UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 19, 2008
SANDRIDGE ENERGY, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or Other Jurisdiction
of Incorporation or Organization)
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1-33784
(Commission File Number)
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20-8084793
(I.R.S. Employer
Identification No.) |
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1601 N.W. Expressway, Suite 1600
Oklahoma City, Oklahoma
(Address of Principal Executive Offices)
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73118
(Zip Code) |
Registrants Telephone Number, including Area Code: (405) 753-5500
Not Applicable.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On
March 19, 2008, Sandridge Energy, Inc. (the Company) entered into employment agreements
with each of Dirk M. Van Doren, our Executive Vice President and Chief Financial Officer; Matthew
K. Grubb, our Executive Vice President and Chief Operating Officer; Todd N. Tipton, our Executive
Vice President Exploration; and Larry K. Coshow, our Executive Vice President Land (the
Executives).
Pursuant to the employment agreements, the Company agrees to pay Mr. Van Doren an annual base
salary of no less than $550,000, Mr. Grubb an annual base salary of no less than $500,000, Mr.
Tipton an annual base salary of no less than $345,000, and Mr. Coshow an annual base salary of no
less than $309,000. In addition to base salary and in accordance with the terms of the employment
agreements, the Executives are eligible for (i) additional bonus compensation, in the sole
discretion of the Company, (ii) awards of Company restricted stock under and subject to the
Companys equity compensation plans, and (iii) benefits under all other benefit plans generally
provided to the Companys other executive officers.
Each employment agreement is for a term of two years commencing on the effective date, January
1, 2008, and is automatically extended to a one-year term on the expiration date of the employment
agreement, unless terminated in accordance with its terms. Each employment agreement provides that
if
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an Executive is terminated for Cause (as defined in the employment agreements), the
Company will not have any obligation to provide any further payments or benefits to the
Executive after the effective date of such termination; |
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an Executive is terminated without Cause, the Executive will be entitled to receive from
the Company a lump sum payment equal to twelve months of base salary then in effect, and, if
at the time of such termination Tom L. Ward is not the Chairman and Chief Executive Officer
of the Company, all equity compensation held by the Executive immediately prior to such
termination will immediately become 100% vested; |
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an Executive is terminated as a result of incapacity, the Executive will be entitled to
receive from the Company a payment equal to six months of base salary then in effect; |
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an Executive is terminated as a result of death, the Executives estate will be entitled
to receive from the Company a payment equal to twelve months of base salary then in effect;
and |
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within twelve months after a Change of Control (as defined in the employment agreements),
(i) the Executives employment is terminated by the Company for a reason other than
termination for Cause or as a result of the Executives incapacity or death or (ii) the
Executive resigns as a result of a change in duties or title, a reduction in base salary or
benefits, relocation or a default by the Company under the agreement, the Executive will be
entitled to receive from the Company a lump sum payment equal to the sum of two times the
Executives (x) base salary for the last twelve calendar months ending immediately prior to
the termination event and (y) bonus paid during such twelve month period (based on an
average of the last three years annual bonuses). In addition, all equity compensation held
by the Executive immediately prior to such termination will immediately become 100% vested
if at the time of such termination Tom L. Ward is not the Chairman and Chief Executive
Officer of the Company. |
Each of the Executives has the power to terminate his employment with the Company on thirty
days prior written notice.
Each employment agreement also contains customary non-solicitation and non-interference
provisions for a six-month period after employment with the Company is terminated for any reason.
Mr. Coshows employment agreement replaces his prior employment agreement, which was to expire
on September 2, 2008. The agreements generally have similar provisions. Differences include
compensation that Mr. Coshow is entitled to receive upon certain termination events. Under the new
agreement, as described above, he is entitled to receive a payment equal to twelve months of base
salary (termination by the Company other than for Cause) and six months of base salary
(disability), compared to base salary during the remaining term of or through the expiration date
of his prior agreement, and a severance payment in connection with a change of control that is two
times the amount provided for in the prior agreement. In addition, under the prior employment
agreement, vesting of equity compensation upon termination of employment without Cause or in
connection with a change of control was not conditioned on Mr. Ward not being Chairman and Chief
Executive Officer of the Company at the time.
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