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): October 10, 2016

 

 

CONTANGO OIL & GAS COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-16317   95-4079863

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

717 Texas Ave., Suite 2900, Houston Texas   77002
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (713) 236-7400

(Former name or former address, if changed since last report): Not applicable

 

 

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.

As of October 10, 2016, Contango Oil & Gas Company (the “ Company ”) and each of the Company’s current named executive officers (the “ Executives ”), entered into an agreement (the “ Extension Agreements ”), extending the term of each Executive’s 2013 employment agreement (the “ Employment Agreements ”) in order to provide more time to conclude negotiations between the Company and its officers regarding employment. With respect to Mr. Allan Keel (Chief Executive Officer and President) and Mr. E. Joseph Grady (Senior Vice President and Chief Financial Officer), their Employment Agreements were previously disclosed as exhibits to the Company’s Current Report on Form 8-K filed May 1, 2013. With respect to Mr. A. Carl Issac (Senior Vice President- Operations), Mr. Jay S. Mengle (Senior Vice President – Engineering) and Mr. Thomas H. Atkins (Senior Vice President – Exploration), their Employment Agreements were previously disclosed as exhibits to the Company’s Form S-4 filed June 14, 2013.

The Employment Agreements were designed to expire upon the third anniversary of the effective date, which was October 1, 2013 (the “ Initial Term ”), with automatic two-year extensions following the Initial Term unless either the Company or the Executive provided written notice to the other party of their intent not to renew the agreement. The Employment Agreements further provided that if the Employment Agreements expired due to a non-renewal and the parties did not enter into a new employment agreement within a ten (10)day period following the expiration of the Employment Agreement, all equity awards held by the Executives would automatically vest to the extent that such awards are not subject to performance-based vesting for purposes of qualifying as “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986 (“ 162(m) Awards ”). Prior to the end of the Initial Term, Company notified each Executive that his Employment Agreement would not be renewed at the end of the Initial Term.

As a result of the Extension Agreement, the parties have agreed to extend the Initial Term of each Employment Agreement until 5:00 p.m. CST on November 15, 2016 (the “ Extended Initial Term Date ”) and waive the aforementioned acceleration of equity award vesting benefit until the Extended Initial Term Date (unless such awards would vest pursuant to their normal vesting schedules between October 1, 2016 and the Extended Initial Term Date). If new employment agreements are not executed between the Company and an Executive on or prior to the Extended Initial Term Date, all unvested equity compensation awards held by that Executive on the Extended Initial Term Date that are not 162(m) Awards and that, absent the Extension Agreements, would have otherwise vested at the end of the ten (10) day period following October 1, 2016, will become fully and immediately vested. In the event the Company and an Executive enter into a new employment agreement on or prior to the Extended Initial Term Date and such employment agreement does not provide substantially identical vesting benefits upon a non-renewal of the new employment agreement, and such new employment agreement is terminated due to the Company’s non-renewal of such agreement, all unvested equity compensation awards held by the applicable Executive on October 1, 2016 that are not 162(m) Awards will become vested on the date that the new employment agreement terminates due to the Company’s non-renewal.

No equity compensation awards that are granted to the Executives on or after October 1, 2016 will be subject to the terms of the Extension Agreements. Unless specified above, no other terms of the original Employment Agreements were amended by the Extension Agreements.

The foregoing description of the material terms and conditions of the Extension Agreements is qualified in its entirety by reference to a copy of a form of the Extension Agreement attached hereto as Exhibit 10.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

  

Exhibit

10.1    Amendment and Extension of Employment Agreement, dated as of October 10, 2016, among Contango Oil & Gas Company and Allan D. Keel
10.2    Amendment and Extension of Employment Agreement, dated as of October 10, 2016, among Contango Oil & Gas Company and E. Joseph Grady
10.3    Amendment and Extension of Employment Agreement, dated as of October 10, 2016, among Contango Oil & Gas Company and A. Carl Isaac
10.4    Amendment and Extension of Employment Agreement, dated as of October 10, 2016, among Contango Oil & Gas Company and Jay S. Mengle
10.5    Amendment and Extension of Employment Agreement, dated as of October 10, 2016, among Contango Oil & Gas Company and Thomas H. Atkins

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.

