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☒
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2019
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OR
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☐
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
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73-1521290
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(State or Other Jurisdiction of Incorporation or Organization)
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(IRS Employer Identification Number)
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3001 Quail Springs Parkway
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Oklahoma City,
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Oklahoma
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73134
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.01 per share
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GPOR
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Nasdaq Global Select Market
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Page
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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June 30, 2019
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December 31, 2018
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(In thousands, except share data)
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||||||
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Assets
|
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|
||||
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Current assets:
|
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|
||||
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Cash and cash equivalents
|
$
|
20,777
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|
$
|
52,297
|
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Accounts receivable—oil and natural gas sales
|
131,675
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210,200
|
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||
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Accounts receivable—joint interest and other
|
46,645
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|
22,497
|
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||
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Prepaid expenses and other current assets
|
9,474
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10,607
|
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Short-term derivative instruments
|
134,920
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21,352
|
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||
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Total current assets
|
343,491
|
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|
316,953
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||
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Property and equipment:
|
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||||
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Oil and natural gas properties, full-cost accounting, $2,836,441 and $2,873,037 excluded from amortization in 2019 and 2018, respectively
|
10,510,427
|
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10,026,836
|
|
||
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Other property and equipment
|
96,413
|
|
|
92,667
|
|
||
|
Accumulated depletion, depreciation, amortization and impairment
|
(4,882,729
|
)
|
|
(4,640,098
|
)
|
||
|
Property and equipment, net
|
5,724,111
|
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|
5,479,405
|
|
||
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Other assets:
|
|
|
|
||||
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Equity investments
|
119,307
|
|
|
236,121
|
|
||
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Long-term derivative instruments
|
5,036
|
|
|
—
|
|
||
|
Deferred tax asset
|
179,331
|
|
|
—
|
|
||
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Inventories
|
9,001
|
|
|
4,754
|
|
||
|
Operating lease assets
|
19,334
|
|
|
—
|
|
||
|
Operating lease assets - related parties
|
53,579
|
|
|
—
|
|
||
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Other assets
|
12,280
|
|
|
13,803
|
|
||
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Total other assets
|
397,868
|
|
|
254,678
|
|
||
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Total assets
|
$
|
6,465,470
|
|
|
$
|
6,051,036
|
|
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Liabilities and Stockholders’ Equity
|
|
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|
||||
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Current liabilities:
|
|
|
|
||||
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Accounts payable and accrued liabilities
|
$
|
493,830
|
|
|
$
|
518,380
|
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|
Short-term derivative instruments
|
198
|
|
|
20,401
|
|
||
|
Current portion of operating lease liabilities
|
17,999
|
|
|
—
|
|
||
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Current portion of operating lease liabilities - related parties
|
20,817
|
|
|
—
|
|
||
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Current maturities of long-term debt
|
615
|
|
|
651
|
|
||
|
Total current liabilities
|
533,459
|
|
|
539,432
|
|
||
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Long-term derivative instruments
|
210
|
|
|
13,992
|
|
||
|
Asset retirement obligation—long-term
|
88,491
|
|
|
79,952
|
|
||
|
Deferred tax liability
|
3,127
|
|
|
3,127
|
|
||
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Non-current operating lease liabilities
|
1,335
|
|
|
—
|
|
||
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Non-current operating lease liabilities - related parties
|
32,762
|
|
|
—
|
|
||
|
Long-term debt, net of current maturities
|
2,198,678
|
|
|
2,086,765
|
|
||
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Total liabilities
|
2,858,062
|
|
|
2,723,268
|
|
||
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Commitments and contingencies (Note 7)
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|
||||
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Preferred stock, $0.01 par value; 5,000,000 shares authorized (30,000 authorized as redeemable 12% cumulative preferred stock, Series A), and none issued and outstanding
|
—
|
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|
—
|
|
||
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Stockholders’ equity:
|
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|
||||
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Common stock - $0.01 par value, 200,000,000 shares authorized, 159,396,017 issued and outstanding at June 30, 2019 and 162,986,045 at December 31, 2018
|
1,594
|
|
|
1,630
|
|
||
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Paid-in capital
|
4,202,599
|
|
|
4,227,532
|
|
||
|
Accumulated other comprehensive loss
|
(48,615
|
)
|
|
(56,026
|
)
|
||
|
Accumulated deficit
|
(548,170
|
)
|
|
(845,368
|
)
|
||
|
Total stockholders’ equity
|
3,607,408
|
|
|
3,327,768
|
|
||
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Total liabilities and stockholders’ equity
|
$
|
6,465,470
|
|
|
$
|
6,051,036
|
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|
Three months ended June 30,
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Six months ended June 30,
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||||||||||||
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2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(In thousands, except share data)
|
||||||||||||||
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Revenues:
|
|
|
|
|
|
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|
||||||||
|
Natural gas sales
|
$
|
225,257
|
|
|
$
|
232,695
|
|
|
$
|
501,273
|
|
|
$
|
482,094
|
|
|
Oil and condensate sales
|
36,910
|
|
|
49,319
|
|
|
69,392
|
|
|
95,005
|
|
||||
|
Natural gas liquid sales
|
25,687
|
|
|
41,271
|
|
|
57,812
|
|
|
88,107
|
|
||||
|
Net gain (loss) on natural gas, oil and NGLs derivatives
|
171,140
|
|
|
(70,545
|
)
|
|
151,095
|
|
|
(87,074
|
)
|
||||
|
|
458,994
|
|
|
252,740
|
|
|
779,572
|
|
|
578,132
|
|
||||
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
|
Lease operating expenses
|
22,388
|
|
|
22,912
|
|
|
42,195
|
|
|
41,818
|
|
||||
|
Production taxes
|
8,098
|
|
|
7,659
|
|
|
16,019
|
|
|
14,513
|
|
||||
|
Midstream gathering and processing expenses
|
72,015
|
|
|
71,440
|
|
|
142,297
|
|
|
135,633
|
|
||||
|
Depreciation, depletion and amortization
|
124,951
|
|
|
121,915
|
|
|
243,384
|
|
|
232,933
|
|
||||
|
General and administrative expenses
|
13,265
|
|
|
14,008
|
|
|
24,823
|
|
|
27,107
|
|
||||
|
Accretion expense
|
1,359
|
|
|
1,015
|
|
|
2,426
|
|
|
2,019
|
|
||||
|
|
242,076
|
|
|
238,949
|
|
|
471,144
|
|
|
454,023
|
|
||||
|
INCOME FROM OPERATIONS
|
216,918
|
|
|
13,791
|
|
|
308,428
|
|
|
124,109
|
|
||||
|
OTHER EXPENSE (INCOME):
|
|
|
|
|
|
|
|
||||||||
|
Interest expense
|
34,880
|
|
|
33,704
|
|
|
69,000
|
|
|
67,669
|
|
||||
|
Interest income
|
(159
|
)
|
|
(33
|
)
|
|
(311
|
)
|
|
(70
|
)
|
||||
|
Insurance proceeds
|
(83
|
)
|
|
(231
|
)
|
|
(83
|
)
|
|
(231
|
)
|
||||
|
Gain on sale of equity method investments
|
—
|
|
|
(122,035
|
)
|
|
—
|
|
|
(122,035
|
)
|
||||
|
Loss (income) from equity method investments, net
|
125,582
|
|
|
(8,888
|
)
|
|
121,309
|
|
|
(22,424
|
)
|
||||
|
Other expense (income)
|
1,073
|
|
|
(45
|
)
|
|
646
|
|
|
(140
|
)
|
||||
|
|
161,293
|
|
|
(97,528
|
)
|
|
190,561
|
|
|
(77,231
|
)
|
||||
|
INCOME BEFORE INCOME TAXES
|
55,625
|
|
|
111,319
|
|
|
117,867
|
|
|
201,340
|
|
||||
|
INCOME TAX BENEFIT
|
(179,331
|
)
|
|
—
|
|
|
(179,331
|
)
|
|
(69
|
)
|
||||
|
NET INCOME
|
$
|
234,956
|
|
|
$
|
111,319
|
|
|
$
|
297,198
|
|
|
$
|
201,409
|
|
|
NET INCOME PER COMMON SHARE:
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
$
|
1.47
|
|
|
$
|
0.64
|
|
|
$
|
1.85
|
|
|
$
|
1.14
|
|
|
Diluted
|
$
|
1.47
|
|
|
$
|
0.64
|
|
|
$
|
1.84
|
|
|
$
|
1.13
|
|
|
Weighted average common shares outstanding—Basic
|
159,324,909
|
|
|
173,623,630
|
|
|
161,064,787
|
|
|
177,158,230
|
|
||||
|
Weighted average common shares outstanding—Diluted
|
159,506,826
|
|
|
174,140,627
|
|
|
161,590,087
|
|
|
177,737,282
|
|
||||
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(In thousands)
|
||||||||||||||
|
Net income
|
$
|
234,956
|
|
|
$
|
111,319
|
|
|
$
|
297,198
|
|
|
$
|
201,409
|
|
|
Foreign currency translation adjustment
|
3,610
|
|
|
(3,364
|
)
|
|
7,411
|
|
|
(8,867
|
)
|
||||
|
Other comprehensive income (loss)
|
3,610
|
|
|
(3,364
|
)
|
|
7,411
|
|
|
(8,867
|
)
|
||||
|
Comprehensive income
|
$
|
238,566
|
|
|
$
|
107,955
|
|
|
$
|
304,609
|
|
|
$
|
192,542
|
|
|
|
|
|
|
|
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive (Loss) Income
|
|
Accumulated
Deficit
|
|
Total
Stockholders’
Equity
|
|||||||||||
|
|
Common Stock
|
|
|
|
|
|||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
|
|
(In thousands, except share data)
|
|||||||||||||||||||||
|
Balance at January 1, 2019
|
162,986,045
|
|
|
$
|
1,630
|
|
|
$
|
4,227,532
|
|
|
$
|
(56,026
|
)
|
|
$
|
(845,368
|
)
|
|
$
|
3,327,768
|
|
|
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62,242
|
|
|
62,242
|
|
|||||
|
Other Comprehensive Income
|
—
|
|
|
—
|
|
|
—
|
|
|
3,801
|
|
|
—
|
|
|
3,801
|
|
|||||
|
Stock Compensation
|
—
|
|
|
—
|
|
|
2,785
|
|
|
—
|
|
|
—
|
|
|
2,785
|
|
|||||
|
Shares Repurchased
|
(3,618,634
|
)
|
|
(37
|
)
|
|
(28,293
|
)
|
|
—
|
|
|
—
|
|
|
(28,330
|
)
|
|||||
|
Issuance of Restricted Stock
|
54,554
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Balance at March 31, 2019
|
159,421,965
|
|
|
$
|
1,594
|
|
|
$
|
4,202,023
|
|
|
$
|
(52,225
|
)
|
|
$
|
(783,126
|
)
|
|
$
|
3,368,266
|
|
|
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
234,956
|
|
|
234,956
|
|
|||||
|
Other Comprehensive Income
|
—
|
|
|
—
|
|
|
—
|
|
|
3,610
|
|
|
—
|
|
|
3,610
|
|
|||||
|
Stock Compensation
|
—
|
|
|
—
|
|
|
2,846
|
|
|
—
|
|
|
—
|
|
|
2,846
|
|
|||||
|
Shares Repurchased
|
(296,587
|
)
|
|
(3
|
)
|
|
(2,267
|
)
|
|
—
|
|
|
—
|
|
|
(2,270
|
)
|
|||||
|
Issuance of Restricted Stock
|
270,639
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Balance at June 30, 2019
|
159,396,017
|
|
|
$
|
1,594
|
|
|
$
|
4,202,599
|
|
|
$
|
(48,615
|
)
|
|
$
|
(548,170
|
)
|
|
$
|
3,607,408
|
|
|
|
|
|
|
|
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive (Loss) Income
|
|
Accumulated
Deficit
|
|
Total
Stockholders’
Equity
|
|||||||||||
|
|
Common Stock
|
|
|
|
|
|||||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
|
|
(In thousands, except share data)
|
|||||||||||||||||||||
|
Balance at January 1, 2018
|
183,105,910
|
|
|
$
|
1,831
|
|
|
$
|
4,416,250
|
|
|
$
|
(40,539
|
)
|
|
$
|
(1,275,928
|
)
|
|
$
|
3,101,614
|
|
|
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
90,090
|
|
|
90,090
|
|
|||||
|
Other Comprehensive Loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,503
|
)
|
|
—
|
|
|
(5,503
|
)
|
|||||
|
Stock Compensation
|
—
|
|
|
—
|
|
|
2,685
|
|
|
—
|
|
|
—
|
|
|
2,685
|
|
|||||
|
Shares Repurchased
|
(9,692,356
|
)
|
|
(97
|
)
|
|
(99,900
|
)
|
|
—
|
|
|
—
|
|
|
(99,997
|
)
|
|||||
|
Issuance of Restricted Stock
|
109,933
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Balance at March 31, 2018
|
173,523,487
|
|
|
$
|
1,735
|
|
|
$
|
4,319,034
|
|
|
$
|
(46,042
|
)
|
|
$
|
(1,185,838
|
)
|
|
$
|
3,088,889
|
|
|
Net Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
111,319
|
|
|
111,319
|
|
|||||
|
Other Comprehensive Loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,364
|
)
|
|
—
|
|
|
(3,364
|
)
|
|||||
|
Stock Compensation
|
—
|
|
|
—
|
|
|
3,355
|
|
|
—
|
|
|
—
|
|
|
3,355
|
|
|||||
|
Shares Repurchased
|
(412,516
|
)
|
|
(4
|
)
|
|
(4,996
|
)
|
|
—
|
|
|
—
|
|
|
(5,000
|
)
|
|||||
|
Issuance of Restricted Stock
|
191,084
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Balance at June 30, 2018
|
173,302,055
|
|
|
$
|
1,733
|
|
|
$
|
4,317,391
|
|
|
$
|
(49,406
|
)
|
|
$
|
(1,074,519
|
)
|
|
$
|
3,195,199
|
|
|
|
Six months ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(In thousands)
|
||||||
|
Cash flows from operating activities:
|
|
|
|
||||
|
Net income
|
$
|
297,198
|
|
|
$
|
201,409
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
|
Accretion expense
|
2,426
|
|
|
2,019
|
|
||
|
Depletion, depreciation and amortization
|
243,384
|
|
|
232,933
|
|
||
|
Stock-based compensation expense
|
3,379
|
|
|
3,624
|
|
||
|
Loss (income) from equity investments
|
121,449
|
|
|
(22,322
|
)
|
||
|
Change in fair value of derivative instruments
|
(152,589
|
)
|
|
102,248
|
|
||
|
Deferred income tax benefit
|
(179,331
|
)
|
|
(69
|
)
|
||
|
Amortization of loan costs
|
3,191
|
|
|
3,006
|
|
||
|
Gain on sale of equity investments and other assets
|
(112
|
)
|
|
(122,035
|
)
|
||
|
Distributions from equity method investments
|
2,457
|
|
|
—
|
|
||
|
Changes in operating assets and liabilities:
|
|
|
|
||||
|
Decrease in accounts receivable—oil and natural gas sales
|
78,525
|
|
|
6,564
|
|
||
|
Increase in accounts receivable—joint interest and other
|
(24,148
|
)
|
|
(16,385
|
)
|
||
|
Increase in accounts receivable—related parties
|
—
|
|
|
(110
|
)
|
||
|
Decrease (increase) in prepaid expenses and other current assets
|
1,133
|
|
|
(5,786
|
)
|
||
|
Increase in other assets
|
(296
|
)
|
|
(1,517
|
)
|
||
|
(Decrease) increase in accounts payable, accrued liabilities and other
|
(87,560
|
)
|
|
28,184
|
|
||
|
Settlement of asset retirement obligation
|
(117
|
)
|
|
(719
|
)
|
||
|
Net cash provided by operating activities
|
308,989
|
|
|
411,044
|
|
||
|
Cash flows from investing activities:
|
|
|
|
||||
|
Additions to other property and equipment
|
(4,298
|
)
|
|
(6,252
|
)
|
||
|
Additions to oil and natural gas properties
|
(417,535
|
)
|
|
(579,734
|
)
|
||
|
Proceeds from sale of oil and natural gas properties
|
745
|
|
|
3,762
|
|
||
|
Proceeds from sale of other property and equipment
|
130
|
|
|
167
|
|
||
|
Proceeds from sale of equity method investments
|
—
|
|
|
221,965
|
|
||
|
Contributions to equity method investments
|
(432
|
)
|
|
(1,569
|
)
|
||
|
Distributions from equity method investments
|
1,945
|
|
|
1,196
|
|
||
|
Net cash used in investing activities
|
(419,445
|
)
|
|
(360,465
|
)
|
||
|
Cash flows from financing activities:
|
|
|
|
||||
|
Principal payments on borrowings
|
(345,350
|
)
|
|
(150,285
|
)
|
||
|
Borrowings on line of credit
|
455,000
|
|
|
225,000
|
|
||
|
Debt issuance costs and loan commitment fees
|
(114
|
)
|
|
(624
|
)
|
||
|
Payments for repurchase of stock
|
(30,600
|
)
|
|
(104,997
|
)
|
||
|
Net cash provided by (used in) financing activities
|
78,936
|
|
|
(30,906
|
)
|
||
|
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(31,520
|
)
|
|
19,673
|
|
||
|
Cash, cash equivalents and restricted cash at beginning of period
|
52,297
|
|
|
99,557
|
|
||
|
Cash, cash equivalents and restricted cash at end of period
|
$
|
20,777
|
|
|
$
|
119,230
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
|
Interest payments
|
$
|
67,472
|
|
|
$
|
59,915
|
|
|
Income tax receipts
|
$
|
(1,794
|
)
|
|
$
|
—
|
|
|
Supplemental disclosure of non-cash transactions:
|
|
|
|
||||
|
Capitalized stock-based compensation
|
$
|
2,252
|
|
|
$
|
2,416
|
|
|
Asset retirement obligation capitalized
|
$
|
6,230
|
|
|
$
|
535
|
|
|
Interest capitalized
|
$
|
1,771
|
|
|
$
|
2,351
|
|
|
Foreign currency translation gain (loss) on equity method investments
|
$
|
7,411
|
|
|
$
|
(8,867
|
)
|
|
1.
