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): February 7, 2011
(February 3, 2011)
GASTAR
EXPLORATION LTD.
(Exact
Name of Registrant as Specified in its Charter)
ALBERTA,
CANADA
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001-32714
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98-0570897
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1331
LAMAR STREET, SUITE 1080
HOUSTON,
TEXAS 77010
(Address
of principal executive offices)
(713)
739-1800
(Registrant's
telephone number, including area code)
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)
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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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SECTION
5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 3, 2011, Gastar Exploration
Ltd., Gastar Exploration USA, Inc. (“Gastar”) and J. Russell Porter, Gastar’s
President and Chief Executive Officer (“Porter”) entered into a Second Amendment
to Porter’s Employment Agreement effective March 23, 2005 (the “Second
Amendment”). The Second Amendment amends Section 8(a) “When Severance
is Paid” of Porter’s Employment Agreement to read as follows:
“Company shall pay a severance benefit
to Porter if Porter’s employment is terminated pursuant to Section 4(a), 4(b),
and/or 4(d). No severance shall be paid if Porter’s employment is
terminated pursuant to Sections 4(c) and 4(e).”
A copy of the Second Amendment is
attached hereto as Exhibit 10.1 of this Current Report on Form 8-K and is
incorporated herein by reference.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
The following
is a list of exhibits
filed or furnished as part of this Current Report.
Exhibit
Number
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Description of
Document
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10.1
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Second
Amendment to Employment Agreement entered into by and between Gastar
Exploration Ltd., Gastar Exploration USA, Inc. and J. Russell Porter as of
February 3, 2011.
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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.
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GASTAR
EXPLORATION LTD.
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Date: February 7,
2011
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By:
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/s/ J. RUSSELL
PORTER
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J.
Russell Porter
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President
and Chief Executive Officer
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EXHIBIT
INDEX
Exhibit
Number
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Description of
Document
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10.1
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Second
Amendment to Employment Agreement entered into by and between Gastar
Exploration Ltd., Gastar Exploration USA, Inc. and J. Russell Porter as of
February 3, 2011.
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SECOND
AMENDMENT TO
EMPLOYMENT
AGREEMENT
THIS SECOND AMENDMENT TO EMPLOYMENT
AGREEMENT
is entered into by and between Gastar Exploration Ltd., a
Canadian corporation, Gastar Exploration USA, Inc., a Michigan corporation
(together, the “Company’), and J. Russell Porter (“Porter”) as of February 3,
2011.
WHEREAS
, the Company and
Porter have heretofore entered into that certain Employment Agreement effective
as of March 23, 2005 (the “Employment Agreement”); and
WHEREAS
, the Company and
Porter have heretofore entered in the First Amendment to the Employment
Agreement effective July 25, 2008;
WHEREAS
, the Company and
Porter desire to amend the Employment Agreement by mutual consent;
NOW, THEREFORE
, in
consideration of the premises set forth above and the mutual agreements set
forth herein, the Company and Porter hereby agree, effective as of the date set
forth above, the Employment Agreement is hereby amended as provided
below:
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1.
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Section
8(a) “When Severance is Paid.” is amended to read as
follows:
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“Company
shall pay a severance benefit to Porter if Porter’s employment is terminated
pursuant to Section 4(a), 4(b), and/or 4(d). No severance shall be
paid if Porter’s employment is terminated pursuant to Sections 4(c) and
4(e).”
Except as expressly modified by the
First Amendment and this Second Amendment, the terms of the Employment Agreement
shall remain in full force and effect and are hereby confirmed and
ratified.
IN WITNESS WHEREOF
, the
parties hereto have executed this Second Amendment as of the date first set
forth above.
GASTAR
EXPLORATION USA., INC f/k/a/
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GASTAR
EXPLORATION LTD.
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FIRST
SOURCENERGY WYOMING, INC.
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BY:
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/s/ Michael A. Gerlich
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BY:
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/s/
Michael A. Gerlich
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Name:
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Michael
A. Gerlich
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Name:
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Michael
A. Gerlich
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Title:
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CFO
and Vice President
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Title:
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CFO
and Vice President
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PORTER
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/s/ J. RUSSELL PORTER
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J.
Russell Porter
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