 

      CONTANGO OIL & GAS COMPANY
Date: October 14, 2016      

/s/ E. JOSEPH GRADY

      E. Joseph Grady
      Senior Vice President and Chief Financial Officer

Exhibit 10.1

AMENDMENT AND EXTENSION OF EMPLOYMENT AGREEMENT

This Amendment and Extension of Employment Agreement (the “ AGREEMENT ”) is entered into as of October 10, 2016 by and between Allan D. Keel (“ EXECUTIVE ”) and Contango Oil & Gas Company (the “ COMPANY ”).

WHEREAS, the Company and Crimson Exploration Inc. (“ CRIMSON ”) entered into a strategic business combination transaction through the merger of a wholly owned subsidiary of the Company with and into Crimson (the “ MERGER ”), pursuant to an Agreement and Plan of Merger dated April 29, 2013.

WHEREAS , in connection with the Merger, the Company and the Executive (the “ PARTIES ”) entered into that certain Employment Agreement (the “ EMPLOYMENT AGREEMENT ”) dated April 29, 2013, which became effective on the closing of the Merger on October 1, 2013 (the “ EFFECTIVE DATE ”).

WHEREAS, the Employment Agreement was designed to expire upon the third anniversary of the Effective Date (the “ INITIAL TERM ”) with automatic two year extensions following the Initial Term (any such automatic extensions deemed to be included within the Initial Term), but prior to the end of the Initial Term the Company gave notice pursuant to Section 1.1 of the Employment Agreement that the Employment Agreement would expire without automatic extension at the end of the Initial Term.

WHEREAS, the Parties desire to further extend the Initial Term of the Employment Agreement from October 1, 2016 to the close of business on November 15, 2016, and to modify certain provisions of the agreement in order to provide time for the Parties to agree to terms of a new employment agreement.

NOW, THEREFORE , in consideration of the mutual covenants and obligations contained herein, the Parties agree to the following:

 

  1. Section 1.1 of the Employment Agreement is amended as follows: Notwithstanding any previous agreements between the Parties to the contrary, the Parties hereby agree that the definition of the “Initial Term” within the Employment Agreement is hereby modified to provide that the Initial Term expires at 5:00 p.m. CST on November 15, 2016. The Parties also agree that no further advance notice of nonrenewal is required to satisfy the notice requirement under this section for the extension provided for herein.

 

  2.

Section 3.2(a) of the Employment Agreement is amended as follows: The Parties hereby agree that the acceleration of vesting benefit provided Executive under Section 3.2(a) related to the Initial Term of the Employment Agreement and the ten (10) day period following the end of the Initial Term that the Parties have to enter into a new employment agreement (the “ Non-Renewal Vesting Provision ” ) is hereby waived until 5:00 p.m. CST on November 15, 2016. Any unvested equity compensation award (to the extent such award is not intended to be subject to performance-based vesting for purposes of qualifying as “performance-based

  compensation” pursuant to Section 162(m) of the Internal Revenue Code of 1986 (the “ 162(m) Awards ” )) held by the Executive on October 1, 2016 remains unvested until November 15, 2016 (unless it vests prior to November 15, 2016 under its normal vesting schedule), and to the extent that a new employment agreement is not executed by the Parties by 5:00 p.m. CST on November 15, 2016, all such unvested equity compensation awards that are not 162(m) Awards held by the Executive on November 15, 2016 that, absent this Agreement, would have otherwise vested at the end of the ten (10) day negotiation period beginning on October 1, 2016, will become fully and immediately vested on November 15, 2016.

 

  3. In the event that the Parties enter into a new employment agreement on or prior to 5:00 p.m. CST on November 15, 2016, but that employment agreement does not contain a substantially identical provision to the Non-Renewal Vesting Provision, and that employment agreement is terminated due to the Company’s non-renewal of such agreement, all unvested equity compensation awards that are not 162(m) Awards that the Executive held on October 1, 2016 will become fully and immediately vested on the date that the new employment agreement terminates due to the Company’s non-renewal.

 

  4. No equity compensation awards that are granted to the Executive on or after October 1, 2016 will be subject to the terms of this Agreement.

All other provisions of the Employment Agreement remain in full force and effect through the expiration of the revised “Initial Term” at 5:00 p.m. CST on November, 15, 2016.

IN WITNESS WHEREOF , the Parties hereto have executed this Agreement on the date set forth above.

