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MILL > SEC Filings for MILL > Form 8-K on 28-Aug-2013All Recent SEC Filings

Show all filings for MILLER ENERGY RESOURCES, INC. | Request a Trial to NEW EDGAR Online Pro



Change in Directors or Principal Officers, Financial Statements and

Item 5.02(e) Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 2, 2013, we announced certain executive compensation arrangements for Fiscal Year 2014 to certain of our Executive Officers in a Form 8-K. We amended this 8-K on August 8, 2013, to correct certain numbers and tables. Due to a drafting error on the part of the attorneys involved, we are further amending the disclosures.

The condition that average daily production for the fourth quarter of fiscal year 2014 must be greater than 5,000 barrels of oil equivalent per day (using the ratio of one barrel of crude oil, condensate or natural gas liquids to six thousand cubic feet of natural gas) is applicable to both the Cash Bonus Incentive Compensation and the Equity Long Term Incentive Compensation. It was initially reported as applying to the Cash Bonus Incentive Compensation only.

In addition, the Compensation Committee retains the discretion to reduce the awards under both the Cash Bonus Incentive Compensation and the Equity Long Term Incentive Compensation if issues adverse to the Company should arise regarding legal, risk, safety, environmental and regulatory requirements, management's failure to maintain appropriate capitalization of the Company, excessive leverage within the Company or a failure of the Company to maintain adequate cash flow. This right to exercise negative discretion was initially reported as applying to the Cash Bonus Incentive Compensation only.

Conforming Changes to Employment Agreements with named Executive Officers

The changes set forth above were also incorrectly reflected in the employment agreements for each of Messrs. Boruff, Voyticky, Miller, Hall and Yost. Conforming changes reflecting the points made above have been made in each of the employment contracts for those executives and agreed to between the Company and each executive. As so corrected, the employment agreement for each executive reads as set forth in Exhibits 10.1 through 10.5 to this filing.

Item 9.01. Financial Statements and Exhibits.
Exhibit No.          Description
                     Employment Agreement with Scott M. Boruff, dated as of July
10.1                 29, 2013
                     Employment Agreement with David J. Voyticky, dated as of
10.2                 July 29, 2013
                     Employment Agreement with Deloy Miller, dated as of July 29,
10.3                 2013
                     Employment Agreement with David M. Hall, dated as of July
10.4                 29, 2013
                     Employment Agreement with Kurt C. Yost, dated as of July 29,
10.5                 2013

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