|
PROPERTY AND EQUIPMENT
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
|
(In thousands)
|
||||||
|
Oil and natural gas properties
|
$
|
10,510,427
|
|
|
$
|
10,026,836
|
|
|
Office furniture and fixtures
|
46,327
|
|
|
42,581
|
|
||
|
Building
|
44,565
|
|
|
44,565
|
|
||
|
Land
|
5,521
|
|
|
5,521
|
|
||
|
Total property and equipment
|
10,606,840
|
|
|
10,119,503
|
|
||
|
Accumulated depletion, depreciation, amortization and impairment
|
(4,882,729
|
)
|
|
(4,640,098
|
)
|
||
|
Property and equipment, net
|
$
|
5,724,111
|
|
|
$
|
5,479,405
|
|
|
|
June 30, 2019
|
||
|
|
(In thousands)
|
||
|
Utica
|
$
|
1,475,997
|
|
|
MidContinent
|
1,359,279
|
|
|
|
Niobrara
|
454
|
|
|
|
Southern Louisiana
|
611
|
|
|
|
Bakken
|
100
|
|
|
|
|
$
|
2,836,441
|
|
|
|
June 30, 2019
|
|
June 30, 2018
|
||||
|
|
(In thousands)
|
||||||
|
Asset retirement obligation, beginning of period
|
$
|
79,952
|
|
|
$
|
75,100
|
|
|
Liabilities incurred
|
5,153
|
|
|
909
|
|
||
|
Liabilities settled
|
(117
|
)
|
|
(719
|
)
|
||
|
Accretion expense
|
2,426
|
|
|
2,019
|
|
||
|
Revisions in estimated cash flows
|
1,077
|
|
|
(374
|
)
|
||
|
Asset retirement obligation as of end of period
|
88,491
|
|
|
76,935
|
|
||
|
Less current portion
|
—
|
|
|
120
|
|
||
|
Asset retirement obligation, long-term
|
$
|
88,491
|
|
|
$
|
76,815
|
|
|
2.
|
EQUITY INVESTMENTS
|
|
|
|
|
Carrying value
|
|
Loss (income) from equity method investments
|
|||||||||||||||||||||
|
|
Approximate ownership %
|
|
June 30, 2019
|
|
December 31, 2018
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
|||||||||||||||||
|
|
|
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||
|
|
|
|
(In thousands)
|
|||||||||||||||||||||||
|
Investment in Tatex Thailand II, LLC
|
23.5
|
%
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,945
|
)
|
|
$
|
(63
|
)
|
|
$
|
(2,085
|
)
|
|
$
|
(104
|
)
|
|
Investment in Grizzly Oil Sands ULC
|
24.9999
|
%
|
|
51,607
|
|
|
44,259
|
|
|
(54
|
)
|
|
228
|
|
|
339
|
|
|
558
|
|
||||||
|
Investment in Timber Wolf Terminals LLC(1)
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
534
|
|
|
—
|
|
|
536
|
|
||||||
|
Investment in Windsor Midstream LLC
|
22.5
|
%
|
|
39
|
|
|
39
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(9
|
)
|
||||||
|
Investment in Mammoth Energy Services, Inc.
|
21.8
|
%
|
|
67,661
|
|
|
191,823
|
|
|
127,581
|
|
|
(9,242
|
)
|
|
123,055
|
|
|
(22,712
|
)
|
||||||
|
Investment in Strike Force Midstream LLC(2)
|
—
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(336
|
)
|
|
—
|
|
|
(693
|
)
|
||||||
|
|
|
|
$
|
119,307
|
|
|
$
|
236,121
|
|
|
$
|
125,582
|
|
|
$
|
(8,888
|
)
|
|
$
|
121,309
|
|
|
$
|
(22,424
|
)
|
|
|
(1)
|
On June 5, 2018, the Company received its final distribution from Timber Wolf Terminals LLC ("Timber Wolf"). See below under Timber Wolf Terminals LLC for information regarding the subsequent dissolution of Timber Wolf.
|
||
|
(2)
|
On May 1, 2018, the Company sold its 25% interest in Strike Force Midstream LLC ("Strike Force") to EQT Midstream Partners, LP. See below under Strike Force Midstream LLC for information regarding this transaction.
|
||
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
|
|
||||||
|
|
(In thousands)
|
||||||
|
Current assets
|
$
|
477,559
|
|
|
$
|
471,733
|
|
|
Noncurrent assets
|
$
|
1,353,113
|
|
|
$
|
1,302,488
|
|
|
Current liabilities
|
$
|
167,901
|
|
|
$
|
239,975
|
|
|
Noncurrent liabilities
|
$
|
190,200
|
|
|
$
|
94,575
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(In thousands)
|
||||||||||||||
|
Gross revenue
|
$
|
179,114
|
|
|
$
|
566,404
|
|
|
$
|
443,958
|
|
|
$
|
1,067,537
|
|
|
Net (loss) income
|
$
|
(4,072
|
)
|
|
$
|
49,018
|
|
|
$
|
20,684
|
|
|
$
|
113,470
|
|
|
3.
|
LONG-TERM DEBT
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
|
(In thousands)
|
||||||
|
Revolving credit agreement(1)
|
$
|
155,000
|
|
|
$
|
45,000
|
|
|
6.625% senior unsecured notes due 2023
|
350,000
|
|
|
350,000
|
|
||
|
6.000% senior unsecured notes due 2024
|
650,000
|
|
|
650,000
|
|
||
|
6.375% senior unsecured notes due 2025
|
600,000
|
|
|
600,000
|
|
||
|
6.375% senior unsecured notes due 2026
|
450,000
|
|
|
450,000
|
|
||
|
Net unamortized debt issuance costs(2)
|
(28,426
|
)
|
|
(30,733
|
)
|
||
|
Construction loan
|
22,719
|
|
|
23,149
|
|
||
|
Less: current maturities of long term debt
|
(615
|
)
|
|
(651
|
)
|
||
|
Debt reflected as long term
|
$
|
2,198,678
|
|
|
$
|
2,086,765
|
|
|
4.
|
COMMON STOCK AND CHANGES IN CAPITALIZATION
|
|
5.
|
STOCK-BASED COMPENSATION
|
|
|
Number of
Unvested
Restricted Stock Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Number of
Unvested
Performance Vesting Restricted Stock Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|||||||
|
Unvested shares as of January 1, 2019
|
1,535,811
|
|
|
$
|
11.57
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Granted
|
770,661
|
|
|
6.96
|
|
|
228,659
|
|
|
9.66
|
|
|||
|
Vested
|
(325,193
|
)
|
|
10.08
|
|
|
—
|
|
|
—
|
|
|||
|
Forfeited
|
(8,776
|
)
|
|
12.44
|
|
|
—
|
|
|
—
|
|
|||
|
Unvested shares as of June 30, 2019
|
1,972,503
|
|
|
$
|
10.01
|
|
|
228,659
|
|
|
$
|
9.66
|
|
|
|
6.
|
EARNINGS PER SHARE
|
|
|
Three months ended June 30,
|
||||||||||||||||||||
|
|
2019
|
|
2018
|
||||||||||||||||||
|
|
Income
|
|
Shares
|
|
Per
Share
|
|
Income
|
|
Shares
|
|
Per
Share
|
||||||||||
|
|
(In thousands, except share data)
|
||||||||||||||||||||
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net income
|
$
|
234,956
|
|
|
159,324,909
|
|
|
$
|
1.47
|
|
|
$
|
111,319
|
|
|
173,623,630
|
|
|
$
|
0.64
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Stock options and awards
|
—
|
|
|
181,917
|
|
|
|
|
—
|
|
|
516,997
|
|
|
|
||||||
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net income
|
$
|
234,956
|
|
|
159,506,826
|
|
|
$
|
1.47
|
|
|
$
|
111,319
|
|
|
174,140,627
|
|
|
$
|
0.64
|
|
|
|
Six months ended June 30,
|
||||||||||||||||||||
|
|
2019
|
|
2018
|
||||||||||||||||||
|
|
Income
|
|
Shares
|
|
Per
Share |
|
Income
|
|
Shares
|
|
Per
Share |
||||||||||
|
|
(In thousands, except share data)
|
||||||||||||||||||||
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net income
|
$
|
297,198
|
|
|
161,064,787
|
|
|
$
|
1.85
|
|
|
$
|
201,409
|
|
|
177,158,230
|
|
|
$
|
1.14
|
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Stock options and awards
|
—
|
|
|
525,300
|
|
|
|
|
—
|
|
|
579,052
|
|
|
|
||||||
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net income
|
$
|
297,198
|
|
|
161,590,087
|
|
|
$
|
1.84
|
|
|
$
|
201,409
|
|
|
177,737,282
|
|
|
$
|
1.13
|
|
|
7.
|
COMMITMENTS AND CONTINGENCIES
|
|
|
|
(MMBtu per day)
|
|
|
Remaining 2019
|
|
493,000
|
|
|
2020
|
|
276,000
|
|
|
2021
|
|
179,000
|
|
|
2022
|
|
70,000
|
|
|
2023
|
|
42,000
|
|
|
Thereafter
|
|
25,000
|
|
|
Total
|
|
1,085,000
|
|
|
|
|
(In thousands)
|
||
|
Remaining 2019
|
|
$
|
122,128
|
|
|
2020
|
|
273,973
|
|
|
|
2021
|
|
273,011
|
|
|
|
2022
|
|
273,011
|
|
|
|
2023
|
|
268,209
|
|
|
|
Thereafter
|
|
2,283,229
|
|
|
|
Total
|
|
$
|
3,493,561
|
|
|
8.
|
DERIVATIVE INSTRUMENTS
|
|
|
Location
|
Daily Volume (MMBtu/day)
|
|
Weighted
Average Price |
|||
|
Remaining 2019
|
NYMEX Henry Hub
|
1,380,000
|
|
|
$
|
2.81
|
|
|
2020
|
NYMEX Henry Hub
|
204,000
|
|
|
$
|
2.77
|
|
|
|
Location
|
Daily Volume
(Bbls/day) |
|
Weighted
Average Price |
|||
|
Remaining 2019
|
Mont Belvieu C2
|
1,000
|
|
|
$
|
18.48
|
|
|
Remaining 2019
|
Mont Belvieu C3
|
4,000
|
|
|
$
|
29.02
|
|
|
Remaining 2019
|
Mont Belvieu C5
|
1,000
|
|
|
$
|
53.71
|
|
|
|
Location
|
Daily Volume (MMBtu/day)
|
|
Weighted Average Price
|
|||
|
Remaining 2019
|
NYMEX Henry Hub
|
30,000
|
|
|
$
|
3.10
|
|
|
|
Gulfport Pays
|
Gulfport Receives
|
Daily Volume (MMBtu/day)
|
|
Weighted Average Fixed Spread
|
|||
|
Remaining 2019
|
Transco Zone 4
|
NYMEX Plus Fixed Spread
|
60,000
|
|
|
$
|
(0.05
|
)
|
|
2020
|
Transco Zone 4
|
NYMEX Plus Fixed Spread
|
60,000
|
|
|
$
|
(0.05
|
)
|
|
2020
|
Fixed Spread
|
ONEOK Minus NYMEX
|
10,000
|
|
|
$
|
(0.54
|
)
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
|
(In thousands)
|
||||||
|
Short-term derivative instruments - asset
|
$
|
134,920
|
|
|
$
|
21,352
|
|
|
Long-term derivative instruments - asset
|
$
|
5,036
|
|
|
$
|
—
|
|
|
Short-term derivative instruments - liability
|
$
|
198
|
|
|
$
|
20,401
|
|
|
Long-term derivative instruments - liability
|
$
|
210
|
|
|
$
|
13,992
|
|
|
|
Net gain (loss) on derivative instruments
|
||||||||||||||
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
(In thousands)
|
||||||||||||||
|
Natural gas derivatives
|
$
|
152,475
|
|
|
$
|
(31,194
|
)
|
|
$
|
136,044
|
|
|
$
|
(40,890
|
)
|
|
Oil derivatives
|
11,871
|
|
|
(24,419
|
)
|
|
11,417
|
|
|
(33,566
|
)
|
||||
|
NGL derivatives
|
6,794
|
|
|
(14,932
|
)
|
|
3,634
|
|
|
(12,618
|
)
|
||||
|
Total
|
$
|
171,140
|
|
|
$
|
(70,545
|
)
|
|
$
|
151,095
|
|
|
$
|
(87,074
|
)
|
|
|
As of June 30, 2019
|
||||||||||
|
|
Gross Assets (Liabilities)
|
|
Gross Amounts
|
|
|
||||||
|
|
Presented in the
|
|
Subject to Master
|
|
Net
|
||||||
|
|
Consolidated Balance Sheets
|
|
Netting Agreements
|
|
Amount
|
||||||
|
|
(In thousands)
|
||||||||||
|
Derivative assets
|
$
|
139,956
|
|
|
$
|
(408
|
)
|
|
$
|
139,548
|
|
|
Derivative liabilities
|
$
|
(408
|
)
|
|
$
|
408
|
|
|
$
|
—
|
|
|
|
As of December 31, 2018
|
||||||||||
|
|
Gross Assets (Liabilities)
|
|
Gross Amounts
|
|
|
||||||
|
|
Presented in the
|
|
Subject to Master
|
|
Net
|
||||||
|
|
Consolidated Balance Sheets
|
|
Netting Agreements
|
|
Amount
|
||||||
|
|
(In thousands)
|
||||||||||
|
Derivative assets
|
$
|
21,352
|
|
|
$
|
(19,289
|
)
|
|
$
|
2,063
|
|
|
Derivative liabilities
|
$
|
(34,393
|
)
|
|
$
|
19,289
|
|
|
$
|
(15,104
|
)
|
|
9.
|
FAIR VALUE MEASUREMENTS
|
|
|
June 30, 2019
|
||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
|
|
(In thousands)
|
||||||||||
|
Assets:
|
|
|
|
|
|
||||||
|
Derivative Instruments
|
$
|
—
|
|
|
$
|
139,956
|
|
|
$
|
—
|
|
|
Liabilities:
|
|
|
|
|
|
||||||
|
Derivative Instruments
|
$
|
—
|
|
|
$
|
408
|
|
|
$
|
—
|
|
|
|
December 31, 2018
|
||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||
|
|
(In thousands)
|
||||||||||
|
Assets:
|
|
|
|
|
|
||||||
|
Derivative Instruments
|
$
|
—
|
|
|
$
|
21,352
|
|
|
$
|
—
|
|
|
Liabilities:
|
|
|
|
|
|
||||||
|
Derivative Instruments
|
$
|
—
|
|
|
$
|
34,393
|
|
|
$
|
—
|
|
|
10.
