Attached files
| file | filename |
|---|---|
| EX-10.1 - Triangle Petroleum Corp | v204782_ex10-1.htm |
| EX-10.2 - Triangle Petroleum Corp | v204782_ex10-2.htm |
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) December 6, 2010 (December 2,
2010)
TRIANGLE
PETROLEUM CORPORATION
(Exact
name of registrant as specified in charter)
|
Nevada
|
001-34945
|
98-0430762
|
|
(State
or other jurisdiction of
|
(Commission
|
(I.R.S.
Employer
|
|
incorporation
or organization)
|
file
number)
|
Identification
No.)
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1625
Broadway, Suite 780, Denver, CO 80202
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (303) 260-7125
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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 Arrangement of Certain
Officers.
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On
December 2, 2010, the Board of Directors of the Company (the “Board”), as
recommended by the Compensation Committee of the Board, determined that Dr.
Peter Hill and Jonathan Samuels had met the performance objectives set forth in
their respective employment agreements with respect to the Restructuring STI
Award, resulting in the award to Dr. Hill and Mr. Samuels of 90,909 shares of
restricted stock of the Company and 72,727 shares of restricted stock of the
Company, respectively. In addition, due to the efforts and
performance of Dr. Hill and Mr. Samuels in connection with the recent public
offering of shares of common stock of the Company, the Board further determined
to grant each of Dr. Hill and Mr. Samuels an additional 10,000 shares of
restricted stock of the Company. Both of these grants of the
restricted stock will not become effective until the approval by the
stockholders of the Company of a new omnibus equity incentive plan in 2011 and,
once approved, such grants shall vest in full on January 31, 2012 subject to
their continued service with the Company until the vesting date and the terms
and provisions of the new omnibus equity incentive plan and applicable award
agreement.
Effective
as of December 2, 2010, the Company amended and restated its employment
agreements with each of Dr. Hill and Mr. Samuels to (1) update the agreement and
add in certain technical provisions and (2) reflect the achievement of the
awards described above.
The
foregoing summary of the amended and restated employment agreements is subject
to, and qualified in its entirety by, the full text of each such agreement,
which are attached as Exhibits 10.1 and 10.2, and incorporated herein by
reference.
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Item
9.01.
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Financial
Statements and Exhibits.
|
|
Exhibit No.
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Description
|
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10.1
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Amended
and Restated Employment Agreement, dated as of December 2, 2010, by and
between Triangle Petroleum Corporation and Dr. Peter
Hill.
|
|
10.2
|
Amended
and Restated Employment Agreement, dated as of December 2, 2010, by and
between Triangle Petroleum Corporation and Jonathan
Samuels.
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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.
| Date: December 6, 2010 | TRIANGLE PETROLEUM CORPORATION | ||
|
|
By:
|
/s/ Jonathan Samuels | |
| Jonathan Samuels | |||
| Chief Financial Officer | |||
Index
to Exhibits
|
Exhibit
Number
|
Description
|
|
10.1
|
Amended
and Restated Employment Agreement, dated as of December 2, 2010, by and
between Triangle Petroleum Corporation and Dr. Peter
Hill.
|
|
10.2
|
Amended
and Restated Employment Agreement, dated as of December 2, 2010, by and
between Triangle Petroleum Corporation and Jonathan
Samuels.
|