 

CONTANGO OIL & GAS COMPANY

/S/ B. JAMES FORD

By: B. JAMES FORD
EXECUTIVE

/S/ ALLAN D. KEEL

By: ALLAN D. KEEL

Exhibit 10.2

AMENDMENT AND EXTENSION OF EMPLOYMENT AGREEMENT

This Amendment and Extension of Employment Agreement (the “ AGREEMENT ”) is entered into as of October 10, 2016 by and between E. Joseph Grady (“ EXECUTIVE ”) and Contango Oil & Gas Company (the “ COMPANY ”).

WHEREAS, the Company and Crimson Exploration Inc. (“ CRIMSON ”) entered into a strategic business combination transaction through the merger of a wholly owned subsidiary of the Company with and into Crimson (the “ MERGER ”), pursuant to an Agreement and Plan of Merger dated April 29, 2013.

WHEREAS , in connection with the Merger, the Company and the Executive (the “ PARTIES ”) entered into that certain Employment Agreement (the “ EMPLOYMENT AGREEMENT ”) dated April 29, 2013, which became effective on the closing of the Merger on October 1, 2013 (the “ EFFECTIVE DATE ”).

WHEREAS, the Employment Agreement was designed to expire upon the third anniversary of the Effective Date (the “ INITIAL TERM ”) with automatic two year extensions following the Initial Term (any such automatic extensions deemed to be included within the Initial Term), but prior to the end of the Initial Term the Company gave notice pursuant to Section 1.1 of the Employment Agreement that the Employment Agreement would expire without automatic extension at the end of the Initial Term.

WHEREAS, the Parties desire to further extend the Initial Term of the Employment Agreement from October 1, 2016 to the close of business on November 15, 2016, and to modify certain provisions of the agreement in order to provide time for the Parties to agree to terms of a new employment agreement.

NOW, THEREFORE , in consideration of the mutual covenants and obligations contained herein, the Parties agree to the following:

 

  1. Section 1.1 of the Employment Agreement is amended as follows: Notwithstanding any previous agreements between the Parties to the contrary, the Parties hereby agree that the definition of the “Initial Term” within the Employment Agreement is hereby modified to provide that the Initial Term expires at 5:00 p.m. CST on November 15, 2016. The Parties also agree that no further advance notice of nonrenewal is required to satisfy the notice requirement under this section for the extension provided for herein.

 

  2.

Section 3.2(a) of the Employment Agreement is amended as follows: The Parties hereby agree that the acceleration of vesting benefit provided Executive under Section 3.2(a) related to the Initial Term of the Employment Agreement and the ten (10) day period following the end of the Initial Term that the Parties have to enter into a new employment agreement (the “ Non-Renewal Vesting Provision ” ) is hereby waived until 5:00 p.m. CST on November 15, 2016. Any unvested equity compensation award (to the extent such award is not intended to be subject to performance-based vesting for purposes of qualifying as “performance-based

  compensation” pursuant to Section 162(m) of the Internal Revenue Code of 1986 (the “ 162(m) Awards ” )) held by the Executive on October 1, 2016 remains unvested until November 15, 2016 (unless it vests prior to November 15, 2016 under its normal vesting schedule), and to the extent that a new employment agreement is not executed by the Parties by 5:00 p.m. CST on November 15, 2016, all such unvested equity compensation awards that are not 162(m) Awards held by the Executive on November 15, 2016 that, absent this Agreement, would have otherwise vested at the end of the ten (10) day negotiation period beginning on October 1, 2016, will become fully and immediately vested on November 15, 2016.

 

  3. In the event that the Parties enter into a new employment agreement on or prior to 5:00 p.m. CST on November 15, 2016, but that employment agreement does not contain a substantially identical provision to the Non-Renewal Vesting Provision, and that employment agreement is terminated due to the Company’s non-renewal of such agreement, all unvested equity compensation awards that are not 162(m) Awards that the Executive held on October 1, 2016 will become fully and immediately vested on the date that the new employment agreement terminates due to the Company’s non-renewal.

 

  4. No equity compensation awards that are granted to the Executive on or after October 1, 2016 will be subject to the terms of this Agreement.

All other provisions of the Employment Agreement remain in full force and effect through the expiration of the revised “Initial Term” at 5:00 p.m. CST on November, 15, 2016.

IN WITNESS WHEREOF , the Parties hereto have executed this Agreement on the date set forth above.