|
FAIR VALUE OF FINANCIAL INSTRUMENTS
|
|
11.
|
REVENUE FROM CONTRACTS WITH CUSTOMERS
|
|
12.
|
LEASES
|
|
|
|
(In thousands)
|
||
|
Remaining 2019
|
|
$
|
25,243
|
|
|
2020
|
|
27,481
|
|
|
|
2021
|
|
22,731
|
|
|
|
2022
|
|
115
|
|
|
|
2023
|
|
90
|
|
|
|
Thereafter
|
|
30
|
|
|
|
Total lease payments
|
|
$
|
75,690
|
|
|
Less: Imputed interest
|
|
(2,777
|
)
|
|
|
Total
|
|
$
|
72,913
|
|
|
(1)
|
The majority of the Company's total lease cost was capitalized to the full cost pool, and the remainder was included in general and administrative expenses in the accompanying consolidated statement of operations.
|
||
|
Cash paid for amounts included in the measurement of lease liabilities
|
|
(In thousands)
|
||
|
Operating cash flows from operating leases
|
|
$
|
120
|
|
|
Investing cash flow from operating leases
|
|
$
|
12,288
|
|
|
Investing cash flow from operating leases - related party
|
|
$
|
43,925
|
|
|
|
June 30, 2019
|
||||||||||||||||||
|
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents
|
$
|
10,940
|
|
|
$
|
9,799
|
|
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
20,777
|
|
|
Accounts receivable - oil and natural gas sales
|
4,116
|
|
|
127,559
|
|
|
—
|
|
|
—
|
|
|
131,675
|
|
|||||
|
Accounts receivable - joint interest and other
|
9,043
|
|
|
37,602
|
|
|
—
|
|
|
—
|
|
|
46,645
|
|
|||||
|
Accounts receivable - intercompany
|
819,584
|
|
|
433,776
|
|
|
—
|
|
|
(1,253,360
|
)
|
|
—
|
|
|||||
|
Prepaid expenses and other current assets
|
5,948
|
|
|
3,451
|
|
|
75
|
|
|
—
|
|
|
9,474
|
|
|||||
|
Short-term derivative instruments
|
134,920
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
134,920
|
|
|||||
|
Total current assets
|
984,551
|
|
|
612,187
|
|
|
113
|
|
|
(1,253,360
|
)
|
|
343,491
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Property and equipment:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Oil and natural gas properties, full-cost accounting
|
1,352,894
|
|
|
9,158,193
|
|
|
69
|
|
|
(729
|
)
|
|
10,510,427
|
|
|||||
|
Other property and equipment
|
92,343
|
|
|
751
|
|
|
3,319
|
|
|
—
|
|
|
96,413
|
|
|||||
|
Accumulated depletion, depreciation, amortization and impairment
|
(1,414,011
|
)
|
|
(3,468,663
|
)
|
|
(55
|
)
|
|
—
|
|
|
(4,882,729
|
)
|
|||||
|
Property and equipment, net
|
31,226
|
|
|
5,690,281
|
|
|
3,333
|
|
|
(729
|
)
|
|
5,724,111
|
|
|||||
|
Other assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Equity investments and investments in subsidiaries
|
5,171,925
|
|
|
—
|
|
|
51,607
|
|
|
(5,104,225
|
)
|
|
119,307
|
|
|||||
|
Long-term derivative instruments
|
5,036
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,036
|
|
|||||
|
Deferred tax asset
|
179,331
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
179,331
|
|
|||||
|
Inventories
|
188
|
|
|
8,813
|
|
|
—
|
|
|
—
|
|
|
9,001
|
|
|||||
|
Operating lease assets
|
19,334
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,334
|
|
|||||
|
Operating lease assets - related parties
|
53,579
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53,579
|
|
|||||
|
Other assets
|
11,682
|
|
|
598
|
|
|
—
|
|
|
—
|
|
|
12,280
|
|
|||||
|
Total other assets
|
5,441,075
|
|
|
9,411
|
|
|
51,607
|
|
|
(5,104,225
|
)
|
|
397,868
|
|
|||||
|
Total assets
|
$
|
6,456,852
|
|
|
$
|
6,311,879
|
|
|
$
|
55,053
|
|
|
$
|
(6,358,314
|
)
|
|
$
|
6,465,470
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Accounts payable and accrued liabilities
|
$
|
74,597
|
|
|
$
|
419,190
|
|
|
$
|
43
|
|
|
$
|
—
|
|
|
$
|
493,830
|
|
|
Accounts payable - intercompany
|
469,071
|
|
|
780,600
|
|
|
3,689
|
|
|
(1,253,360
|
)
|
|
—
|
|
|||||
|
Short-term derivative instruments
|
198
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
198
|
|
|||||
|
Current portion of operating lease liabilities
|
17,999
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,999
|
|
|||||
|
Current portion of operating lease liabilities - related parties
|
20,817
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,817
|
|
|||||
|
Current maturities of long-term debt
|
615
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
615
|
|
|||||
|
Total current liabilities
|
583,297
|
|
|
1,199,790
|
|
|
3,732
|
|
|
(1,253,360
|
)
|
|
533,459
|
|
|||||
|
Long-term derivative instruments
|
210
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
210
|
|
|||||
|
Asset retirement obligation - long-term
|
30,035
|
|
|
58,456
|
|
|
—
|
|
|
—
|
|
|
88,491
|
|
|||||
|
Deferred tax liability
|
3,127
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,127
|
|
|||||
|
Non-current operating lease liabilities
|
1,335
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,335
|
|
|||||
|
Non-current operating lease liabilities - related parties
|
32,762
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,762
|
|
|||||
|
Long-term debt, net of current maturities
|
2,198,678
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,198,678
|
|
|||||
|
Total liabilities
|
2,849,444
|
|
|
1,258,246
|
|
|
3,732
|
|
|
(1,253,360
|
)
|
|
2,858,062
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Stockholders’ equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Common stock
|
1,594
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,594
|
|
|||||
|
Paid-in capital
|
4,202,599
|
|
|
4,170,574
|
|
|
262,059
|
|
|
(4,432,633
|
)
|
|
4,202,599
|
|
|||||
|
Accumulated other comprehensive loss
|
(48,615
|
)
|
|
—
|
|
|
(46,527
|
)
|
|
46,527
|
|
|
(48,615
|
)
|
|||||
|
(Accumulated deficit) retained earnings
|
(548,170
|
)
|
|
883,059
|
|
|
(164,211
|
)
|
|
(718,848
|
)
|
|
(548,170
|
)
|
|||||
|
Total stockholders’ equity
|
3,607,408
|
|
|
5,053,633
|
|
|
51,321
|
|
|
(5,104,954
|
)
|
|
3,607,408
|
|
|||||
|
Total liabilities and stockholders’ equity
|
$
|
6,456,852
|
|
|
$
|
6,311,879
|
|
|
$
|
55,053
|
|
|
$
|
(6,358,314
|
)
|
|
$
|
6,465,470
|
|
|
|
December 31, 2018
|
||||||||||||||||||
|
|
Parent
|
|
Guarantors
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents
|
$
|
25,585
|
|
|
$
|
26,711
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
52,297
|
|
|
Accounts receivable - oil and natural gas sales
|
146,075
|
|
|
64,125
|
|
|
—
|
|
|
—
|
|
|
210,200
|
|
|||||
|
Accounts receivable - joint interest and other
|
16,212
|
|
|
6,285
|
|
|
—
|
|
|
—
|
|
|
22,497
|
|
|||||
|
Accounts receivable - intercompany
|
671,633
|
|
|
319,464
|
|
|
—
|
|
|
(991,097
|
)
|
|
—
|
|
|||||
|
Prepaid expenses and other current assets
|
8,433
|
|
|
2,174
|
|
|
—
|
|
|
—
|
|
|
10,607
|
|
|||||
|
Short-term derivative instruments
|
21,352
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,352
|
|
|||||
|
Total current assets
|
889,290
|
|
|
418,759
|
|
|
1
|
|
|
(991,097
|
)
|
|
316,953
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Property and equipment:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Oil and natural gas properties, full-cost accounting,
|
7,044,550
|
|
|
2,983,015
|
|
|
—
|
|
|
(729
|
)
|
|
10,026,836
|
|
|||||
|
Other property and equipment
|
91,916
|
|
|
751
|
|
|
—
|
|
|
—
|
|
|
92,667
|
|
|||||
|
Accumulated depletion, depreciation, amortization and impairment
|
(4,640,059
|
)
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
(4,640,098
|
)
|
|||||
|
Property and equipment, net
|
2,496,407
|
|
|
2,983,727
|
|
|
—
|
|
|
(729
|
)
|
|
5,479,405
|
|
|||||
|
Other assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Equity investments and investments in subsidiaries
|
2,856,988
|
|
|
—
|
|
|
44,259
|
|
|
(2,665,126
|
)
|
|
236,121
|
|
|||||
|
Inventories
|
3,620
|
|
|
1,134
|
|
|
—
|
|
|
—
|
|
|
4,754
|
|
|||||
|
Other assets
|
12,624
|
|
|
1,178
|
|
|
—
|
|
|
1
|
|
|
13,803
|
|
|||||
|
Total other assets
|
2,873,232
|
|
|
2,312
|
|
|
44,259
|
|
|
(2,665,125
|
)
|
|
254,678
|
|
|||||
|
Total assets
|
$
|
6,258,929
|
|
|
$
|
3,404,798
|
|
|
$
|
44,260
|
|
|
$
|
(3,656,951
|
)
|
|
$
|
6,051,036
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Accounts payable and accrued liabilities
|
$
|
419,107
|
|
|
$
|
99,273
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
518,380
|
|
|
Accounts payable - intercompany
|
320,259
|
|
|
670,708
|
|
|
130
|
|
|
(991,097
|
)
|
|
—
|
|
|||||
|
Short-term derivative instruments
|
20,401
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,401
|
|
|||||
|
Current maturities of long-term debt
|
651
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
651
|
|
|||||
|
Total current liabilities
|
760,418
|
|
|
769,981
|
|
|
130
|
|
|
(991,097
|
)
|
|
539,432
|
|
|||||
|
Long-term derivative instruments
|
13,992
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,992
|
|
|||||
|
Asset retirement obligation - long-term
|
66,859
|
|
|
13,093
|
|
|
—
|
|
|
—
|
|
|
79,952
|
|
|||||
|
Deferred tax liability
|
3,127
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,127
|
|
|||||
|
Long-term debt, net of current maturities
|
2,086,765
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,086,765
|
|
|||||
|
Total liabilities
|
2,931,161
|
|
|
783,074
|
|
|
130
|
|
|
(991,097
|
)
|
|
2,723,268
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Stockholders’ equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Common stock
|
1,630
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,630
|
|
|||||
|
Paid-in capital
|
4,227,532
|
|
|
1,915,598
|
|
|
261,626
|
|
|
(2,177,224
|
)
|
|
4,227,532
|
|
|||||
|
Accumulated other comprehensive loss
|
(56,026
|
)
|
|
—
|
|
|
(53,783
|
)
|
|
53,783
|
|
|
(56,026
|
)
|
|||||
|
(Accumulated deficit) retained earnings
|
(845,368
|
)
|
|
706,126
|
|
|
(163,713
|
)
|
|
(542,413
|
)
|
|
(845,368
|
)
|
|||||
|
Total stockholders’ equity
|
3,327,768
|
|
|
2,621,724
|
|
|
44,130
|
|
|
(2,665,854
|
)
|
|
3,327,768
|
|
|||||
|
Total liabilities and stockholders’ equity
|
$
|
6,258,929
|
|
|
$
|
3,404,798
|
|
|
$
|
44,260
|
|
|
$
|
(3,656,951
|
)
|
|
$
|
6,051,036
|
|
|
|
Three months ended June 30, 2019
|
||||||||||||||||||
|
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total revenues
|
$
|
280,291
|
|
|
$
|
178,703
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
458,994
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Lease operating expenses
|
12,256
|
|
|
10,132
|
|
|
—
|
|
|
—
|
|
|
22,388
|
|
|||||
|
Production taxes
|
2,820
|
|
|
5,278
|
|
|
—
|
|
|
—
|
|
|
8,098
|
|
|||||
|
Midstream gathering and processing expenses
|
28,121
|
|
|
43,894
|
|
|
—
|
|
|
—
|
|
|
72,015
|
|
|||||
|
Depreciation, depletion and amortization
|
80,132
|
|
|
44,764
|
|
|
55
|
|
|
—
|
|
|
124,951
|
|
|||||
|
General and administrative expenses
|
16,745
|
|
|
(3,583
|
)
|
|
103
|
|
|
—
|
|
|
13,265
|
|
|||||
|
Accretion expense
|
438
|
|
|
921
|
|
|
—
|
|
|
—
|
|
|
1,359
|
|
|||||
|
|
140,512
|
|
|
101,406
|
|
|
158
|
|
|
—
|
|
|
242,076
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
INCOME (LOSS) FROM OPERATIONS
|
139,779
|
|
|
77,297
|
|
|
(158
|
)
|
|
—
|
|
|
216,918
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
OTHER EXPENSE (INCOME):
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Interest expense
|
35,835
|
|
|
(955
|
)
|
|
—
|
|
|
—
|
|
|
34,880
|
|
|||||
|
Interest income
|
(120
|
)
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
(159
|
)
|
|||||
|
Insurance proceeds
|
(83
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(83
|
)
|
|||||
|
Loss (income) from equity method investments and investments in subsidiaries
|
47,449
|
|
|
—
|
|
|
(54
|
)
|
|
78,187
|
|
|
125,582
|
|
|||||
|
Other expense
|
1,073
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,073
|
|
|||||
|
|
84,154
|
|
|
(994
|
)
|
|
(54
|
)
|
|
78,187
|
|
|
161,293
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
INCOME (LOSS) BEFORE INCOME TAXES
|
55,625
|
|
|
78,291
|
|
|
(104
|
)
|
|
(78,187
|
)
|
|
55,625
|
|
|||||
|
INCOME TAX BENEFIT
|
(179,331
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(179,331
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
NET INCOME (LOSS)
|
$
|
234,956
|
|
|
$
|
78,291
|
|
|
$
|
(104
|
)
|
|
$
|
(78,187
|
)
|
|
$
|
234,956
|
|
|
|
Three months ended June 30, 2018
|
||||||||||||||||||
|
|
Parent
|
|
Guarantors
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total revenues
|
$
|
146,774
|
|
|
$
|
105,966
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
252,740
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Lease operating expenses
|
16,593
|
|
|
6,319
|
|
|
—
|
|
|
—
|
|
|
22,912
|
|
|||||
|
Production taxes
|
4,793
|
|
|
2,866
|
|
|
—
|
|
|
—
|
|
|
7,659
|
|
|||||
|
Midstream gathering and processing expenses
|
52,542
|
|
|
18,898
|
|
|
—
|
|
|
—
|
|
|
71,440
|
|
|||||
|
Depreciation, depletion and amortization
|
121,915
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
121,915
|
|
|||||
|
General and administrative expenses
|
14,975
|
|
|
(968
|
)
|
|
1
|
|
|
—
|
|
|
14,008
|
|
|||||
|
Accretion expense
|
795
|
|
|
220
|
|
|
—
|
|
|
—
|
|
|
1,015
|
|
|||||
|
|
211,613
|
|
|
27,335
|
|
|
1
|
|
|
—
|
|
|
238,949
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(LOSS) INCOME FROM OPERATIONS
|
(64,839
|
)
|
|
78,631
|
|
|
(1
|
)
|
|
—
|
|
|
13,791
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
OTHER (INCOME) EXPENSE:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Interest expense
|
34,663
|
|
|
(959
|
)
|
|
—
|
|
|
—
|
|
|
33,704
|
|
|||||
|
Interest income
|
(27
|
)
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|||||
|
Insurance proceeds
|
(231
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(231
|
)
|
|||||
|
Gain on sale of equity method investments
