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END > SEC Filings for END > Form 8-K on 11-Jan-2013All Recent SEC Filings

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Form 8-K for ENDEAVOUR INTERNATIONAL CORP


11-Jan-2013

Change in Directors or Principal Officers, Financial Statements and


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

On January 7, 2013, Endeavour International Corporation ("Endeavour" or the "Company") entered into an Employment Agreement ("Agreement") for William L. Transier, the Company's Chairman, Chief Executive Officer and President, effective January 1, 2013. The Agreement was approved by Endeavour's Compensation Committee of its Board of Directors on December 5, 2012. The changes in the Agreement from Mr. Transier's previous employment agreement dated effective as of June 11, 2011 ("Prior Agreement"), include the following:

• the payment of a pro rata portion of his annual target bonus for the year in which a termination of employment occurs;

• a non-solicitation period of one year after the date of termination of employment;

• the execution of a release of claims agreement effective by the earlier of
(i) the 58th day after the termination of Mr. Transier's employment or
(ii) the day immediately preceding the first day any cash severance compensation payment is due to be paid to him;

• clarification of the treatment of long-term incentive awards, specifically performance-based awards, upon termination of employment; and

• the term of Mr. Transier's employment was extended through June 1, 2014 as described in more detail below.

The Agreement maintains certain provisions of the Prior Agreement, which are primarily:

• a base salary of $800,000 per annum ("Base Compensation");

• a discretionary bonus with a target equal to the Base Compensation, up to a maximum of up to 200% of the Base Compensation, to be granted at the discretion of the Board; and

• upon the occurrence of a Corporate Change, as defined in the Agreement, immediate and total vesting in any and all restricted stock, options or other similar awards.

Pursuant to the Agreement, Mr. Transier will continue his employment with the Company, subject to termination and corporate change provisions that are outlined in the Agreement, through June 1, 2014, which is extended automatically for an additional one-year period unless on or before the date that is 60 days prior to the first day of any extension period either the Company or Mr. Transier gives written notice to the other that no automatic extension shall occur.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 Employment Agreement between the Company and William L. Transier, effective January 1, 2013.


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