 

CONTANGO OIL & GAS COMPANY

/S/ B. JAMES FORD

By: B. JAMES FORD
EXECUTIVE

/S/ E. JOSEPH GRADY

By: E. JOSEPH GRADY

Exhibit 10.3

AMENDMENT AND EXTENSION OF EMPLOYMENT AGREEMENT

This Amendment and Extension of Employment Agreement (the “ AGREEMENT ”) is entered into as of October 10, 2016 by and between A. Carl Isaac (“ EXECUTIVE ”) and Contango Oil & Gas Company (the “ COMPANY ”).

WHEREAS, the Company and Crimson Exploration Inc. (“ CRIMSON ”) entered into a strategic business combination transaction through the merger of a wholly owned subsidiary of the Company with and into Crimson (the “ MERGER ”), pursuant to an Agreement and Plan of Merger dated April 29, 2013.

WHEREAS , in connection with the Merger, the Company and the Executive (the “ PARTIES ”) entered into that certain Employment Agreement (the “ EMPLOYMENT AGREEMENT ”) dated April 29, 2013, which became effective on the closing of the Merger on October 1, 2013 (the “ EFFECTIVE DATE ”).

WHEREAS, the Employment Agreement was designed to expire upon the third anniversary of the Effective Date (the “ INITIAL TERM ”) with automatic two year extensions following the Initial Term (any such automatic extensions deemed to be included within the Initial Term), but prior to the end of the Initial Term the Company gave notice pursuant to Section 1.1 of the Employment Agreement that the Employment Agreement would expire without automatic extension at the end of the Initial Term.

WHEREAS, the Parties desire to further extend the Initial Term of the Employment Agreement from October 1, 2016 to the close of business on November 15, 2016, and to modify certain provisions of the agreement in order to provide time for the Parties to agree to terms of a new employment agreement.

NOW, THEREFORE , in consideration of the mutual covenants and obligations contained herein, the Parties agree to the following:

 

  1. Section 1.1 of the Employment Agreement is amended as follows: Notwithstanding any previous agreements between the Parties to the contrary, the Parties hereby agree that the definition of the “Initial Term” within the Employment Agreement is hereby modified to provide that the Initial Term expires at 5:00 p.m. CST on November 15, 2016. The Parties also agree that no further advance notice of nonrenewal is required to satisfy the notice requirement under this section for the extension provided for herein.

 

  2.

Section 3.2(a) of the Employment Agreement is amended as follows: The Parties hereby agree that the acceleration of vesting benefit provided Executive under Section 3.2(a) related to the Initial Term of the Employment Agreement and the ten (10) day period following the end of the Initial Term that the Parties have to enter into a new employment agreement (the “ Non-Renewal Vesting Provision ” ) is hereby waived until 5:00 p.m. CST on November 15, 2016. Any unvested equity compensation award (to the extent such award is not intended to be subject to performance-based vesting for purposes of qualifying as “performance-based

  compensation” pursuant to Section 162(m) of the Internal Revenue Code of 1986 (the “ 162(m) Awards ” )) held by the Executive on October 1, 2016 remains unvested until November 15, 2016 (unless it vests prior to November 15, 2016 under its normal vesting schedule), and to the extent that a new employment agreement is not executed by the Parties by 5:00 p.m. CST on November 15, 2016, all such unvested equity compensation awards that are not 162(m) Awards held by the Executive on November 15, 2016 that, absent this Agreement, would have otherwise vested at the end of the ten (10) day negotiation period beginning on October 1, 2016, will become fully and immediately vested on November 15, 2016.

 

  3. In the event that the Parties enter into a new employment agreement on or prior to 5:00 p.m. CST on November 15, 2016, but that employment agreement does not contain a substantially identical provision to the Non-Renewal Vesting Provision, and that employment agreement is terminated due to the Company’s non-renewal of such agreement, all unvested equity compensation awards that are not 162(m) Awards that the Executive held on October 1, 2016 will become fully and immediately vested on the date that the new employment agreement terminates due to the Company’s non-renewal.

 

  4. No equity compensation awards that are granted to the Executive on or after October 1, 2016 will be subject to the terms of this Agreement.

All other provisions of the Employment Agreement remain in full force and effect through the expiration of the revised “Initial Term” at 5:00 p.m. CST on November, 15, 2016.

IN WITNESS WHEREOF , the Parties hereto have executed this Agreement on the date set forth above.