|
(25,616
|
)
|
|
(96,419
|
)
|
|
—
|
|
|
—
|
|
|
(122,035
|
)
|
|||||
|
(Income) loss from equity method investments and investments in subsidiaries
|
(183,901
|
)
|
|
(336
|
)
|
|
228
|
|
|
175,121
|
|
|
(8,888
|
)
|
|||||
|
Other (income) expense
|
(1,046
|
)
|
|
1
|
|
|
—
|
|
|
1,000
|
|
|
(45
|
)
|
|||||
|
|
(176,158
|
)
|
|
(97,719
|
)
|
|
228
|
|
|
176,121
|
|
|
(97,528
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
INCOME (LOSS) BEFORE INCOME TAXES
|
111,319
|
|
|
176,350
|
|
|
(229
|
)
|
|
(176,121
|
)
|
|
111,319
|
|
|||||
|
INCOME TAX BENEFIT
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
NET INCOME (LOSS)
|
$
|
111,319
|
|
|
$
|
176,350
|
|
|
$
|
(229
|
)
|
|
$
|
(176,121
|
)
|
|
$
|
111,319
|
|
|
|
Six months ended June 30, 2019
|
||||||||||||||||||
|
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total revenues
|
$
|
466,537
|
|
|
$
|
313,035
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
779,572
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Lease operating expenses
|
27,149
|
|
|
15,046
|
|
|
—
|
|
|
—
|
|
|
42,195
|
|
|||||
|
Production taxes
|
6,081
|
|
|
9,938
|
|
|
—
|
|
|
—
|
|
|
16,019
|
|
|||||
|
Midstream gathering and processing expenses
|
71,420
|
|
|
70,877
|
|
|
—
|
|
|
—
|
|
|
142,297
|
|
|||||
|
Depreciation, depletion, and amortization
|
198,564
|
|
|
44,765
|
|
|
55
|
|
|
—
|
|
|
243,384
|
|
|||||
|
General and administrative expenses
|
28,977
|
|
|
(4,258
|
)
|
|
104
|
|
|
—
|
|
|
24,823
|
|
|||||
|
Accretion expense
|
1,389
|
|
|
1,037
|
|
|
—
|
|
|
—
|
|
|
2,426
|
|
|||||
|
|
333,580
|
|
|
137,405
|
|
|
159
|
|
|
—
|
|
|
471,144
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
INCOME (LOSS) FROM OPERATIONS
|
132,957
|
|
|
175,630
|
|
|
(159
|
)
|
|
—
|
|
|
308,428
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
OTHER EXPENSE (INCOME):
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Interest expense
|
70,259
|
|
|
(1,259
|
)
|
|
—
|
|
|
—
|
|
|
69,000
|
|
|||||
|
Interest income
|
(267
|
)
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
(311
|
)
|
|||||
|
Insurance proceeds
|
(83
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(83
|
)
|
|||||
|
(Income) loss from equity method investments and investments in subsidiaries
|
(55,465
|
)
|
|
—
|
|
|
339
|
|
|
176,435
|
|
|
121,309
|
|
|||||
|
Other expense
|
646
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
646
|
|
|||||
|
|
15,090
|
|
|
(1,303
|
)
|
|
339
|
|
|
176,435
|
|
|
190,561
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
INCOME (LOSS) BEFORE INCOME TAXES
|
117,867
|
|
|
176,933
|
|
|
(498
|
)
|
|
(176,435
|
)
|
|
117,867
|
|
|||||
|
INCOME TAX BENEFIT
|
(179,331
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(179,331
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
NET INCOME (LOSS)
|
$
|
297,198
|
|
|
$
|
176,933
|
|
|
$
|
(498
|
)
|
|
$
|
(176,435
|
)
|
|
$
|
297,198
|
|
|
|
Six months ended June 30, 2018
|
||||||||||||||||||
|
|
Parent
|
|
Guarantors
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total revenues
|
$
|
360,335
|
|
|
$
|
217,797
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
578,132
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Lease operating expenses
|
30,424
|
|
|
11,394
|
|
|
—
|
|
|
—
|
|
|
41,818
|
|
|||||
|
Production taxes
|
8,804
|
|
|
5,709
|
|
|
—
|
|
|
—
|
|
|
14,513
|
|
|||||
|
Midstream gathering and processing expenses
|
98,208
|
|
|
37,425
|
|
|
—
|
|
|
—
|
|
|
135,633
|
|
|||||
|
Depreciation, depletion, and amortization
|
232,932
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
232,933
|
|
|||||
|
General and administrative expenses
|
28,786
|
|
|
(1,681
|
)
|
|
2
|
|
|
—
|
|
|
27,107
|
|
|||||
|
Accretion expense
|
1,585
|
|
|
434
|
|
|
—
|
|
|
—
|
|
|
2,019
|
|
|||||
|
|
400,739
|
|
|
53,282
|
|
|
2
|
|
|
—
|
|
|
454,023
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
(LOSS) INCOME FROM OPERATIONS
|
(40,404
|
)
|
|
164,515
|
|
|
(2
|
)
|
|
—
|
|
|
124,109
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
OTHER (INCOME) EXPENSE:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Interest expense
|
69,056
|
|
|
(1,387
|
)
|
|
—
|
|
|
—
|
|
|
67,669
|
|
|||||
|
Interest income
|
(58
|
)
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
|||||
|
Insurance proceeds
|
(231
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(231
|
)
|
|||||
|
Gain on sale of equity method investments
|
(25,616
|
)
|
|
(96,419
|
)
|
|
—
|
|
|
—
|
|
|
(122,035
|
)
|
|||||
|
(Income) loss from equity method investments and investments in subsidiaries
|
(283,765
|
)
|
|
(693
|
)
|
|
558
|
|
|
261,476
|
|
|
(22,424
|
)
|
|||||
|
Other (income) expense
|
(1,130
|
)
|
|
(10
|
)
|
|
—
|
|
|
1,000
|
|
|
(140
|
)
|
|||||
|
|
(241,744
|
)
|
|
(98,521
|
)
|
|
558
|
|
|
262,476
|
|
|
(77,231
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
INCOME (LOSS) BEFORE INCOME TAXES
|
201,340
|
|
|
263,036
|
|
|
(560
|
)
|
|
(262,476
|
)
|
|
201,340
|
|
|||||
|
INCOME TAX BENEFIT
|
(69
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(69
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
NET INCOME (LOSS)
|
$
|
201,409
|
|
|
$
|
263,036
|
|
|
$
|
(560
|
)
|
|
$
|
(262,476
|
)
|
|
$
|
201,409
|
|
|
|
Three months ended June 30, 2019
|
||||||||||||||||||
|
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net income (loss)
|
$
|
234,956
|
|
|
$
|
78,291
|
|
|
$
|
(104
|
)
|
|
$
|
(78,187
|
)
|
|
$
|
234,956
|
|
|
Foreign currency translation adjustment
|
3,610
|
|
|
61
|
|
|
3,549
|
|
|
(3,610
|
)
|
|
3,610
|
|
|||||
|
Other comprehensive income (loss)
|
3,610
|
|
|
61
|
|
|
3,549
|
|
|
(3,610
|
)
|
|
3,610
|
|
|||||
|
Comprehensive income (loss)
|
$
|
238,566
|
|
|
$
|
78,352
|
|
|
$
|
3,445
|
|
|
$
|
(81,797
|
)
|
|
$
|
238,566
|
|
|
|
Three months ended June 30, 2018
|
||||||||||||||||||
|
|
Parent
|
|
Guarantors
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net income (loss)
|
$
|
111,319
|
|
|
$
|
176,350
|
|
|
$
|
(229
|
)
|
|
$
|
(176,121
|
)
|
|
$
|
111,319
|
|
|
Foreign currency translation adjustment
|
(3,364
|
)
|
|
14
|
|
|
(3,378
|
)
|
|
3,364
|
|
|
(3,364
|
)
|
|||||
|
Other comprehensive (loss) income
|
(3,364
|
)
|
|
14
|
|
|
(3,378
|
)
|
|
3,364
|
|
|
(3,364
|
)
|
|||||
|
Comprehensive income (loss)
|
$
|
107,955
|
|
|
$
|
176,364
|
|
|
$
|
(3,607
|
)
|
|
$
|
(172,757
|
)
|
|
$
|
107,955
|
|
|
|
Six months ended June 30, 2019
|
||||||||||||||||||
|
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net income (loss)
|
$
|
297,198
|
|
|
$
|
176,933
|
|
|
$
|
(498
|
)
|
|
$
|
(176,435
|
)
|
|
$
|
297,198
|
|
|
Foreign currency translation adjustment
|
7,411
|
|
|
155
|
|
|
7,256
|
|
|
(7,411
|
)
|
|
7,411
|
|
|||||
|
Other comprehensive income (loss)
|
7,411
|
|
|
155
|
|
|
7,256
|
|
|
(7,411
|
)
|
|
7,411
|
|
|||||
|
Comprehensive income (loss)
|
$
|
304,609
|
|
|
$
|
177,088
|
|
|
$
|
6,758
|
|
|
$
|
(183,846
|
)
|
|
$
|
304,609
|
|
|
|
Six months ended June 30, 2018
|
||||||||||||||||||
|
|
Parent
|
|
Guarantors
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
||||||||||||||||||
|
Net income (loss)
|
$
|
201,409
|
|
|
$
|
263,036
|
|
|
$
|
(560
|
)
|
|
$
|
(262,476
|
)
|
|
$
|
201,409
|
|
|
Foreign currency translation adjustment
|
(8,867
|
)
|
|
(173
|
)
|
|
(8,694
|
)
|
|
8,867
|
|
|
(8,867
|
)
|
|||||
|
Other comprehensive (loss) income
|
(8,867
|
)
|
|
(173
|
)
|
|
(8,694
|
)
|
|
8,867
|
|
|
(8,867
|
)
|
|||||
|
Comprehensive income (loss)
|
$
|
192,542
|
|
|
$
|
262,863
|
|
|
$
|
(9,254
|
)
|
|
$
|
(253,609
|
)
|
|
$
|
192,542
|
|
|
|
Six months ended June 30, 2019
|
||||||||||||||||||
|
|
Parent
|
|
Guarantors
|
|
Non-Guarantors
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net cash provided by operating activities
|
$
|
230,776
|
|
|
$
|
74,857
|
|
|
$
|
3,355
|
|
|
$
|
1
|
|
|
$
|
308,989
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net cash (used in) provided by investing activities
|
(324,357
|
)
|
|
(91,769
|
)
|
|
(3,751
|
)
|
|
432
|
|
|
(419,445
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net cash provided by (used in) financing activities
|
78,936
|
|
|
—
|
|
|
433
|
|
|
(433
|
)
|
|
78,936
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(14,645
|
)
|
|
(16,912
|
)
|
|
37
|
|
|
—
|
|
|
(31,520
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash, cash equivalents and restricted cash at beginning of period
|
25,585
|
|
|
26,711
|
|
|
1
|
|
|
—
|
|
|
52,297
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash, cash equivalents and restricted cash at end of period
|
$
|
10,940
|
|
|
$
|
9,799
|
|
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
20,777
|
|
|
|
Six months ended June 30, 2018
|
||||||||||||||||||
|
|
Parent
|
|
Guarantors
|
|
Non-Guarantor
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net cash provided by operating activities
|
$
|
370,965
|
|
|
$
|
40,078
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
411,044
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net cash (used in) provided by investing activities
|
(327,362
|
)
|
|
(33,103
|
)
|
|
(1,569
|
)
|
|
1,569
|
|
|
(360,465
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net cash (used in) provided by financing activities
|
(30,906
|
)
|
|
—
|
|
|
1,570
|
|
|
(1,570
|
)
|
|
(30,906
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Net increase in cash, cash equivalents and restricted cash
|
12,697
|
|
|
6,975
|
|
|
1
|
|
|
—
|
|
|
19,673
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash, cash equivalents and restricted cash at beginning of period
|
67,908
|
|
|
31,649
|
|
|
—
|
|
|
—
|
|
|
99,557
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash, cash equivalents and restricted cash at end of period
|
$
|
80,605
|
|
|
$
|
38,624
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
119,230
|
|
|
15.
|
RECENT ACCOUNTING PRONOUNCEMENTS
|
|
16.
|
SUBSEQUENT EVENTS
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
•
|
During the six months ended June 30, 2019, we spud 11 gross (9.4 net) wells in the Utica Shale and participated in three additional gross (0.8 net) wells that were drilled by other operators on our Utica Shale acreage. In addition, during the six months ended June 30, 2019, we spud seven gross (5.7 net) wells in the SCOOP and participated in an additional 28 gross (0.6 net) wells that were drilled by other operators on our SCOOP acreage. Of the 18 new wells we spud, at June 30, 2019, 16 were in various stages of completion and two were being drilled. In addition, 31 gross and net operated wells were turned-to-sales in our Utica Shale operating area and nine gross (8.7 net) operated wells were turned-to-sales in our SCOOP operating area during the six months ended June 30, 2019.
|
|
•
|
For the six months ended June 30, 2019, we decreased our unit general and administrative expense by 9% to $0.10 per Mcfe from $0.11 per Mcfe for the six months ended June 30, 2018.
|
|
•
|
In January 2019, our board of directors approved a new stock repurchase program to acquire up to $400 million of our outstanding common stock within a 24 month period, which we believe underscores the confidence we have in our business model, financial performance and asset base. As of July 26, 2019, we have repurchased approximately 3.8 million shares of our outstanding common stock pursuant to the plan for total consideration of approximately $30.0 million.
|
|
•
|
In December of 2018, we entered into an agreement to sell our non-core assets located in the WCBB and Hackberry fields of Louisiana to an undisclosed third party for a purchase price of approximately $19.7 million. We received approximately $9.2 million in cash and retained contingent overriding royalty interests. In addition, we could also receive contingent payments based on commodity prices exceeding certain thresholds over the next two years. The buyer has agreed to assume all plugging and abandonment liabilities associated with these assets. The effective date of the transaction is August 15, 2018. The sale closed on July 3, 2019, subject to customary post-closing terms and conditions.
|
|
•
|
In July 2019, we used borrowings under our revolving credit facility to repurchase in the open market approximately $104.4 million aggregate principal amount of our outstanding 2023 Notes, 2024 Notes, 2025 Notes and 2026 Notes for $80.3 million.
|
|
•
|
A $241.7 million increase in natural gas, oil and condensate and NGLs sales due to a favorable change in gains and losses from derivative instruments. Of the total change, $224.6 million was due to a favorable change in the fair value of our open derivative positions in each period and $17.1 million was due to favorable changes in settlements related to our derivative positions. The favorable change in fair value of our open derivative positions is primarily a result of the decrease in the forward curve prices for natural gas from the previous reporting period.
|
|
•
|
A $12.4 million decrease in oil and condensate sales without the impact of derivatives due to a 14% decrease in oil and condensate market prices and a 13% decrease in oil and condensate sales volumes.
|
|
•
|
A $15.6 million decrease in NGLs sales without the impact of derivatives due to a 36% decrease in NGLs market prices and a 2% decrease in NGLs sales volumes.
|
|
•
|
A $7.4 million decrease in natural gas sales without the impact of derivatives due to a 6% decrease in natural gas market prices, partially offset by a 3% increase in natural gas sales volumes.
