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BBG > SEC Filings for BBG > Form 8-K/A on 31-Jan-2013All Recent SEC Filings

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Form 8-K/A for BILL BARRETT CORP


31-Jan-2013

Change in Directors or Principal Officers, Financial Statements and Exhibits


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

As previously reported, on January 14, 2013, Kurt M. Reinecke resigned as Executive Vice President-Exploration of Bill Barrett Corporation (the "Company"). In connection with Mr. Reinecke's resignation, the Company entered into a succession agreement with Mr. Reinecke on January 30, 2013, which is attached hereto as Exhibit 10.1 and incorporated herein by reference (the "Succession Agreement"). The Succession Agreement provides that Mr. Reinecke's employment with the Company will terminate on February 18, 2013 (the "Termination Date"), and that, in consideration for Mr. Reinecke's agreement to execute a release of claims in favor of the Company and its affiliates and abide by certain restrictive covenants, including noncompetition and nonsolicitation covenants for nine months following the Termination Date and perpetual confidentiality and nondisparagement covenants, he will be entitled to the following benefits on or following the Termination Date:

• A cash severance payment in an amount equal to $794,272.50, which will be made quarterly in eight equal installments of $132,378.75 beginning on May 20, 2013;

• If a "change in control event" (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (together with any Treasury regulations promulgated or other Treasury guidance thereunder, the "Code")) of the Company occurs prior to the last payment date, any then unpaid portion of the severance payment shall become payable within 60 days following such change in control event;

• Continued participation in the Company's medical and dental plans and employee assistance program for 18 months following the Termination Date; and

• Outplacement services for three months following the Termination Date.

In addition, the Succession Agreement confirms Mr. Reinecke's entitlement to benefits earned or accrued under other benefit plans of the Company, including settlement of his performance share awards in accordance with their existing terms, payment of a bonus for 2012 pursuant to the Company's Performance Cash Program and the distribution of Mr. Reinecke's accrued benefits under the Company's 401(k) plan and deferred compensation plan. Mr. Reinecke also agreed to remain available following the Termination Date to assist the Company with the transition of his duties as Executive Vice President-Exploration. The Compensation Committee of the Board received advice from Meridian Compensation Partners, LLC, an independent compensation consultant, in structuring the Succession Agreement.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Description

10.1 Succession Agreement, dated January 30, 2013.


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