 

CONTANGO OIL & GAS COMPANY

/S/ B. JAMES FORD

By: B. JAMES FORD
EXECUTIVE

/S/ A. CARL ISAAC

By: A. CARL ISAAC

Exhibit 10.4

AMENDMENT AND EXTENSION OF EMPLOYMENT AGREEMENT

This Amendment and Extension of Employment Agreement (the “ AGREEMENT ”) is entered into as of October 10, 2016 by and between J. Steven Mengle (“ EXECUTIVE ”) and Contango Oil & Gas Company (the “ COMPANY ”).

WHEREAS, the Company and Crimson Exploration Inc. (“ CRIMSON ”) entered into a strategic business combination transaction through the merger of a wholly owned subsidiary of the Company with and into Crimson (the “ MERGER ”), pursuant to an Agreement and Plan of Merger dated April 29, 2013.

WHEREAS , in connection with the Merger, the Company and the Executive (the “ PARTIES ”) entered into that certain Employment Agreement (the “ EMPLOYMENT AGREEMENT ”) dated April 29, 2013, which became effective on the closing of the Merger on October 1, 2013 (the “ EFFECTIVE DATE ”).

WHEREAS, the Employment Agreement was designed to expire upon the third anniversary of the Effective Date (the “ INITIAL TERM ”) with automatic two year extensions following the Initial Term (any such automatic extensions deemed to be included within the Initial Term), but prior to the end of the Initial Term the Company gave notice pursuant to Section 1.1 of the Employment Agreement that the Employment Agreement would expire without automatic extension at the end of the Initial Term.

WHEREAS, the Parties desire to further extend the Initial Term of the Employment Agreement from October 1, 2016 to the close of business on November 15, 2016, and to modify certain provisions of the agreement in order to provide time for the Parties to agree to terms of a new employment agreement.

NOW, THEREFORE , in consideration of the mutual covenants and obligations contained herein, the Parties agree to the following:

 

  1. Section 1.1 of the Employment Agreement is amended as follows: Notwithstanding any previous agreements between the Parties to the contrary, the Parties hereby agree that the definition of the “Initial Term” within the Employment Agreement is hereby modified to provide that the Initial Term expires at 5:00 p.m. CST on November 15, 2016. The Parties also agree that no further advance notice of nonrenewal is required to satisfy the notice requirement under this section for the extension provided for herein.

 

  2.

Section 3.2(a) of the Employment Agreement is amended as follows: The Parties hereby agree that the acceleration of vesting benefit provided Executive under Section 3.2(a) related to the Initial Term of the Employment Agreement and the ten (10) day period following the end of the Initial Term that the Parties have to enter into a new employment agreement (the “ Non-Renewal Vesting Provision ” ) is hereby waived until 5:00 p.m. CST on November 15, 2016. Any unvested equity compensation award (to the extent such award is not intended to be subject to performance-based vesting for purposes of qualifying as “performance-based

  compensation” pursuant to Section 162(m) of the Internal Revenue Code of 1986 (the “ 162(m) Awards ” )) held by the Executive on October 1, 2016 remains unvested until November 15, 2016 (unless it vests prior to November 15, 2016 under its normal vesting schedule), and to the extent that a new employment agreement is not executed by the Parties by 5:00 p.m. CST on November 15, 2016, all such unvested equity compensation awards that are not 162(m) Awards held by the Executive on November 15, 2016 that, absent this Agreement, would have otherwise vested at the end of the ten (10) day negotiation period beginning on October 1, 2016, will become fully and immediately vested on November 15, 2016.

 

  3. In the event that the Parties enter into a new employment agreement on or prior to 5:00 p.m. CST on November 15, 2016, but that employment agreement does not contain a substantially identical provision to the Non-Renewal Vesting Provision, and that employment agreement is terminated due to the Company’s non-renewal of such agreement, all unvested equity compensation awards that are not 162(m) Awards that the Executive held on October 1, 2016 will become fully and immediately vested on the date that the new employment agreement terminates due to the Company’s non-renewal.

 

  4. No equity compensation awards that are granted to the Executive on or after October 1, 2016 will be subject to the terms of this Agreement.

All other provisions of the Employment Agreement remain in full force and effect through the expiration of the revised “Initial Term” at 5:00 p.m. CST on November, 15, 2016.

IN WITNESS WHEREOF , the Parties hereto have executed this Agreement on the date set forth above.