|
|
|
Three months ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
($ In thousands)
|
||||||
|
Natural gas sales
|
|
|
|
||||
|
Natural gas production volumes (MMcf)
|
111,603
|
|
|
108,236
|
|
||
|
|
|
|
|
||||
|
Total natural gas sales
|
$
|
225,257
|
|
|
$
|
232,695
|
|
|
|
|
|
|
||||
|
Natural gas sales without the impact of derivatives ($/Mcf)
|
$
|
2.02
|
|
|
$
|
2.15
|
|
|
Impact from settled derivatives ($/Mcf)
|
$
|
0.18
|
|
|
$
|
0.17
|
|
|
Average natural gas sales price, including settled derivatives ($/Mcf)
|
$
|
2.20
|
|
|
$
|
2.32
|
|
|
|
|
|
|
||||
|
Oil and condensate sales
|
|
|
|
||||
|
Oil and condensate production volumes (MBbls)
|
649
|
|
|
744
|
|
||
|
|
|
|
|
||||
|
Total oil and condensate sales
|
$
|
36,910
|
|
|
$
|
49,319
|
|
|
|
|
|
|
||||
|
Oil and condensate sales without the impact of derivatives ($/Bbl)
|
$
|
56.85
|
|
|
$
|
66.26
|
|
|
Impact from settled derivatives ($/Bbl)
|
$
|
0.57
|
|
|
$
|
(10.97
|
)
|
|
Average oil and condensate sales price, including settled derivatives ($/Bbl)
|
$
|
57.42
|
|
|
$
|
55.29
|
|
|
|
|
|
|
||||
|
NGLs sales
|
|
|
|
||||
|
NGLs production volumes (MGal)
|
57,189
|
|
|
58,512
|
|
||
|
|
|
|
|
||||
|
Total NGLs
|
$
|
25,687
|
|
|
$
|
41,271
|
|
|
|
|
|
|
||||
|
NGLs sales without the impact of derivatives ($/Gal)
|
$
|
0.45
|
|
|
$
|
0.71
|
|
|
Impact from settled derivatives ($/Gal)
|
$
|
0.06
|
|
|
$
|
(0.07
|
)
|
|
Average NGLs sales price, including settled derivatives ($/Gal)
|
$
|
0.51
|
|
|
$
|
0.64
|
|
|
|
|
|
|
||||
|
Natural gas, oil and condensate and NGLs sales
|
|
|
|
||||
|
Natural gas equivalents (MMcfe)
|
123,668
|
|
|
121,061
|
|
||
|
|
|
|
|
||||
|
Total natural gas, oil and condensate and NGLs sales
|
$
|
287,854
|
|
|
$
|
323,285
|
|
|
|
|
|
|
||||
|
Natural gas, oil and condensate and NGLs sales without the impact of derivatives ($/Mcfe)
|
$
|
2.33
|
|
|
$
|
2.67
|
|
|
Impact from settled derivatives ($/Mcfe)
|
$
|
0.19
|
|
|
$
|
0.05
|
|
|
Average natural gas, oil and condensate and NGLs sales price, including settled derivatives ($/Mcfe)
|
$
|
2.52
|
|
|
$
|
2.72
|
|
|
|
|
|
|
||||
|
Production Costs:
|
|
|
|
||||
|
Average production costs ($/Mcfe)
|
$
|
0.18
|
|
|
$
|
0.19
|
|
|
Average production taxes ($/Mcfe)
|
$
|
0.07
|
|
|
$
|
0.06
|
|
|
Average midstream gathering and processing ($/Mcfe)
|
$
|
0.58
|
|
|
$
|
0.59
|
|
|
Total production costs, midstream costs and production taxes ($/Mcfe)
|
$
|
0.83
|
|
|
$
|
0.84
|
|
|
•
|
A $238.1 million increase in in natural gas, oil and condensate and NGLs sales due to a favorable change in gains and losses from derivative instruments. Of the total change, $254.8 million was due to favorable changes in the fair value of our open derivative positions in each period, partially offset by a $16.7 million unfavorable change in settlements related to our derivative positions. The favorable change in fair value of our open derivative positions is primarily a result of the decrease in the forward curve prices for natural gas from the previous reporting period.
|
|
•
|
A $19.2 million increase in natural gas sales without the impact of derivatives due to a 2% increase in natural gas sales volumes and a 2% increase in natural gas market prices.
|
|
•
|
A $25.6 million decrease in oil and condensate sales without the impact of derivatives due to a 16% decrease in oil and condensate sales volumes and a 13% decrease in oil and condensate market prices.
|
|
•
|
A $30.3 million decrease in NGLs sales without the impact of derivatives due to a 28% decrease in NGLs market prices and a 9% decrease in NGLs sales volumes.
|
|
|
Six months ended June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
($ In thousands)
|
||||||
|
Natural gas sales
|
|
|
|
||||
|
Natural gas production volumes (MMcf)
|
213,682
|
|
|
210,278
|
|
||
|
|
|
|
|
||||
|
Total natural gas sales
|
$
|
501,273
|
|
|
$
|
482,094
|
|
|
|
|
|
|
||||
|
Natural gas sales without the impact of derivatives ($/Mcf)
|
$
|
2.35
|
|
|
$
|
2.29
|
|
|
Impact from settled derivatives ($/Mcf)
|
$
|
(0.03
|
)
|
|
$
|
0.17
|
|
|
Average natural gas sales price, including settled derivatives ($/Mcf)
|
$
|
2.32
|
|
|
$
|
2.46
|
|
|
|
|
|
|
||||
|
Oil and condensate sales
|
|
|
|
||||
|
Oil and condensate production volumes (MBbls)
|
1,261
|
|
|
1,501
|
|
||
|
|
|
|
|
||||
|
Total oil and condensate sales
|
$
|
69,392
|
|
|
$
|
95,005
|
|
|
|
|
|
|
||||
|
Oil and condensate sales without the impact of derivatives ($/Bbl)
|
$
|
55.03
|
|
|
$
|
63.29
|
|
|
Impact from settled derivatives ($/Bbl)
|
$
|
0.31
|
|
|
$
|
(8.29
|
)
|
|
Average oil and condensate sales price, including settled derivatives ($/Bbl)
|
$
|
55.34
|
|
|
$
|
55.00
|
|
|
|
|
|
|
||||
|
NGLs sales
|
|
|
|
||||
|
NGLs production volumes (MGal)
|
113,019
|
|
|
124,268
|
|
||
|
|
|
|
|
||||
|
Total NGLs sales
|
$
|
57,812
|
|
|
$
|
88,107
|
|
|
|
|
|
|
||||
|
NGLs sales without the impact of derivatives ($/Gal)
|
$
|
0.51
|
|
|
$
|
0.71
|
|
|
Impact from settled derivatives ($/Gal)
|
$
|
0.04
|
|
|
$
|
(0.05
|
)
|
|
Average NGLs sales price, including settled derivatives ($/Gal)
|
$
|
0.55
|
|
|
$
|
0.66
|
|
|
|
|
|
|
||||
|
Natural gas, oil and condensate and NGLs sales
|
|
|
|
||||
|
Gas equivalents (MMcfe)
|
237,394
|
|
|
237,038
|
|
||
|
|
|
|
|
||||
|
Total natural gas, oil and condensate and NGLs sales
|
$
|
628,477
|
|
|
$
|
665,206
|
|
|
|
|
|
|
||||
|
Natural gas, oil and condensate and NGLs sales without the impact of derivatives ($/Mcfe)
|
$
|
2.65
|
|
|
$
|
2.81
|
|
|
Impact from settled derivatives ($/Mcfe)
|
$
|
(0.01
|
)
|
|
$
|
0.06
|
|
|
Average natural gas, oil and condensate and NGLs sales price, including settled derivatives ($/Mcfe)
|
$
|
2.64
|
|
|
$
|
2.87
|
|
|
|
|
|
|
||||
|
Production Costs:
|
|
|
|
||||
|
Average production costs ($/Mcfe)
|
$
|
0.18
|
|
|
$
|
0.18
|
|
|
Average production taxes ($/Mcfe)
|
$
|
0.07
|
|
|
$
|
0.06
|
|
|
Average midstream gathering and processing ($/Mcfe)
|
$
|
0.60
|
|
|
$
|
0.57
|
|
|
Total production costs, midstream costs and production taxes ($/Mcfe)
|
$
|
0.85
|
|
|
$
|
0.81
|
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
|
Location
|
Daily Volume
(Bbls/day) |
|
Weighted
Average Price |
|||
|
Remaining 2019
|
NYMEX WTI
|
6,000
|
|
|
$
|
60.81
|
|
|
2020
|
NYMEX WTI
|
6,000
|
|
|
$
|
59.82
|
|
|
|
Location
|
Daily Volume
(Bbls/day) |
|
Weighted
Average Price |
|||
|
Remaining 2019
|
Mont Belvieu C2
|
1,000
|
|
|
$
|
18.48
|
|
|
Remaining 2019
|
Mont Belvieu C3
|
4,000
|
|
|
$
|
29.02
|
|
|
Remaining 2019
|
Mont Belvieu C5
|
1,000
|
|
|
$
|
53.71
|
|
|
|
Location
|
Daily Volume (MMBtu/day)
|
|
Weighted Average Price
|
|||
|
Remaining 2019
|
NYMEX Henry Hub
|
30,000
|
|
|
$
|
3.10
|
|
|
|
Gulfport Pays
|
Gulfport Receives
|
Daily Volume (MMBtu/day)
|
|
Weighted Average Fixed Spread
|
|||
|
Remaining 2019
|
Transco Zone 4
|
NYMEX Plus Fixed Spread
|
60,000
|
|
|
$
|
(0.05
|
)
|
|
2020
|
Transco Zone 4
|
NYMEX Plus Fixed Spread
|
60,000
|
|
|
$
|
(0.05
|
)
|
|
2020
|
Fixed Spread
|
ONEOK Minus NYMEX
|
10,000
|
|
|
$
|
(0.54
|
)
|
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
|
ITEM 1A.
|
RISK FACTORS
|
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
|
Period
|
|
Total number of shares purchased (2)
|
|
Average price paid per share
|
|
Total number of shares purchased as part of publicly announced plans or programs (2)
|
|
Approximate maximum dollar value of shares that may yet be purchased under the plans or programs (1)
|
||||||
|
April 2019
|
|
296,587
|
|
|
$
|
7.65
|
|
|
224,563
|
|
|
$
|
370,000,000
|
|
|
May 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
370,000,000
|
|
|
June 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
370,000,000
|
|
|
Total
|
|
296,587
|
|
|
$
|
7.65
|
|
|
224,563
|
|
|
|
||
|
(1)
|
In January 2019, our board of directors approved a new stock repurchase program to acquire up to $400 million of our outstanding common stock within a 24 month period. This repurchase program may be suspended from time to time, modified, extended or discontinued by our board of directors at any time.
|
||||||||
|
(2)
|
In April 2019, we repurchased and canceled 224,563 shares under the repurchase program at a weighted average price of $7.96 per share. Additionally, in April 2019, we repurchased and canceled 72,024 shares of our common stock at a weighted average price of $6.69 to satisfy tax withholding requirements incurred upon the vesting of restricted stock unit awards.
|
||||||||
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
|
ITEM 5.
|
OTHER INFORMATION
|
|
ITEM 6.
|
EXHIBITS
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
3.1
|
|
|
|
|
|
|
|
3.2
|
|
|
|
|
|
|
|
3.3
|
|
|
|
|
|
|
|
3.4
|
|
|
|
|
|
|
|
3.5
|
|
|
|
|
|
|
|
3.6
|
|
|
|
|
|
|
|
4.1
|
|
|
|
|
|
|
|
4.5
|
|
|
|
|
|
|
|
4.6
|
|
|
|
|
|
|
|
4.7
|
|
|
|
|
|
|
|
4.8
|
|
|
|
|
|
|
|
4.9
|
|
|
|
|
|
|
|
10.1+
|
|
|
|
|
|
|
|
10.2*+
|
|
|
|
|
|
|
|
10.3*+
|
|
|
|
|
|
|
|
10.4*+
|
|
|
|
|
|
|
|
10.5*+
|
|
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
|
|
32.1*
|
|
|
|
|
|
|
|
32.2*
|
|
|
|
|
|
|
|
101.INS*
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Labels Linkbase Document.
|
|
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
|
104*
|
|
Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
*
|
Filed herewith.
|
|
+
|
Management contract, compensation plan or arrangement.
|
|
GULFPORT ENERGY CORPORATION
|
||
|
|
|
|
|
By:
|
|
/s/ Keri Crowell
|
|
|
|
Keri Crowell
Chief Financial Officer
|
|
(a)
|
“Change of Control” means the occurrence of any of the following events:
|
|
(a)
|
To Indemnitee at the address set forth below Indemnitee’s signature hereto.
|
|
(b)
|
To the Company at:
|
|
|
|
|
|
GULFPORT ENERGY CORPORATION
|
||
|
|
|
|
|
By:
|
|
_________________________________
|
|
Name:
|
||
|
Title:
|
||
|
|
||
|
INDEMNITEE
|
||
|
|
||
|
______________________________________
|
||
|
|
||
|
Address:
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
|
|
|
[Indemnitee]
|
|
|
|
|
1.
|
Employment. The Company hereby employs the Executive and the Executive hereby accepts such employment subject to the terms and conditions contained in this Agreement.
|
|
|
|
|
2.
|
Executive's Duties. The Executive is employed on a full-time basis. Throughout the term of this Agreement, the Executive will use the Executive's best efforts and due diligence to assist the Company in achieving the most profitable operation of the Company and the Company's affiliated entities consistent with developing and maintaining a quality business operation.
|
|
|
|
|
2.1
|
Specific Duties. The Executive will serve as Chief Executive Officer and President for the Company, and in such other positions as might be mutually agreed upon by the parties. The Executive shall perform all of the duties required to fully and faithfully execute the office and position to which the Executive is appointed, and such other duties as may be reasonably requested by the Executive's supervisor or by the Company. During the term of this Agreement, the Executive may be nominated for election or appointed to serve as a director or officer of any of the Company's affiliated entities as determined in such affiliates' board of directors' sole discretion. The services of the Executive will be requested and directed by the Board of Directors of the Company (the “Board”).
|
|
2.2
|
Duty of Loyalty. The Executive acknowledges and agrees that the Executive has a fiduciary duty of loyalty to act in the best interests of the Company and to do no act that would materially injure the business, interests or reputation of the Company or any of its affiliates. In keeping with these duties, the Executive shall make full disclosure to the Company of all business opportunities pertaining to the Company’s business and shall not appropriate for the Executive’s own benefit business opportunities concerning the subject matter of the fiduciary relationship.
|
|
|
2.3
|
Policies and Procedures. The Company has issued various policies and procedures applicable to all employees of the Company and its related and affiliated entities including policies which set forth the general human resources policies of the Company and addresses frequently asked questions regarding the Company. The Executive agrees to comply with such policies and procedures except to the extent inconsistent with this Agreement. Such policies and procedures may be changed or adopted in the sole discretion of the Company without advance notice.
|
|
|
|
|
|
|
3.
|
Other Activities. The Executive shall devote substantially all of the Executive’s business time and attention to the performance of the Executive’s duties hereunder and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict with the performance of such services either directly or indirectly without the prior written consent of the Board. Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board, act or serve as a director, trustee, committee member, or principal of any type of business, civic, or charitable organization, and (b) purchase or own less than five percent (5%) of the publicly traded securities of any corporation; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such corporation; provided further that, the activities described in clauses (a) and (b) do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunder, including, but not limited to, the obligations set forth in Section 2.
|
|
|
|
|
|
4.
|
Executive's Compensation. The Company agrees to compensate the Executive as follows:
|
|
|
|
|
4.1
|
Base Salary. A base salary (the "Base Salary"), at the initial annual rate of not less than $834,000 will be paid to the Executive in regular installments in accordance with the Company's designated payroll schedule.
|
|
|
|
|
4.2
|
Bonus. In addition to the Base Salary described in Section 4.1 of this Agreement, the Executive shall be eligible for an annual bonus for each fiscal year during the Term on the same basis as other executive officers under the Company’s then current annual incentive plan with a target of 125% of Base Salary which shall be payable in accordance with the terms of such plan and the performance metrics established by the Compensation Committee of the Board (the “Committee”).
|
|
4.3
|
Equity Compensation. During the term of the Executive’s employment, the Executive will be eligible for annual grants of restricted stock, restricted stock units, performance-based awards, stock options or other awards as determined in the sole discretion of the Committee in its discretion pursuant to the Company's equity compensation plans (generally referred to as “Equity Compensation Plans”), subject to the terms and conditions of the Equity Compensation Plans and the terms and conditions of each award as determined by the Committee in its discretion; provided that, with respect to the calendar year ending December 31, 2020 (“FY 2020”), the Executive will receive awards that have a target aggregate fair value equal to 500% of Base Salary. For each calendar year following FY 2020, the target aggregate fair value of such awards shall be as determined by the Committee in its discretion, it being understood that the Committee may elect to not provide the Executive an award with respect to a particular year.
|
|
|
|
|
4.4
|
Benefits. The Company will provide the Executive with benefits that are customarily provided to similarly situated executives of the Company and as are set forth in and governed by the Company's employment policies and applicable plan documents. Additionally, the Company will provide paid time off (“PTO”) to the Executive, the amount of which will be determined in accordance with the Company’s PTO policy. No additional compensation will be paid for failure to take PTO. The Company will also provide the Executive the opportunity to apply for coverage under the Company's medical, life and disability plans, if any. If the Executive is accepted for coverage under such plans, the Company will make such coverage available to the Executive on the same terms as is customarily provided by the Company to the plan participants as modified from time to time in the Company’s sole discretion. The Executive will be entitled to receive reimbursement for all reasonable business expenses incurred by the Executive in accordance with the Company’s expense reimbursement policy. All payments for reimbursement under this Section 4.4 shall be paid promptly but in no event later than the last day of the Executive’s taxable year following the taxable year in which the Executive incurred such expenses.
|
|
|
|
|
5.
|
Term. The term of the Executive’s employment under the provisions of this Agreement shall be for a period commencing on the Effective Date and shall continue until December 31, 2023 (the “Initial Expiration Date”), unless terminated earlier pursuant to Section 6; provided that, upon the Initial Expiration Date and each annual anniversary thereafter (such date and each annual anniversary thereof, a “Renewal Date”), the Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one year, unless either party provides written notice of its intention not to extend the term of the Agreement at least ninety (90) days prior to the applicable Renewal Date (the period of the Executive’s employment under this Agreement being the "Term"); provided, however, if during the Term of this Agreement a Change of Control (as defined in Exhibit A attached hereto) occurs, the Term of this Agreement shall be extended to the later of the original expiration date of the Term or the expiration of the Change of Control Period. For purposes of this Agreement, “Change of Control Period” means the twenty-four (24) month period commencing on the effective date of a Change of Control.
|
|
6.
|
Termination. This Agreement will continue in effect until the expiration of the term stated in Section 5 of this Agreement unless earlier terminated pursuant to this Section 6. For purposes of this Agreement, “Termination Date” shall mean (a) if the Executive’s employment is terminated by death, the date of death; (b) if the Executive’s employment is terminated pursuant to Section 6.4 due to a disability, thirty (30) days after notice of termination is provided to the Executive in accordance with Section 6.4; (c) if the Executive’s employment is terminated by Company without Cause or by the Executive for Good Reason pursuant to Section 6.1.1 or 6.1.2, on the effective date of termination specified in the notice required by Section 6.1.1 or 6.1.2 respectively; (d) if the Executive’s employment is terminated by Company for Cause pursuant to Section 6.1.3, the date on which the notice of termination required by Section 6.1.3 is given; or (e) if the Executive’s employment is terminated by the Executive pursuant to Section 6.2, on the effective date of termination specified by the Executive in the notice of termination required by Section 6.2 unless the Company rejects such date as allowed by Section 6.2, in which case it would be the date specified by the Company.
