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CWEI > SEC Filings for CWEI > Form 8-K on 28-May-2013All Recent SEC Filings

Show all filings for CLAYTON WILLIAMS ENERGY INC /DE | Request a Trial to NEW EDGAR Online Pro

Form 8-K for CLAYTON WILLIAMS ENERGY INC /DE


28-May-2013

Change in Directors or Principal Officers, Financial Statements a


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

(e) The Compensation Committee of the Board of Directors of Clayton Williams Energy, Inc. (the "Company") has authorized the Company to establish the CWEI Oklahoma 3D Phase 1 Reward Plan and CWEI Oklahoma 3D Phase 2 Reward Plan (collectively, the "Plans") to reward eligible officers, employees and other service providers for continued quality service to the Company, and to encourage retention of those officers, employees and service providers by providing them the opportunity to receive bonus payments that are based on profits derived from a portion of the Company's working interest in wells (the "Wells") drilled by the Company in the areas covered by the Plans on or after the Effective Date of each Plan. Concurrently, the Compensation Committee also authorized awards to certain officers, key employees and consultants of the Company under the Plans. The Plans were established and awards were granted under the Plans on May 23, 2013. The Effective Dates for the Plans are as follows: CWEI Oklahoma 3D Phase 1 Reward Plan - May 1, 2013 and CWEI Oklahoma 3D Phase 2 Reward Plan - May 1, 2013. Each of the Plans provides for quarterly cash bonuses to the Participants, as a group, equal to the after-payout cash flow from 10% of the Company's working interest in the Wells. The quarterly cash bonuses are allocated among the Participants based on each Participant's bonus percentage. To continue as a Participant in the Plans, Participants must remain in the employment or service of the Company through May 1, 2015 (the "Full Vesting Date"). Participants who remain in the employment or service of the Company through the Full Vesting Date will continue as Participants for the duration of the Plans, subject to the terms of the Plans. The Full Vesting Date may occur sooner than May 1, 2015 in the event of a Change of Control or Sale Transaction, as those terms are defined in the Plans. Bonus awards under the Plans were granted to the Company's principal executive officer, principal financial officer and other named executive officers as follows:

                                               Reward Plans
Bonus Percentages Awarded to     CWEI Oklahoma 3D       CWEI Oklahoma 3D
  Named Executive Officers     Phase 1 Reward Plan    Phase 2 Reward Plan

Clayton W. Williams, Jr.                 25.0000 %              25.0000 %
Mel G. Riggs                              4.2000 %               4.2000 %
Michael L. Pollard                        3.3000 %               3.3000 %
John F. Kennedy                           1.5000 %               1.5000 %
Sam Lyssy                                 1.5000 %               1.5000 %

Amounts payable under the Plans to the Company's principal executive officer, principal financial officer and other named executive officers will depend on the quarterly bonus amounts determined pursuant to the terms of the Plans as described above.
The foregoing descriptions are only summaries of, and are qualified in their entirety by reference to, the Plans, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are provided as part of the information furnished under Item 5.02 of this report.

Exhibit
Number    Description

 10.1     CWEI Oklahoma 3D Phase 1 Reward Plan

 10.2     CWEI Oklahoma 3D Phase 2 Reward Plan

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