PAR PETROLEUM CORP/CO (Form: 8-K, Received: 12/17/2014 16:17:58)

Accepted:

Date: 12/12/2014

Joseph Israel

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 12, 2014

Par Petroleum Corporation

(Exact name of registrant as specified in its charter)


Delaware	1-36550	84-1060803
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

800 Gessner Road, Suite 875 Houston, Texas		77024
(Address of principal executive offices)		(Zip Code)

(713) 969-3293

(Registrant’s telephone number, including area code)

(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):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 16, 2014, Par Petroleum Corporation (the “ Company ”) announced the appointment of Joseph Israel as its new President and Chief Executive Officer effective January 5, 2015. The Company also announced that William Monteleone, its current CEO, will become the Company’s Senior Vice President of Mergers and Acquisitions effective January 5, 2015, and remain a member of the Company’s Board of Directors. Mr. Israel is also expected to join the Company’s Board of Directors on or about the time of his commencement of employment.

Mr. Israel, age 43, served as Senior Vice President of Hunt Refining Company from August 2011 to November 2014. Prior to joining Hunt, Mr. Israel served in various roles with Alon USA Energy, Inc. from August 2000 to July 2011, including most recently as Chief Operating Officer from September 2008 to July 2011. Prior to joining Alon, Mr. Israel held positions with several Israeli government entities beginning in 1995, including the Israeli Land Administration, the Israeli Fuel Administration and most recently as Economics and Commerce Vice President of Israel’s Petroleum Energy Infrastructure entity. Mr. Israel received an MBA and a BA in Economics from the Hebrew University of Jerusalem. Additionally, Mr. Israel has completed business courses at the Center of Management Research at Harvard University and The College of Petroleum & Energy Studies at Oxford.

On December 12, 2014, the Company entered into an employment offer letter with Mr. Israel, pursuant to which he will be entitled to receive an annual base salary of $450,000 paid in accordance with Company payroll practices. Mr. Israel will also be eligible for an annual performance bonus, depending upon the achievement of specific individual and corporate performance criteria. Mr. Israel’s target bonus will be 75% of his annual base salary with a maximum of 150%. In addition, Mr. Israel will be eligible to participate in equity programs approved by the Company’s Compensation Committee, and his annual grants of restricted common stock and common stock options will each be equal to 75% to 150% of his annual base salary. Upon the commencement of his employment, Mr. Israel will be entitled to receive restricted common stock with a value of $450,000 and common stock options with a value of $450,000, each under the under the Company’s 2012 Long Term Incentive Plan.

In the event of the termination of Mr. Israel’s employment by the Company without Cause (as defined in the employment offer letter) or by Mr. Israel for Good Reason (as defined in the employment offer letter), and provided that Mr. Israel delivers an effective release in favor of the Company and complies with restrictive covenants and obligations to the Company, Mr. Israel will be entitled to the following benefits: (i) salary continuation payments equal to one year’s annual base salary in effect at the time of the termination, payable pro rata over 12 months, (ii) a bonus equal to the average of the bonuses paid to him over the prior three years (if termination occurs prior to three years, the target bonus will be used for the unserved periods), payable pro rata over 12 months and (iii) accelerated vesting of all outstanding unvested equity awards.

Mr. Israel will also be eligible to participate in any benefit plans that may be offered from time to time by the Company to its employees generally and in the Company’s 401(k) plan, in each case subject to his satisfaction of the applicable eligibility provisions.

The foregoing description of the employment offer letter is not complete and is qualified in its entirety by reference to the full text of the employment offer letter, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On December 16, 2014, the Company issued a press release announcing the appointment of Mr. Israel. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits



99.1		Press Release dated December 16, 2014.

10.1		Employment Offer Letter with Joseph Israel dated December 12, 2014

SIGNATURE

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.


				Par Petroleum Corporation

Dated: December 17, 2014				/s/ Brice Tarzwell
				Brice Tarzwell
				Senior Vice President, Chief Legal Officer and Secretary

Exhibit 10.1

LOGO

December 12, 2014

Joseph Israel

50 Picadilly Park

Frisco, TX 75034

Dear Joseph:

On behalf of Par Petroleum Corporation (the “Corporation”), I am pleased to offer you the position of President and Chief Executive Officer of the Corporation reporting directly to our Board of Directors. You will also be appointed to the Board of Directors by action of the Board on or about the time of your commencement of employment as President and Chief Executive Officer.