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6.1
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Termination by Company. The Executive’s employment under this Agreement may be terminated prior to the expiration of the Term under the following circumstances:
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6.1.1
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Termination without Cause or for Good Reason Outside of a Change of Control Period.
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a)
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Termination by the Company without Cause. The Company may terminate the Executive’s employment without Cause at any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than the date of such notice.
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b)
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Termination by the Executive for Good Reason. The Executive may terminate employment with the Company for “Good Reason” and such termination will not be a breach of this Agreement by the Executive. For purposes of this Section 6.1.1(b), Good Reason shall mean the occurrence of one of the events set forth below:
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(i)
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elimination of the Executive's job position or material reduction in duties and/or reassignment of the Executive to a new position of materially less authority; or
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(ii)
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a material reduction in the Executive’s Base Salary.
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c)
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Obligations of the Company. In the event the Executive is Terminated without Cause or terminates employment for Good Reason outside of a Change of Control Period, the Executive will receive as termination compensation on the date sixty (60) days following the Termination Date: (a) a payment of one (1) times the sum of Base Salary and Annual Bonus in a lump sum payment; (b) a payment of the pro-rata portion of the Annual Bonus for the fiscal year in which the Termination Date occurs determined based on the number of days that have lapsed during the calendar year prior to the Termination Date divided by 365; (c) pro rata vesting through the last day of the month in which the Termination Date occurs of all unvested awards granted to the Executive under the Equity Compensation Plans (provided performance-based restricted stock units shall only be payable subject to the attainment of the performance measures through the Termination Date (or the most recent practicable date) as provided under the terms of the applicable award agreement); (d) any Company matching or other contributions to the Company’s non-qualified deferred compensation plans, if any, (the “Company Non‑Qualified Contributions”) shall be immediately vested; (e) a lump sum payment of any PTO pay accrued but unused through the Termination Date and (f) a lump sum payment equal to the Executive’s monthly COBRA premium for a twelve (12) month period. For purposes of this Agreement “Annual Bonus” shall be defined as the Executive’s target bonus for the year in which the Termination Date occurs. The right to the foregoing termination compensation described under clauses (a), (b), (c) and (d) above is subject to the Executive's timely execution, without revocation, of the Company's waiver and release agreement substantially in the form attached hereto as “Exhibit B” which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligations.
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6.1.2
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Termination without Cause or for Good Reason During a Change of Control Period.
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(a)
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Termination by the Company without Cause. The Company may terminate the Executive’s employment without Cause during a Change of Control Period at any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than the date of such notice.
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(b)
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Termination by the Executive for Good Reason. The Executive may terminate employment with the Company for “Good Reason” and such termination will not be a breach of this Agreement by the Executive. For purposes of this Section 6.1.2(b), Good Reason during a Change of Control Period shall mean the occurrence of one of the events set forth below:
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(i)
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elimination of the Executive's job position or material reduction in duties and/or reassignment of the Executive to a new position of materially less authority;
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(ii)
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a material reduction in the Executive’s Base Salary; or
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(iii)
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a requirement that the Executive relocate to a location outside of a fifty (50) mile radius of the location of his or her office or principal base of operation immediately prior to the effective date of a Change of Control.
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(c)
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Obligations of the Company. In the event the Executive is Terminated without Cause or terminates employment for Good Reason during a Change of Control Period, the Executive will receive as termination compensation on the date sixty (60) days following the Termination Date: (a) a payment of two (2) times the sum of Base Salary and Annual Bonus in a lump sum payment; (b) a payment of the pro-rata portion of the Annual Bonus for the fiscal year in which the Termination Date occurs determined based on the number of days that have lapsed during the calendar year prior to the Termination Date divided by 365; (c) all unvested awards granted under the Equity Compensation Plans shall be immediately vested (provided performance-based restricted stock units shall only be payable subject to the attainment of the performance measures through the Termination Date (or the most recent practicable date) as provided under the terms of the applicable award agreement); (d) any Company Non-Qualified Contributions shall be immediately vested; (e) a lump sum payment of any PTO pay accrued but unused through the Termination Date and (f) a lump sum payment equal to the Executive’s monthly COBRA premium for an eighteen (18) month period. The right to the foregoing termination compensation described under clauses (a), (b), (c) and (d) above is subject to the Executive's timely execution, without revocation, of the Company's waiver and release agreement substantially in the form attached hereto as “Exhibit B” which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligations.
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6.1.3
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Termination for Cause. The Company may terminate the employment of the Executive hereunder at any time for Cause (as hereinafter defined) (such a termination being referred to in this Agreement as a "Termination For Cause") by giving the Executive written notice of such termination. As used in this Agreement, "Cause" means:
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(i)
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the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board or the Chief Executive Officer of the Company which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive’s duties, or
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(ii)
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the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. For purposes of this provision, no act, or failure to act, on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.
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6.2
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Termination by Executive. The Executive may voluntarily terminate employment under this Agreement for any reason by the service of written notice of such termination to the Company specifying an effective date of termination no sooner than thirty (30) days and no later than sixty (60) days after the date of such notice; provided, however, if less than thirty (30) days remain in the Term, the minimum notice required from the Executive under this Section 6.2 shall be reduced from thirty (30) to seven (7) days. The Company reserves the right to end the employment relationship at any time after the date such notice is given to the Company and to pay the Executive through the Termination Date, which will not change the nature of the termination for purposes of this Agreement.
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6.3
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Disability. If the Executive becomes “disabled” (as defined below), the Company may give the Executive written notice of its intention to terminate on the 30th day after receipt of the notice by the Executive. In the event the Executive is terminated due to Disability (a) all unvested awards granted to the Executive under the Equity Compensation Plans shall be immediately vested (provided performance-based restricted stock units shall only be payable subject to the attainment of the performance measures through the Termination Date (or the most recent practicable date) as provided under the terms of the applicable award agreement); and (b) any Company Non-Qualified Contributions shall be immediately vested. The Executive shall also receive a lump sum payment within thirty (30) days of the Termination Date of any PTO pay accrued but unused through the Termination Date. The right to the foregoing compensation due under clauses (a) and (b) above is subject to the timely execution, without revocation, by the Executive or the Executive's legal representative of the Company's waiver and release agreement substantially in the form attached hereto as “Exhibit B” which will operate as a release of all legally waivable claims against the Company. For purposes of this Section 6.3, the Executive is “disabled” if he or she is unable to perform the essential functions of the position (with or without reasonable accommodation) under this Agreement, which disability lasts for an uninterrupted period of at least 90 days or a total of at least 180 days out of any consecutive 360-day period, as a result of the Executive’s incapacity due to physical or mental illness (as determined by the opinion of an independent physician selected by the Company). In applying this Section 6.3, the Company will comply with any applicable legal requirements, including the Americans with Disabilities Act.
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6.4
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Death of Executive. If the Executive dies during the term of this Agreement, the Company may thereafter terminate this Agreement without compensation. In the event of the Executive’s death the Company will (a) immediately vest all unvested awards granted to the Executive under the Equity Compensation Plans (provided performance-based restricted stock units shall only be payable subject to the attainment of the performance measures through the Termination Date (or the most recent practicable date) as provided under the terms of the applicable award agreement); and (b) immediately vest any Company Non‑Qualified Contributions. The Executive’s beneficiaries/estate shall also receive a lump sum payment within thirty (30) days of death of any PTO pay accrued but unused through the Termination Date. Amounts payable under this Section 6.4 shall be paid to the beneficiary designated on the Company's universal beneficiary designation form in effect on the date of the Executive's death. If the Executive fails to designate a beneficiary or if such designation is ineffective, in whole or in part, any payment that would otherwise have been paid under this Section 6.4 shall be paid to the Executive's estate. The right to the foregoing compensation due under clauses (a) and (b) above is subject to the timely execution, without revocation, by the beneficiary, or as applicable, the administrator of the Executive's estate of the Company's waiver and release agreement substantially in the form attached hereto as “Exhibit B” which will operate as a release of all legally waivable claims against the Company.
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6.5
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Effect of Termination. The termination of this Agreement, when accompanied by the termination of the Executive’s employment with the Company, will terminate all obligations of the Executive to render services on behalf of the Company from and after the Termination Date, provided that upon termination of this Agreement and termination of employment for any reason (other than by reason of the Executive’s death), the Executive shall comply with all post-employment requirements including this Section 6.5 and Sections 7, 8, 9, 10, 11, 12 and 13, as well as the Company’s arbitration program. Except as otherwise provided in Section 6 of this Agreement and payment of any PTO pay accrued but unused through the Termination Date, no accrued bonus, severance pay or other form of compensation will be payable by the Company to the Executive by reason of the termination of this Agreement. All keys, entry cards, credit cards, files, records, financial information, Confidential Information (as defined below), research, results, test data, instructions, drawings, sketches, specifications, product data sheets, products, books, DVDs, disks, memory devices, business plans, marketing plans, documents, correspondence, furniture, furnishings, equipment, supplies and other items relating to the Company in the Executive's possession will remain the property of the Company. Upon termination of employment, the Executive will have the right to retain and remove all personal property and effects which are owned by the Executive and located in the offices of the Company at a time determined by the Company. All such personal items will be removed from such offices no later than two (2) days after the Termination Date, and the Company is hereby authorized to discard any items remaining and to reassign the Executive's office space after such date. Prior to the Termination Date, the Executive will render such services to the Company as might be reasonably required to provide for the orderly termination of the Executive's employment. Notwithstanding the foregoing and without discharging any obligations to pay compensation to the Executive under this Agreement, after notice of the termination, the Company may request that the Executive not provide any other services to the Company and not enter the Company's premises before or after the Termination Date. In the event that the Executive separates employment with the Company, the Executive hereby grants consent to notification by the Company to the Executive's new employer about the Executive's rights and obligations under this Agreement. Upon such termination of employment, the Executive further agrees to acknowledge compliance with this Agreement in a form reasonably provided by the Company.
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7.
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Trade Secrets, Confidential Information and Inventions of the Company.
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7.1 Trade Secrets and Confidential Information. The Executive agrees that during the Executive’s employment hereunder, the Executive will have access to various trade secrets, confidential information and inventions of the Company as defined below.
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7.1.1 “Confidential Information” means all information and material which is proprietary to the Company, whether or not marked as “confidential” or “proprietary” and which is disclosed to or obtained from the Company by the Executive, which relates to the Company’s past, present or future research, development or business activities. Confidential Information includes all information or materials prepared by or for the Company and includes, without limitation, all of the following: designs, drawings, specifications, techniques, models, data, source code, object code, documentation, diagrams, flow charts, research, development, processes, systems, methods, machinery, procedures, “know-how”, new product or new technology information, formulas, patents, patent applications, product prototypes, product copies, cost of production, manufacturing, developing or marketing techniques and materials, cost of production, development or marketing time tables, customer lists, strategies related to customers, suppliers or personnel, contract forms, pricing policies and financial information, volumes of sales, and other information of similar nature, whether or not reduced to writing or other tangible form, and any other Trade Secrets, as defined by Section 7.1.3, or non-public business information. Confidential Information also will include any additional Company information with respect to which the Company took reasonable and apparent steps to preserve confidentiality. For purposes of this Agreement, the terms of this Agreement will be treated by the Executive as Confidential Information. Notwithstanding the foregoing, nothing in this Agreement, any other agreement between the Executive and the Company, or any Company policy shall be read to prevent the Executive from (a) sharing this Agreement or other information with the Executive’s attorney; (b) reporting possible violations of federal law or regulation to any governmental agency or entity including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. The Executive will not need the prior authorization of the Company to make any such reports or disclosures and the Executive will not be required to notify the Company that he or she has made such reports or disclosures; (c) sharing information about this Agreement with the Executive’s spouse, accountant, attorney or financial advisor so long as the Executive ensures that such parties maintain the strict confidentiality of this Agreement; or (d) apprising any future or potential employer or other person or entity to which the Executive provides services of the Executive’s continuing obligations to the Company under this Agreement.
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7.1.2 “Inventions” means all discoveries, concepts and ideas, whether patentable or not, including but not limited to, processes, methods, formulas, compositions, techniques, articles and machines, as well as improvements thereof or “know-how” related thereto, relating at the time of conception or reduction to practice to the business engaged in by the Company, or any actual or anticipated research or development by the Company.
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7.1.3 “Trade Secrets” means any scientific or technical data, information, design, process, procedure, formula or improvement that is commercially available to the Company and is not generally known in the industry.
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This Section 7.1 includes not only information belonging to the Company which existed before the date of this Agreement, but also information developed by the Executive for the Company or its employees during the Executive’s employment and thereafter.
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7.2 Restriction on Use of Confidential Information. The Executive agrees that the Executive’s use of Trade Secrets and other Confidential Information is subject to the following restrictions during the term of the Agreement and for an indefinite period thereafter so long as the Trade Secrets and other Confidential Information have not become generally known to the public.
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7.3 Non-Disclosure. The Executive agrees that the Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive’s assigned duties and for the benefit of the Company, either during the period of the Executive’s employment or at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment by the Company (or any predecessor). The foregoing will not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if he or she files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if he: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reason.
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7.4 Prohibition Against Unfair Competition. At any time after the termination of his or her employment with the Company for any reason, the Executive will not engage in competition with the Company while making use of the Trade Secrets of the Company.