 

CONTANGO OIL & GAS COMPANY

/S/ B. JAMES FORD

By: B. JAMES FORD
EXECUTIVE

/S/ J. STEVEN MENGLE

By: J. STEVEN MENGLE

Exhibit 10.5

AMENDMENT AND EXTENSION OF EMPLOYMENT AGREEMENT

This Amendment and Extension of Employment Agreement (the “ AGREEMENT ”) is entered into as of October 10, 2016 by and between Thomas H. Atkins (“ EXECUTIVE ”) and Contango Oil & Gas Company (the “ COMPANY ”).

WHEREAS, the Company and Crimson Exploration Inc. (“ CRIMSON ”) entered into a strategic business combination transaction through the merger of a wholly owned subsidiary of the Company with and into Crimson (the “ MERGER ”), pursuant to an Agreement and Plan of Merger dated April 29, 2013.

WHEREAS , in connection with the Merger, the Company and the Executive (the “ PARTIES ”) entered into that certain Employment Agreement (the “ EMPLOYMENT AGREEMENT ”) dated April 29, 2013, which became effective on the closing of the Merger on October 1, 2013 (the “ EFFECTIVE DATE ”).

WHEREAS, the Employment Agreement was designed to expire upon the third anniversary of the Effective Date (the “ INITIAL TERM ”) with automatic two year extensions following the Initial Term (any such automatic extensions deemed to be included within the Initial Term), but prior to the end of the Initial Term the Company gave notice pursuant to Section 1.1 of the Employment Agreement that the Employment Agreement would expire without automatic extension at the end of the Initial Term.

WHEREAS, the Parties desire to further extend the Initial Term of the Employment Agreement from October 1, 2016 to the close of business on November 15, 2016, and to modify certain provisions of the agreement in order to provide time for the Parties to agree to terms of a new employment agreement.

NOW, THEREFORE , in consideration of the mutual covenants and obligations contained herein, the Parties agree to the following:

 

  1. Section 1.1 of the Employment Agreement is amended as follows: Notwithstanding any previous agreements between the Parties to the contrary, the Parties hereby agree that the definition of the “Initial Term” within the Employment Agreement is hereby modified to provide that the Initial Term expires at 5:00 p.m. CST on November 15, 2016. The Parties also agree that no further advance notice of nonrenewal is required to satisfy the notice requirement under this section for the extension provided for herein.

 

  2.

Section 3.2(a) of the Employment Agreement is amended as follows: The Parties hereby agree that the acceleration of vesting benefit provided Executive under Section 3.2(a) related to the Initial Term of the Employment Agreement and the ten (10) day period following the end of the Initial Term that the Parties have to enter into a new employment agreement (the “ Non-Renewal Vesting Provision ” ) is hereby waived until 5:00 p.m. CST on November 15, 2016. Any unvested equity compensation award (to the extent such award is not intended to be subject to performance-based vesting for purposes of qualifying as “performance-based

  compensation” pursuant to Section 162(m) of the Internal Revenue Code of 1986 (the “ 162(m) Awards ” )) held by the Executive on October 1, 2016 remains unvested until November 15, 2016 (unless it vests prior to November 15, 2016 under its normal vesting schedule), and to the extent that a new employment agreement is not executed by the Parties by 5:00 p.m. CST on November 15, 2016, all such unvested equity compensation awards that are not 162(m) Awards held by the Executive on November 15, 2016 that, absent this Agreement, would have otherwise vested at the end of the ten (10) day negotiation period beginning on October 1, 2016, will become fully and immediately vested on November 15, 2016.

 

  3. In the event that the Parties enter into a new employment agreement on or prior to 5:00 p.m. CST on November 15, 2016, but that employment agreement does not contain a substantially identical provision to the Non-Renewal Vesting Provision, and that employment agreement is terminated due to the Company’s non-renewal of such agreement, all unvested equity compensation awards that are not 162(m) Awards that the Executive held on October 1, 2016 will become fully and immediately vested on the date that the new employment agreement terminates due to the Company’s non-renewal.

 

  4. No equity compensation awards that are granted to the Executive on or after October 1, 2016 will be subject to the terms of this Agreement.

All other provisions of the Employment Agreement remain in full force and effect through the expiration of the revised “Initial Term” at 5:00 p.m. CST on November, 15, 2016.

IN WITNESS WHEREOF , the Parties hereto have executed this Agreement on the date set forth above.

 

CONTANGO OIL & GAS COMPANY

/S/ B. JAMES FORD

By: B. JAMES FORD
EXECUTIVE

/S/ THOMAS H. ATKINS

By: THOMAS H. ATKINS