Base annual compensation for this position will be $450,000 subject to annual review. In addition you will be eligible to participate in all compensation and benefit programs applicable to other senior managers of the Corporation as approved by the compensation committee. Your annual cash bonus target will be 75% of your base annual compensation, with actual cash bonus payments up to 150% of base annual compensation, based on the achievement of specific individual and corporate performance criteria as set by the compensation committee.

You will also be eligible to participate in equity programs approved by the compensation committee. Currently these programs include annual grants of awards under the Long-Term Incentive Plan in the form of restricted stock units (“RSUs”) and stock options. Your annual RSU grant target will be equal to 75% (to 150%) of your annual base compensation, and your annual stock option award target will also be 75% (to 150%) of your annual base compensation, with the number of shares determined on the basis of a Black-Scholes valuation as of the date of grant. The stock options will have an exercise price equal to the closing price of the Corporation’s common stock on the date of grant. You will be granted an initial award of both RSU’s and stock options equal to your annual base compensation upon your appointment as President and Chief Executive Officer. Subsequent annual equity awards will be determined at the discretion of the compensation committee, and awarded at the Corporation’s Board meeting during the first quarter of the calendar year, upon review of the Corporation’s previous year’s audited financial statements. All equity grants will be subject to the approval of the Board of Directors and the terms of the Corporation’s equity award plan, including non-competition, non-solicitation and confidentiality covenants.

800 Gessner Rd., Suite 875 | Houston, Texas 77024

Office: (281) 899-4800 |Fax: (281) 565-1237

Page Two

December 12, 2014

At all times during your employment with the Corporation you will be (i) eligible to participate in all of the Corporation’s benefit programs, which include various life, health and accident insurance plans and savings plan, and (ii) covered by any director and officer liability insurance program. Relocation assistance will be provided in accordance with the Corporation’s standard policy and grossed up for any imputed income associated with your relocation.

In accordance with our established policy, this offer is contingent upon approval of the compensation committee and satisfactory completion of all reference and other background checks.

Please acknowledge acceptance of this offer by signing below and returning one copy to my attention. I would like to take this opportunity to wish you luck in your new position, and I am sure our relationship will be one of mutual benefit. Feel free to contact me should you have any questions.

Sincerely,

Robert Silberman

Chairman of the Compensation Committee of the Board of Directors


Accepted:

		Date:	12/12/2014

	Joseph Israel

cc: Mel Klein, Chairman of the Board

ADDENDUM A

TO OFFER LETTER DATED DECEMBER 12, 2014

In the event of the termination of your employment with Par Petroleum Corporation (the “Corporation”) without Cause or for Good Reason, (as hereinafter defined), you shall be entitled to receive the following severance benefits:

1. Salary continuation payments equal to one (1) year’s base annual compensation in effect at the time of your termination, less all applicable withholding and deductions, payable pro rata over a period of twelve (12) months;

2. A bonus equal to the average of the bonus paid to you over the prior three years (and if such termination occurs prior the end of three years, then the target bonus shall be imputed for such unserved periods), less all applicable withholding and deductions, payable pro rata over a period of twelve (12) months;

3. Outstanding unvested equity awards shall be accelerated and vest effective upon the date of your termination of employment.

For purposes of the Offer Letter to which this Addendum is attached and this Addendum, the terms “Cause” and “Good Reason” shall have the following meanings:

“Cause” shall mean that you have:

(a) been convicted of, or plead nolo contendere to, a felony or crime involving moral turpitude; or

(b) committed an act of personal dishonesty or fraud involving personal profit in connection with Executive’s employment by the Corporation; or

(c) committed a material breach of any material covenant, provision, term, condition, understanding or undertaking set fo1ih in the Offer Letter or any restrictive covenant running in favor of the Corporation to which you may be subject; or

(d) committed an act which the Board of Directors of the Corporation, (including the Compensation Committee) has found to have involved willful misconduct or gross negligence on your part; or

(e) failed or refused to substantially perform the lawful duties of your employment in any material respect; or

(f) failed to comply with the lawful written rules and policies of the Corporation in any material respect;

provided, however, that no termination under clause (c), (d), (e) or (f) above shall be effective unless you shall have first received written notice describing in reasonable detail the basis for the termination and within fifteen (15) days following delivery of such notice you shall have failed to cure such alleged behavior constituting “Cause”; provided, further, that this notice requirement prior to termination shall be applicable only if such behavior or breach is capable of being cured.