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7.5 Patents and Inventions. The Executive agrees that any Inventions made, conceived or completed by the Executive during the term of the Executive’s service, solely or jointly with others, which are made with the Company’s equipment, supplies, facilities or Confidential Information, or which relate at the time of conception or reduction to purpose of the Invention to the business of the Company or the Company’s actual or demonstrably anticipated research and development, or which result from any work performed by the Executive for the Company, will be the sole and exclusive property of the Company, and all Trade Secrets, Confidential Information, copyrightable works, works of authorship, and all patents, registrations or applications related thereto, all other intellectual property or proprietary information and all similar or related information (whether or not patentable and copyrightable and whether or not reduced to tangible form or practice) which relate to the business, research and development, or existing or future products or services of the Company and/or its subsidiaries and which are conceived, developed or made by the Executive during the Executive’s employment with the Company (“Work Product”) will be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C. §101 et seq., as amended) and owned exclusively by the Company. To the extent that any Work Product is not deemed to be a “work made for hire” under applicable law, and all right, title and interest in and to such Work Product have not automatically vested in the Company, the Executive hereby (a) irrevocably assigns, transfers and conveys, and will assign transfer and convey, to the fullest extent permitted by applicable law, all right, title and interest in and to the Work Product on a worldwide basis to the Company (or such other person or entity as the Company may designate), without further consideration, and (b) waives all moral rights in or to all Work Product, and to the extent such rights may not be waived, agrees not to assert such rights against the Company or its respective licensees, successors, or assigns. In order to permit the Company to claim rights to which it may be entitled, the Executive agrees to promptly disclose to the Company in confidence all Work Product which the Executive makes arising out of the Executive’s employment with the Company. The Executive will assist the Company in obtaining patents on all Work Product patentable by the Company in the United States and in all foreign countries, and will execute all documents and do all things necessary to obtain letters patent, to vest the Company with full and extensive title thereto, and to protect the same against infringement by others.
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8.
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Non-Solicitation. The Executive agrees that during his or her employment hereunder, and for the one (1) year period immediately following termination of employment for any reason, the Executive shall not knowingly directly solicit goods, services or a combination of goods and services from any “Established Customers” of the Company. For purposes of this agreement, “Established Customer” means a customer, regardless of location, of the Company as of the date the Executive’s employment terminates who continues to be a customer or who the Company reasonably anticipates will continue to be a customer.
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9.
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Non-Solicitation of Employees and Independent Contractors. The Executive covenants that during the term of employment and for the one (1) year period immediately following the termination of employment for any reason, the Executive will not knowingly, directly or indirectly, induce or attempt to induce any executive, employee or independent contractor of the Company to terminate his/her employment relationship with the Company to go to work for any other company or third party.
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10.
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Reasonableness. The Company and the Executive have attempted to specify a reasonable period of time and reasonable restrictions to which this Agreement shall apply. The Company and the Executive agree that if a court or administrative body should subsequently determine that the terms of this Agreement are greater than reasonably necessary to protect the Company's interest, the Company agrees to waive those terms which are found by a court or administrative body to be greater than reasonably necessary to protect the Company's interest and to request that the court or administrative body reform this Agreement specifying a reasonable period of time and such other reasonable restrictions as the court or administrative body deems necessary.
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11.
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Equitable Relief. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique, unusual, extraordinary, and intellectual character, which gives them a peculiar value, and the loss of which cannot reasonably or adequately be compensated in damages in an action at law; and that a breach by the Executive of any of the provisions contained in this Agreement will cause the Company irreparable injury and damage. The Executive further acknowledges that the Executive possesses unique skills, knowledge and ability and that any material breach of the provisions of this Agreement would be extremely detrimental to the Company. By reason thereof, the Executive agrees that the Company shall be entitled, in addition to any other remedies it may have under this Agreement or otherwise, to injunctive and other equitable relief from any court of competent jurisdiction to prevent or curtail any breach of this Agreement by him/her.
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12.
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Continued Litigation Assistance. The Executive will cooperate with and assist the Company and its representatives and attorneys as requested, during and after the Term, with respect to any litigation, arbitration or other dispute resolutions by being available for interviews, depositions and/or testimony in regard to any matters in which the Executive is or has been involved or with respect to which the Executive has relevant information. The Company will reimburse the Executive for any reasonable business expenses the Executive may have incurred in connection with this obligation.
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13.
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Arbitration. Except as provided in Section 11, any disputes, claims or controversies between the Company and the Executive including, but not limited to those arising out of or related to this Agreement or out of the parties' employment relationship (together, “Employment Matter”), shall be settled by arbitration as provided herein. This agreement shall survive the termination or rescission of this Agreement. All arbitration shall be in accordance with Rules of the American Arbitration Association, including discovery, and shall be undertaken pursuant to the Federal Arbitration Act. Arbitration will be held in Oklahoma City, Oklahoma unless the parties mutually agree to another location.
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14.
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Miscellaneous. The parties further agree as follows:
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14.1
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Time. Time is of the essence of each provision of this Agreement.
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14.2
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Notices. Any notice, payment, demand or communication required or permitted to be given by any provision of this Agreement will be in writing and will be deemed to have been given when delivered personally or by express mail to the party designated to receive such notice, or on the date following the day sent by overnight courier, or on the third business day after the same is sent by certified mail, postage and charges prepaid, directed to the following address or to such other or additional addresses as any party might designate by written notice to the other party:
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To the Company:
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Gulfport Energy Corporation
3001 Quail Springs Parkway
Oklahoma City, Oklahoma 73134
Attention: Board of Directors
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To the Executive:
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The most recent home address reflected in the records of the Company.
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14.3
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Assignment. Neither this Agreement nor any of the parties' rights or obligations hereunder can be transferred or assigned without the prior written consent of the other parties to this Agreement; provided, however, the Company may assign this Agreement to any wholly owned affiliate or subsidiary of the Company without the Executive's consent as well as to any purchaser of the Company.
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14.4
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Construction. If any provision of this Agreement or the application thereof to any person or circumstances is determined, to any extent, to be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which the same is held invalid or unenforceable, will not be affected thereby, and each term and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law. This Agreement is intended to be interpreted, construed and enforced in accordance with the laws of the State of Oklahoma.
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14.5
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Entire Agreement. This Agreement, any documents executed in connection with this Agreement, any documents specifically referred to in this Agreement constitute the entire agreement between the parties hereto with respect to the subject matter herein contained, and no modification hereof will be effective unless made by a supplemental written agreement executed by all of the parties hereto.
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14.6
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Binding Effect. This Agreement will be binding on the parties and their respective successors, legal representatives and permitted assigns. In the event of a merger, consolidation, combination, dissolution or liquidation of the Company, the performance of this Agreement will be assumed by any entity which succeeds to or is transferred the business of the Company as a result thereof, and the Executive waives the consent requirement of Section 14.3 to effect such assumption.
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14.7
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Supersession. On execution of this Agreement by the Company and the Executive, the relationship between the Company and the Executive will be bound by the terms of this Agreement, any documents executed in connection with this Agreement, any documents specifically referred to in this Agreement as well as any other agreements executed in connection with the Executive’s employment with the Company. In the event of a conflict between any employment policy of the Company and this Agreement, this Agreement will control in all respects.
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14.8
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Third-Party Beneficiary. The Company's affiliated entities and partnerships are beneficiaries of all terms and provisions of this Agreement and entitled to all rights hereunder.
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14.9
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Section 409A. This Agreement is intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and related U.S. Treasury regulations or official pronouncements (“Section 409A”) and any ambiguous provision will be construed in a manner that is compliant with such exemption; provided, however, if and to the extent that any compensation payable pursuant to this Agreement is determined to be subject to Section 409A, this Agreement will be construed in a manner that will comply with Section 409A. Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on his or her Termination Date to be a “specified employee” within the meaning of that term under Section 409A, then any payments and benefits under this Agreement that are subject to Section 409A and paid by reason of a termination of employment shall be made or provided on the later of (a) the payment date set forth in this Agreement or (b) the date that is the earliest of (i) the expiration of the six-month period measured from the date of the Executive’s termination of employment or (ii) the date of the Executive’s death (the “Delay Period”). Payments and benefits subject to the Delay Period shall be paid or provided to the Executive without interest for such delay. Termination of employment as used throughout this Agreement shall refer to a separation from service within the meaning of Section 409A. To the extent required to comply with Section 409A, references to a “resignation,” “termination,” “termination of employment” or like terms throughout this Agreement shall be interpreted consistent with the meaning of “separation from service” as defined in Section 409A.
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14.10
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Clawback. Notwithstanding anything in this Agreement or any other agreement between the Company and/or its related entities and the Executive to the contrary, the Executive acknowledges that the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Act”) may have the effect of requiring certain executives of the Company and/or its related entities to repay the Company, and for the Company to recoup from such executives, certain amounts of incentive-based compensation. If, and only to the extent, the Act, any rules and regulations promulgated by thereunder by the Securities and Exchange Commission or any similar federal or state law requires the Company to recoup incentive-based compensation that the Company has paid or granted to the Executive, the Executive hereby agrees, even if the Executive has terminated his or her employment with the Company, to promptly repay such incentive compensation to the Company upon its written request. In addition, the Executive agrees to be subject to any other compensation clawback arrangement adopted by the Board (whether before or after the Effective Date) which is applicable to all executive officers of the Company. This Section 14.10 shall survive the termination of this Agreement.
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14.11
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Maximum Payments by the Company.
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(a)
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It is the objective of this Agreement to maximize the Executive’s Net After-Tax Benefit (as defined herein) if payments or benefits provided under this Agreement are subject to excise tax under Section 4999 of the Code. Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, including, by example and not by way of limitation, acceleration by the Company or otherwise of the date of vesting or payment or rate of payment under any plan, program, arrangement or agreement of the Company (all such payments and benefits, including the payments and benefits under Section 6 hereof, being hereinafter referred to as the “Total Payments”), would be subject (in whole or in part) to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the cash severance payments shall first be reduced, and the non-cash severance payments shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments shall be subject to the Excise Tax, but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).
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(b)
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The Total Payments shall be reduced by the Company in the following order: (i) reduction of any cash severance payments otherwise payable to the Executive that are exempt from Section 409A of the Code, (ii) reduction of any other cash payments or benefits otherwise payable to the Executive that are exempt from Section 409A of the Code, but excluding any payments attributable to the acceleration of vesting or payments with respect to any equity award with respect to the Company’s common stock that is exempt from Section 409A of the Code, (iii) reduction of any other payments or benefits otherwise payable to the Executive on a pro-rata basis or such other manner that complies with Section 409A of the Code, but excluding any payments attributable to the acceleration of vesting and payments with respect to any equity award with respect to the Company’s common stock that are exempt from Section 409A of the Code, and (iv) reduction of any payments attributable to the acceleration of vesting or payments with respect to any other equity award with respect to the Company’s common stock that are exempt from Section 409A of the Code.
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(c)
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For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the written opinion of independent auditors of nationally recognized standing (“Independent Advisors”) selected by the Company, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which,
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GULFPORT ENERGY CORPORATION, a
Delaware corporation
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By:
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/s/ David L. Houston
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Name:
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David L. Houston
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Title:
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Chairman of the Board
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By:
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/s/ David M. Wood
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David M. Wood, Individually
(the "Executive")
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1.
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Employment. The Company hereby employs the Executive and the Executive hereby accepts such employment subject to the terms and conditions contained in this Agreement.
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2.
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Executive's Duties. The Executive is employed on a full-time basis. Throughout the term of this Agreement, the Executive will use the Executive's best efforts and due diligence to assist the Company in achieving the most profitable operation of the Company and the Company's affiliated entities consistent with developing and maintaining a quality business operation.
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2.1
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Specific Duties. The Executive will serve as Chief Operating Officer for the Company, and in such other positions as might be mutually agreed upon by the parties. The Executive shall perform all of the duties required to fully and faithfully execute the office and position to which the Executive is appointed, and such other duties as may be reasonably requested by the Executive's supervisor or by the Company. During the term of this Agreement, the Executive may be nominated for election or appointed to serve as a director or officer of any of the Company's affiliated entities as determined in such affiliates' board of directors' sole discretion. The services of the Executive will be requested and directed by the Company's Chief Executive Officer and President, David M. Wood.
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2.2
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Duty of Loyalty. The Executive acknowledges and agrees that the Executive has a fiduciary duty of loyalty to act in the best interests of the Company and to do no act that would materially injure the business, interests or reputation of the Company or any of its affiliates. In keeping with these duties, the Executive shall make full disclosure to the Company of all business opportunities pertaining to the Company’s business and shall not appropriate for the Executive’s own benefit business opportunities concerning the subject matter of the fiduciary relationship.
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2.3
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Policies and Procedures. The Company has issued various policies and procedures applicable to all employees of the Company and its related and affiliated entities including policies which set forth the general human resources policies of the Company and addresses frequently asked questions regarding the Company. The Executive agrees to comply with such policies and procedures except to the extent inconsistent with this Agreement. Such policies and procedures may be changed or adopted in the sole discretion of the Company without advance notice.
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3.
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Other Activities. The Executive shall devote substantially all of the Executive’s business time and attention to the performance of the Executive’s duties hereunder and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict with the performance of such services either directly or indirectly without the prior written consent of the Board of Directors of the Company (the “Board”). Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board, act or serve as a director, trustee, committee member, or principal of any type of business, civic, or charitable organization, and (b) purchase or own less than five percent (5%) of the publicly traded securities of any corporation; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such corporation; provided further that, the activities described in clauses (a) and (b) do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunder, including, but not limited to, the obligations set forth in Section 2.
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4.
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Executive's Compensation. The Company agrees to compensate the Executive as follows:
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4.1
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Base Salary. A base salary (the "Base Salary"), at the initial annual rate of not less than $505,000 will be paid to the Executive in regular installments in accordance with the Company's designated payroll schedule.
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4.2
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Bonus. In addition to the Base Salary described in Section 4.1 of this Agreement, the Executive shall be eligible for an annual bonus for each fiscal year during the Term on the same basis as other executive officers under the Company’s then current annual incentive plan with a target of 100% of Base Salary which shall be payable in accordance with the terms of such plan and the performance metrics established by the Compensation Committee of the Board (the “Committee”).
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4.3
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Equity Compensation. During the term of the Executive’s employment, the Executive will be eligible for annual grants of restricted stock, restricted stock units, performance-based awards, stock options or other awards as determined in the sole discretion of the Committee in its discretion pursuant to the Company's equity compensation plans (generally referred to as “Equity Compensation Plans”), subject to the terms and conditions of the Equity Compensation Plans and the terms and conditions of each award as determined by the Committee in its discretion; provided that, with respect to the calendar year ending December 31, 2020 (“FY 2020”), the Executive will receive awards that have a target aggregate fair value equal to 350% of Base Salary. For each calendar year following FY 2020, the target aggregate fair value of such awards shall be as determined by the Committee in its discretion, it being understood that the Committee may elect to not provide the Executive an award with respect to a particular year.
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4.4
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Benefits. The Company will provide the Executive with benefits that are customarily provided to similarly situated executives of the Company and as are set forth in and governed by the Company's employment policies and applicable plan documents. Additionally, the Company will provide paid time off (“PTO”) to the Executive, the amount of which will be determined in accordance with the Company’s PTO policy. No additional compensation will be paid for failure to take PTO. The Company will also provide the Executive the opportunity to apply for coverage under the Company's medical, life and disability plans, if any. If the Executive is accepted for coverage under such plans, the Company will make such coverage available to the Executive on the same terms as is customarily provided by the Company to the plan participants as modified from time to time in the Company’s sole discretion. The Executive will be entitled to receive reimbursement for all reasonable business expenses incurred by the Executive in accordance with the Company’s expense reimbursement policy. All payments for reimbursement under this Section 4.4 shall be paid promptly but in no event later than the last day of the Executive’s taxable year following the taxable year in which the Executive incurred such expenses.
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5.
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Term. The term of the Executive’s employment under the provisions of this Agreement shall be for a period commencing on the Effective Date and shall continue until December 31, 2023 (the “Initial Expiration Date”), unless terminated earlier pursuant to Section 6; provided that, upon the Initial Expiration Date and each annual anniversary thereafter (such date and each annual anniversary thereof, a “Renewal Date”), the Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one year, unless either party provides written notice of its intention not to extend the term of the Agreement at least ninety (90) days prior to the applicable Renewal Date (the period of the Executive’s employment under this Agreement being the "Term"); provided, however, if during the Term of this Agreement a Change of Control (as defined in Exhibit A attached hereto) occurs, the Term of this Agreement shall be extended to the later of the original expiration date of the Term or the expiration of the Change of Control Period. For purposes of this Agreement, “Change of Control Period” means the twenty-four (24) month period commencing on the effective date of a Change of Control.
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6.
