BASIC ENERGY SERVICES INC FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits
(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 30, 2013, Kenneth V. Huseman retired from his positions as
President and Chief Executive Officer of Basic Energy Services, Inc. ("Basic").
Mr. Huseman will remain a member of the Board of Directors (the "Board") of
Basic. In connection with his retirement, Mr. Huseman entered into a Severance
Agreement and Release with Basic (the "Severance Agreement"), a Grantee
Non-Competition Agreement for Retirees (the "Non-Compete Agreement") and a
Restricted Stock Grant Agreement as consideration for the execution of the
Non-Compete Agreement (the "Retirement Grant Agreement").
Under the Severance Agreement and in accordance with the terms of his existing
employment agreement with Basic, Mr. Huseman will receive (i) $4,189,500, less
applicable withholding, taxes and other deductions, as a severance payment (such
amount constituting 3.0 times the sum of Mr. Huseman's 2013 base salary and his
current annual incentive target bonus) and (ii) COBRA benefits. The Severance
Agreement is made in accordance with the existing employment agreement as a
condition to certain severance benefits, and includes Mr. Huseman's waiver of
all claims and release of Basic, as well as certain continuing obligations on
the part of Mr. Huseman.
In addition to other restrictions, the Non-Compete Agreement contains certain
provisions that restrict Mr. Huseman, until March 15, 2017 (the final vesting
date of the shares issued to Mr. Huseman under the Retirement Grant Agreement),
from engaging in competing businesses with Basic and soliciting employees or
customers of Basic. The Non-Compete Agreement also requires Mr. Huseman to
maintain and not disclose confidential information of Basic. In the event of Mr.
Huseman's breach of the Non-Compete Agreement, he will immediately forfeit all
shares issued to him under the Retirement Grant Agreement that are unvested at
the time of breach.
Under the Retirement Grant Agreement, Mr. Huseman will receive 300,807 shares
(subject to netting for minimum withholding taxes, as may be applicable) of
restricted common stock of Basic as partial consideration for the entry into the
Non-Compete Agreement. The same number of shares were previously issued to Mr.
Huseman under prior restricted stock grant agreements, each of which provided
that all unvested shares of Basic's restricted common stock granted to Mr.
Huseman prior to his retirement date that are forfeited upon retirement may be
reissued to Mr. Huseman upon, and as partial consideration for, the entry into
the Non-Compete Agreement. Subject to earlier forfeiture pursuant to the terms
of the Retirement Grant Agreement and the Non-Compete Agreement and subject to
the terms of Basic's Fifth Amended and Restated 2003 Incentive Plan, as amended,
the shares will vest as follows: 147,550 shares on March 15, 2014; 96,268 shares
on March 15, 2015; 36,989 shares on March 15, 2016; and 20,000 shares on March
On September 30, 2013, effective upon Mr. Huseman's retirement, Thomas Monroe
"Roe" Patterson, formerly Basic's Senior Vice President and Chief Operating
Officer, was appointed as Basic's President and Chief Executive Officer, and Mr.
Patterson was also appointed as a member of the Board. Mr. Patterson is not
expected to be named to any committees of the Board.
On September 30, 2013, James F. Newman, formerly Basic's Group Vice President -
Permian Business Unit, was named Basic's Senior Vice President of Region
Operations. In connection with his promotion, Mr. Newman's new base salary will
The foregoing descriptions of the Severance Agreement, the Retirement Grant
Agreement and the Non-Compete Agreement are qualified in their entirety by
reference to the full text of the Severance Agreement, the Retirement Grant
Agreement and the Non-Compete Agreement, which are filed as Exhibit 10.1,
Exhibit 10.2 and Exhibit 10.3 hereto, respectively, and are incorporated herein
To the extent required by Item 5.02 of Form 8-K, (i) the disclosures under Item
5.02 and Item 9.01 of Basic's Current Report on Form 8-K filed on March 28,
2013, (ii) the disclosures under Item 5.02 and Item 9.01 of Basic's Current
Report on Form 8-K filed on May 7, 2013 and (iii) the disclosures under Item
5.02 and Item 9.01 of Basic's Current Report on Form 8-K filed on August 26,
2013 are incorporated by reference in this Item 5.02 pursuant to General
Instruction B.3 to Form 8-K.
Item 9.01 Financial Statements and Exhibits.
Exhibit 10.1 Kenneth V. Huseman Severance Agreement and Release.
Exhibit 10.2 Restricted Stock Grant Agreement for Grantees Executing a
Non-Competition Agreement for Retirees.
Exhibit 10.3 Kenneth V. Huseman Non-Competition Agreement for Retirees.
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