“Good Reason” shall mean that you have resigned from employment with the Corporation following the occurrence of one or more of the events set forth in clauses (a) through (d) below without your prior written consent, provided, that, in connection with any event or events specified in clauses (a) through (d) below, (i) you have first delivered written notice to the Corporation of your intention to resign from employment due to one or more of such events, which notice specifies in reasonable detail the circumstances claimed to provide the basis for such resignation, and (ii) such event or events are not cured by the Corporation within fifteen (15) days (or such longer reasonable period of time as is necessary to cure such event so long as the Corporation is diligently pursuing such cure) following delivery of such written notice:

(a) any diminution in your base annual compensation;

(b) any removal from your position as President and Chief Executive Officer or any material diminution in your authority, duties, or responsibilities;

(d) any material breach by the Corporation of its obligations under this Agreement.

The foregoing severance benefits and payments shall be conditioned upon (1) your execution and delivery to the Corporation of an effective release of all claims against, and covenant not to sue, the Corporation and its subsidiaries, affiliates, officers, directors, employees, representatives and agents, which release is not revoked within applicable statutory timeframes and (2) your continued compliance with all restrictive covenants and continuing obligations to the Corporation, a breach of which covenants or obligations shall result in the termination and forfeiture of all of the foregoing benefits and payments.

Exhibit 99.1

JOSEPH ISRAEL NAMED CEO

WILLIAM MONTELEONE NAMED SVP OF M&A AND REMAINS ON BOARD OF DIRECTORS

HOUSTON, TX, December 16, 2014 — Par Petroleum Corporation (NYSE MKT: PARR) announced today that it has appointed Joseph Israel to be its new President and Chief Executive Officer effective January 5, 2015. Israel is the former Senior Vice President of Hunt Refining Company, and was Chief Operating Officer of Alon USA Energy. The Company also announced that William Monteleone, its former CEO, will become Par’s Senior Vice President of Mergers and Acquisitions, and remain a member of Par’s Board of Directors.

“Joseph brings a track record of focusing on efficient and profitable refinery operations. We are delighted to welcome to Par an individual with such deep experience and proven leadership skills,” said Melvyn Klein, Chairman of Par’s Board of Directors. “We are also extremely grateful to Will Monteleone for his strong leadership in growing Par’s assets nearly tenfold in two years, from approximately $100 million in 2012 to nearly $1 billion in 2014, and we look forward to his continued service to the Company and its Board of Directors.”

Par Petroleum Corporation

Par Petroleum Corporation is based in Houston and manages and maintains interests in a variety of energy-related assets. Par is a growth company that looks for acquisitions with strong fundamentals and employees who can move the business forward.

Par, through its subsidiaries, owns and operates a 94,000 bpd refinery located in Hawaii on the island of Oahu. This refinery, together with substantial storage capacity, a 27-mile pipeline system, terminals, and retail outlets, provides a substantial portion of the energy demands of Hawaii.

Par’s largest oil and gas asset is its 33% ownership of Piceance Energy, LLC, which owns and operates natural gas properties located across approximately 40,000 acres in the Piceance Basin of Colorado.

Par also markets, transports and distributes crude petroleum-based energy products. With significant logistics capability on key pipeline systems, a rail car fleet, and a fleet of chartered barge tows, Par believes it has a competitive advantage in moving crude oil efficiently from land locked locations in the Western U.S. and Canada to the refining hubs in the Midwest, the Gulf Coast, and the East Coast.

Par/Press Releases/2014 12-16 Joseph Israel Named CEO

Par’s charter contains restrictions that prohibit parties from acquiring 5% or more of Par’s common stock without the Company’s prior consent.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements are subject to certain risks, trends and uncertainties. Among those risks, trends and uncertainties are the volatility of crude oil and refined product prices; operating disruptions at the refinery resulting from unplanned maintenance events; uncertainties inherent in estimating oil, natural gas and NGL reserves; environmental risks; and risks of political or regulatory changes. The Company cannot assure that the assumptions upon which these forward-looking statements are based will prove to have been correct. We do not intend to update or revise any forward-looking statement as a result of new information, future events or otherwise. Important risk factors that may affect the Company’s business, results of operations and financial position are discussed in our most recently filed Annual Report on Form 10-K, as amended, recent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K and other SEC filings.

Investor Relations Contact:

Christine Thorp

Director, Investor Relations

Par Petroleum Corporation

cthorp@ppetrol.com

(832) 916-3396

Par/Press Releases/2014 12-16 Joseph Israel Named CEO