Attached files
| file | filename |
|---|---|
| EX-99.2 - CROSS CANYON ENERGY CORP. | e606326_ex99-2.htm |
| EX-99.3 - CROSS CANYON ENERGY CORP. | e606326_ex99-3.htm |
| EX-99.1 - CROSS CANYON ENERGY CORP. | e606326_ex99-1.htm |
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): January 15,
2010
CROSS
CANYON ENERGY CORP.
(Exact
Name of Registrant as Specified in its Charter)
|
Nevada
State of
Incorporation
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000-51710
Commission
File Number
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56-2458730
IRS Employer
I.D. Number
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6630 Cypresswood Drive,
Suite 200 Spring, Texas 77379
Address
of principal executive offices
Registrant’s
telephone number: (832)
559-6060
________________________________________________
(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):
|
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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o
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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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o
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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
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On
January 15, 2010, Cross Canyon Energy Corp. (“we” or the “Company”) entered into
new employment agreements (the “Employment Agreements”) with our three executive
officers. The Employment Agreements were approved by our board of directors and
by our senior lender. The Employment Agreements, copies of which are
filed as Exhibits 99.1 – 99.3 hereto, provide for:
· Robert
P. Munn to serve as our President and Chief Executive Officer, at an annual base
salary of $233,000;
· Carl
A. Chase to serve as our Executive Vice President of Finance and Chief Financial
Officer, at an annual base salary of $190,000; and
· James
B. Davis to serve as our Executive Vice President of Operations and Chief
Operating Officer, at an annual base salary of $190,000.
The
initial term of employment under the Employment Agreements is one (1) year,
unless earlier terminated by us or executive officer by reason of death,
disability, without cause, for cause, for "good reason," change of control or
otherwise.
As
consideration for entering into the new Employment Agreements, we have agreed to
pay Messrs. Munn, Chase and Davis a one-time retention bonus in an amount equal
to 50% of such officer's base salary. Such retention bonus shall be
paid on or before the later of (x) February 1, 2010 and (y) a date that a
recapitalization of the Company is consummated. In addition, if
during the Term of the Employment Agreement or within three (3) months after the
termination of an officer’s employment thereunder, the Company is sold or its
existing assets are sold in whole or in part (whether in one or more
transactions), then upon the closing of such sale transaction, each officer
shall be entitled to receive a bonus (“Sales Bonus”) as follows:
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Gross Proceeds of
Sale
$15 million - $23.99 million
$24 million - $29.99 million
$30 million - $35.99 million
$36 million or greater
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Sales Bonus Payable to
Executive
75% of base salary
100% of base salary
150% of base salary
200% of base salary
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Similarly,
if during the Term of their Employment Agreement and continuing for a period of
three months thereafter, the Company enters into a definitive agreement to sell
the Company or its assets, then upon such sale (regardless of when such sale
occurs), a Sales Bonus shall be due and payable to the officers as set forth
above. In the event that the Company acquires a material amount of
additional assets after the date hereof, we have agreed to cooperate with our
officers to determine a mutually acceptable bonus program with respect to the
sale of such assets.
2
Upon termination of an officer without
"cause" or upon the resignation of any officer for "good reason" (each as
defined in the Employment Agreements), such officer will be entitled to receive
from us his then current base salary through the date of resignation or
termination, as applicable, and retention bonus and fringe benefits otherwise
due and unpaid at time of resignation or termination. Such officer
also shall be entitled to payment for (i) any Sales Bonus that would have
otherwise been earned by him had such officer remained employed by the Company
for the remainder of the then current Term in which the termination occurred and
for three (3) months thereafter and (ii) accrued but unused vacation days for
the calendar year in which such termination occurs. In addition, if
the officer executes (and does not revoke) a release of claims acceptable to us,
we will provide such officer as severance pay, an amount equal to six (6) months
Base Salary (the “Severance Payment”).
If an officer’s employment is
terminated by us at any time following a Change of Control (as defined in the
Employment Agreements), excluding the Change in Control which may occur in the
event the Company files a petition seeking protection under Federal Bankruptcy
laws; and (B) such termination is for reasons other than Cause, or
other than by reason of Disability or such officer’s death, then (1) such
officer shall be entitled to receive the greater of (x) the amount of his then
applicable Base Salary that would have been earned through the expiration of the
End Date of the term in which the termination of his employment occurred; or (y)
six (6) months Base Salary, together with any business expenses otherwise due to
Executive (the “Change of Control Payment”); provided, however, that
Executive’s entitlement to the Change of Control Payment is conditioned upon his
execution (and non-revocation) of a release of claims acceptable to the
Company.
Each of
Messrs. Munn, Chase and Davis have agreed that, during the respective term of
his employment and for a one-year period after his termination (other than
termination by him for good reason or by us without cause or following a change
of control), not to engage, directly or indirectly, as an owner, employee,
consultant or otherwise, in any business engaged in the exploration, drilling or
production of natural gas or oil within any five (5) mile radius from any
property that we then have an ownership, leasehold or participation interest in
during the Term of his Employment Agreement. Each officer is further prohibited
during the above time period from soliciting or inducing, directly or
indirectly, any of our then-current employees or customers, or any customers of
ours during the one year preceding the termination of his
employment.
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Item
9.01
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Financial
Statements and Exhibits.
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(c) Exhibits
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Exhibit
No.
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Description of
Exhibit
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99.1
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Employment
Agreement with Robert P. Munn
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99.2
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Employment
Agreement with Carl A. Chase
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99.3
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Employment
Agreement with James B. Davis
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3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: January
22, 2010
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CROSS
CANYON ENERGY CORP.
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|||
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By:
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/s/ Robert P. Munn | |
| Robert P. Munn | |||
| President and Chief Executive Officer | |||
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INDEX TO
EXHIBITS
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Exhibit
No.
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Description of
Exhibit
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99.1
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Employment
Agreement with Robert P. Munn
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99.2
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Employment
Agreement with Carl A. Chase
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99.3
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Employment
Agreement with James B. Davis
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