Performance Units based on actual performance for the performance period (which payment will be pro-rated in the event of retirement). In the event of a change of control of the Company during the performance period, the Relative TSR Percentage and the Absolute TSR Percentage will be determined based on actual performance as if the performance period ended on the date of the change of control, and outstanding Performance Units will we settled immediately following such date.
The Performance Units granted on January 2, 2013 by the Compensation Committee to the named executive officers pursuant to a Performance Unit Award Agreement are as follows: Timothy A. Leach, 37,051 Performance Units; Darin G. Holderness, 11,115 Performance Units; Matthew G. Hyde, 11,115 Performance Units; and E. Joseph Wright, 18,525 Performance Units.
A copy of the form of Performance Unit Award Agreement is attached hereto as Exhibit 10.1 and is incorporated by reference herein in its entirety. The foregoing description of the Performance Unit Award Agreement is qualified in its entirety by reference to the complete text of the Performance Unit Award Agreement.
Separation and Release Agreement
The Company previously reported that on February 28, 2012, Jack F. Harper, the Company's Senior Vice President and Chief of Staff, announced his intention to retire from the Company effective December 31, 2012. On January 2, 2013 and in connection with his retirement, the Company entered into a Separation and Release Agreement (the "Separation Agreement") with Mr. Harper.
Pursuant to the Separation Agreement, Mr. Harper will be entitled to receive
(a) a lump sum payment of $400,000, (b) accelerated vesting of 12,146 shares of
restricted stock, and (c) accelerated vesting of stock options covering 3,272
shares of common stock. Pursuant to the Separation Agreement, Mr. Harper's
employment with the Company ended on January 2, 2013 and, in connection with
such termination of the employment relationship, Mr. Harper acknowledged
forfeiture of his remaining unvested shares of restricted stock. Mr. Harper also
granted the Company a general release of liability and claims. Finally, the
Separation Agreement subjects Mr. Harper to customary cooperation,
non-disparagement, non-solicitation and confidentiality obligations.
(d) Exhibits.
Exhibit No. Description of Exhibit
10.1 Form of Performance Unit Award Agreement.
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