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Termination. This Agreement will continue in effect until the expiration of the term stated in Section 5 of this Agreement unless earlier terminated pursuant to this Section 6. For purposes of this Agreement, “Termination Date” shall mean (a) if the Executive’s employment is terminated by death, the date of death; (b) if the Executive’s employment is terminated pursuant to Section 6.4 due to a disability, thirty (30) days after notice of termination is provided to the Executive in accordance with Section 6.4; (c) if the Executive’s employment is terminated by Company without Cause or by the Executive for Good Reason pursuant to Section 6.1.1 or 6.1.2, on the effective date of termination specified in the notice required by Section 6.1.1 or 6.1.2 respectively; (d) if the Executive’s employment is terminated by Company for Cause pursuant to Section 6.1.3, the date on which the notice of termination required by Section 6.1.3 is given; or (e) if the Executive’s employment is terminated by the Executive pursuant to Section 6.2, on the effective date of termination specified by the Executive in the notice of termination required by Section 6.2 unless the Company rejects such date as allowed by Section 6.2, in which case it would be the date specified by the Company.
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6.1
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Termination by Company. The Executive’s employment under this Agreement may be terminated prior to the expiration of the Term under the following circumstances:
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6.1.1
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Termination without Cause or for Good Reason Outside of a Change of Control Period.
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a)
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Termination by the Company without Cause. The Company may terminate the Executive’s employment without Cause at any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than the date of such notice.
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b)
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Termination by the Executive for Good Reason. The Executive may terminate employment with the Company for “Good Reason” and such termination will not be a breach of this Agreement by the Executive. For purposes of this Section 6.1.1(b), Good Reason shall mean the occurrence of one of the events set forth below:
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(i)
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elimination of the Executive's job position or material reduction in duties and/or reassignment of the Executive to a new position of materially less authority; or
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(ii)
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a material reduction in the Executive’s Base Salary.
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c)
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Obligations of the Company. In the event the Executive is Terminated without Cause or terminates employment for Good Reason outside of a Change of Control Period, the Executive will receive as termination compensation on the date sixty (60) days following the Termination Date: (a) a payment of one (1) times the sum of Base Salary and Annual Bonus in a lump sum payment; (b) a payment of the pro-rata portion of the Annual Bonus for the fiscal year in which the Termination Date occurs determined based on the number of days that have lapsed during the calendar year prior to the Termination Date divided by 365; (c) pro rata vesting through the last day of the month in which the Termination Date occurs of all unvested awards granted to the Executive under the Equity Compensation Plans (provided performance-based restricted stock units shall only be payable subject to the attainment of the performance measures through the Termination Date (or the most recent practicable date) as provided under the terms of the applicable award agreement); (d) any Company matching or other contributions to the Company’s non-qualified deferred compensation plans, if any, (the “Company Non‑Qualified Contributions”) shall be immediately vested; (e) a lump sum payment of any PTO pay accrued but unused through the Termination Date and (f) a lump sum payment equal to the Executive’s monthly COBRA premium for a twelve (12) month period. For purposes of this Agreement “Annual Bonus” shall be defined as the Executive’s target bonus for the year in which the Termination Date occurs. The right to the foregoing termination compensation described under clauses (a), (b), (c) and (d) above is subject to the Executive's timely execution, without revocation, of the Company's waiver and release agreement substantially in the form attached hereto as “Exhibit B” which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligations.
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6.1.2
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Termination without Cause or for Good Reason During a Change of Control Period.
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(a)
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Termination by the Company without Cause. The Company may terminate the Executive’s employment without Cause during a Change of Control Period at any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than the date of such notice.
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(b)
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Termination by the Executive for Good Reason. The Executive may terminate employment with the Company for “Good Reason” and such termination will not be a breach of this Agreement by the Executive. For purposes of this Section 6.1.2(b), Good Reason during a Change of Control Period shall mean the occurrence of one of the events set forth below:
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(i)
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elimination of the Executive's job position or material reduction in duties and/or reassignment of the Executive to a new position of materially less authority;
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(ii)
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a material reduction in the Executive’s Base Salary; or
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(iii)
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a requirement that the Executive relocate to a location outside of a fifty (50) mile radius of the location of his or her office or principal base of operation immediately prior to the effective date of a Change of Control.
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(c)
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Obligations of the Company. In the event the Executive is Terminated without Cause or terminates employment for Good Reason during a Change of Control Period, the Executive will receive as termination compensation on the date sixty (60) days following the Termination Date: (a) a payment of two (2) times the sum of Base Salary and Annual Bonus in a lump sum payment; (b) a payment of the pro-rata portion of the Annual Bonus for the fiscal year in which the Termination Date occurs determined based on the number of days that have lapsed during the calendar year prior to the Termination Date divided by 365; (c) all unvested awards granted under the Equity Compensation Plans shall be immediately vested (provided performance-based restricted stock units shall only be payable subject to the attainment of the performance measures through the Termination Date (or the most recent practicable date) as provided under the terms of the applicable award agreement); (d) any Company Non-Qualified Contributions shall be immediately vested; (e) a lump sum payment of any PTO pay accrued but unused through the Termination Date and (f) a lump sum payment equal to the Executive’s monthly COBRA premium for an eighteen (18) month period. The right to the foregoing termination compensation described under clauses (a), (b), (c) and (d) above is subject to the Executive's timely execution, without revocation, of the Company's waiver and release agreement substantially in the form attached hereto as “Exhibit B” which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligations.
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6.1.3
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Termination for Cause. The Company may terminate the employment of the Executive hereunder at any time for Cause (as hereinafter defined) (such a termination being referred to in this Agreement as a "Termination For Cause") by giving the Executive written notice of such termination. As used in this Agreement, "Cause" means:
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(i)
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the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board or the Chief Executive Officer of the Company which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive’s duties, or
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(ii)
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the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. For purposes of this provision, no act, or failure to act, on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.
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6.2
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Termination by Executive. The Executive may voluntarily terminate employment under this Agreement for any reason by the service of written notice of such termination to the Company specifying an effective date of termination no sooner than thirty (30) days and no later than sixty (60) days after the date of such notice; provided, however, if less than thirty (30) days remain in the Term, the minimum notice required from the Executive under this Section 6.2 shall be reduced from thirty (30) to seven (7) days. The Company reserves the right to end the employment relationship at any time after the date such notice is given to the Company and to pay the Executive through the Termination Date, which will not change the nature of the termination for purposes of this Agreement.
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6.3
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Disability. If the Executive becomes “disabled” (as defined below), the Company may give the Executive written notice of its intention to terminate on the 30th day after receipt of the notice by the Executive. In the event the Executive is terminated due to Disability (a) all unvested awards granted to the Executive under the Equity Compensation Plans shall be immediately vested (provided performance-based restricted stock units shall only be payable subject to the attainment of the performance measures through the Termination Date (or the most recent practicable date) as provided under the terms of the applicable award agreement); and (b) any Company Non-Qualified Contributions shall be immediately vested. The Executive shall also receive a lump sum payment within thirty (30) days of the Termination Date of any PTO pay accrued but unused through the Termination Date. The right to the foregoing compensation due under clauses (a) and (b) above is subject to the timely execution, without revocation, by the Executive or the Executive's legal representative of the Company's waiver and release agreement substantially in the form attached hereto as “Exhibit B” which will operate as a release of all legally waivable claims against the Company. For purposes of this Section 6.3, the Executive is “disabled” if he or she is unable to perform the essential functions of the position (with or without reasonable accommodation) under this Agreement, which disability lasts for an uninterrupted period of at least 90 days or a total of at least 180 days out of any consecutive 360-day period, as a result of the Executive’s incapacity due to physical or mental illness (as determined by the opinion of an independent physician selected by the Company). In applying this Section 6.3, the Company will comply with any applicable legal requirements, including the Americans with Disabilities Act.
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6.4
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Death of Executive. If the Executive dies during the term of this Agreement, the Company may thereafter terminate this Agreement without compensation. In the event of the Executive’s death the Company will (a) immediately vest all unvested awards granted to the Executive under the Equity Compensation Plans (provided performance-based restricted stock units shall only be payable subject to the attainment of the performance measures through the Termination Date (or the most recent practicable date) as provided under the terms of the applicable award agreement); and (b) immediately vest any Company Non‑Qualified Contributions. The Executive’s beneficiaries/estate shall also receive a lump sum payment within thirty (30) days of death of any PTO pay accrued but unused through the Termination Date. Amounts payable under this Section 6.4 shall be paid to the beneficiary designated on the Company's universal beneficiary designation form in effect on the date of the Executive's death. If the Executive fails to designate a beneficiary or if such designation is ineffective, in whole or in part, any payment that would otherwise have been paid under this Section 6.4 shall be paid to the Executive's estate. The right to the foregoing compensation due under clauses (a) and (b) above is subject to the timely execution, without revocation, by the beneficiary, or as applicable, the administrator of the Executive's estate of the Company's waiver and release agreement substantially in the form attached hereto as “Exhibit B” which will operate as a release of all legally waivable claims against the Company.
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6.5
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Effect of Termination. The termination of this Agreement, when accompanied by the termination of the Executive’s employment with the Company, will terminate all obligations of the Executive to render services on behalf of the Company from and after the Termination Date, provided that upon termination of this Agreement and termination of employment for any reason (other than by reason of the Executive’s death), the Executive shall comply with all post-employment requirements including this Section 6.5 and Sections 7, 8, 9, 10, 11, 12 and 13, as well as the Company’s arbitration program. Except as otherwise provided in Section 6 of this Agreement and payment of any PTO pay accrued but unused through the Termination Date, no accrued bonus, severance pay or other form of compensation will be payable by the Company to the Executive by reason of the termination of this Agreement. All keys, entry cards, credit cards, files, records, financial information, Confidential Information (as defined below), research, results, test data, instructions, drawings, sketches, specifications, product data sheets, products, books, DVDs, disks, memory devices, business plans, marketing plans, documents, correspondence, furniture, furnishings, equipment, supplies and other items relating to the Company in the Executive's possession will remain the property of the Company. Upon termination of employment, the Executive will have the right to retain and remove all personal property and effects which are owned by the Executive and located in the offices of the Company at a time determined by the Company. All such personal items will be removed from such offices no later than two (2) days after the Termination Date, and the Company is hereby authorized to discard any items remaining and to reassign the Executive's office space after such date. Prior to the Termination Date, the Executive will render such services to the Company as might be reasonably required to provide for the orderly termination of the Executive's employment. Notwithstanding the foregoing and without discharging any obligations to pay compensation to the Executive under this Agreement, after notice of the termination, the Company may request that the Executive not provide any other services to the Company and not enter the Company's premises before or after the Termination Date. In the event that the Executive separates employment with the Company, the Executive hereby grants consent to notification by the Company to the Executive's new employer about the Executive's rights and obligations under this Agreement. Upon such termination of employment, the Executive further agrees to acknowledge compliance with this Agreement in a form reasonably provided by the Company.
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7.
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Trade Secrets, Confidential Information and Inventions of the Company.
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7.1 Trade Secrets and Confidential Information. The Executive agrees that during the Executive’s employment hereunder, the Executive will have access to various trade secrets, confidential information and inventions of the Company as defined below.
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7.1.1 “Confidential Information” means all information and material which is proprietary to the Company, whether or not marked as “confidential” or “proprietary” and which is disclosed to or obtained from the Company by the Executive, which relates to the Company’s past, present or future research, development or business activities. Confidential Information includes all information or materials prepared by or for the Company and includes, without limitation, all of the following: designs, drawings, specifications, techniques, models, data, source code, object code, documentation, diagrams, flow charts, research, development, processes, systems, methods, machinery, procedures, “know-how”, new product or new technology information, formulas, patents, patent applications, product prototypes, product copies, cost of production, manufacturing, developing or marketing techniques and materials, cost of production, development or marketing time tables, customer lists, strategies related to customers, suppliers or personnel, contract forms, pricing policies and financial information, volumes of sales, and other information of similar nature, whether or not reduced to writing or other tangible form, and any other Trade Secrets, as defined by Section 7.1.3, or non-public business information. Confidential Information also will include any additional Company information with respect to which the Company took reasonable and apparent steps to preserve confidentiality. For purposes of this Agreement, the terms of this Agreement will be treated by the Executive as Confidential Information. Notwithstanding the foregoing, nothing in this Agreement, any other agreement between the Executive and the Company, or any Company policy shall be read to prevent the Executive from (a) sharing this Agreement or other information with the Executive’s attorney; (b) reporting possible violations of federal law or regulation to any governmental agency or entity including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. The Executive will not need the prior authorization of the Company to make any such reports or disclosures and the Executive will not be required to notify the Company that he or she has made such reports or disclosures; (c) sharing information about this Agreement with the Executive’s spouse, accountant, attorney or financial advisor so long as the Executive ensures that such parties maintain the strict confidentiality of this Agreement; or (d) apprising any future or potential employer or other person or entity to which the Executive provides services of the Executive’s continuing obligations to the Company under this Agreement.
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7.1.2 “Inventions” means all discoveries, concepts and ideas, whether patentable or not, including but not limited to, processes, methods, formulas, compositions, techniques, articles and machines, as well as improvements thereof or “know-how” related thereto, relating at the time of conception or reduction to practice to the business engaged in by the Company, or any actual or anticipated research or development by the Company.
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7.1.3 “Trade Secrets” means any scientific or technical data, information, design, process, procedure, formula or improvement that is commercially available to the Company and is not generally known in the industry.
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This Section 7.1 includes not only information belonging to the Company which existed before the date of this Agreement, but also information developed by the Executive for the Company or its employees during the Executive’s employment and thereafter.
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7.2 Restriction on Use of Confidential Information. The Executive agrees that the Executive’s use of Trade Secrets and other Confidential Information is subject to the following restrictions during the term of the Agreement and for an indefinite period thereafter so long as the Trade Secrets and other Confidential Information have not become generally known to the public.
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7.3 Non-Disclosure. The Executive agrees that the Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive’s assigned duties and for the benefit of the Company, either during the period of the Executive’s employment or at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment by the Company (or any predecessor). The foregoing will not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if he or she files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if he: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reason.
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7.4 Prohibition Against Unfair Competition. At any time after the termination of his or her employment with the Company for any reason, the Executive will not engage in competition with the Company while making use of the Trade Secrets of the Company.
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7.5 Patents and Inventions. The Executive agrees that any Inventions made, conceived or completed by the Executive during the term of the Executive’s service, solely or jointly with others, which are made with the Company’s equipment, supplies, facilities or Confidential Information, or which relate at the time of conception or reduction to purpose of the Invention to the business of the Company or the Company’s actual or demonstrably anticipated research and development, or which result from any work performed by the Executive for the Company, will be the sole and exclusive property of the Company, and all Trade Secrets, Confidential Information, copyrightable works, works of authorship, and all patents, registrations or applications related thereto, all other intellectual property or proprietary information and all similar or related information (whether or not patentable and copyrightable and whether or not reduced to tangible form or practice) which relate to the business, research and development, or existing or future products or services of the Company and/or its subsidiaries and which are conceived, developed or made by the Executive during the Executive’s employment with the Company (“Work Product”) will be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C. §101 et seq., as amended) and owned exclusively by the Company. To the extent that any Work Product is not deemed to be a “work made for hire” under applicable law, and all right, title and interest in and to such Work Product have not automatically vested in the Company, the Executive hereby (a) irrevocably assigns, transfers and conveys, and will assign transfer and convey, to the fullest extent permitted by applicable law, all right, title and interest in and to the Work Product on a worldwide basis to the Company (or such other person or entity as the Company may designate), without further consideration, and (b) waives all moral rights in or to all Work Product, and to the extent such rights may not be waived, agrees not to assert such rights against the Company or its respective licensees, successors, or assigns. In order to permit the Company to claim rights to which it may be entitled, the Executive agrees to promptly disclose to the Company in confidence all Work Product which the Executive makes arising out of the Executive’s employment with the Company. The Executive will assist the Company in obtaining patents on all Work Product patentable by the Company in the United States and in all foreign countries, and will execute all documents and do all things necessary to obtain letters patent, to vest the Company with full and extensive title thereto, and to protect the same against infringement by others.
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8.
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Non-Solicitation. The Executive agrees that during his or her employment hereunder, and for the one (1) year period immediately following termination of employment for any reason, the Executive shall not knowingly directly solicit goods, services or a combination of goods and services from any “Established Customers” of the Company. For purposes of this agreement, “Established Customer” means a customer, regardless of location, of the Company as of the date the Executive’s employment terminates who continues to be a customer or who the Company reasonably anticipates will continue to be a customer.
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9.
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Non-Solicitation of Employees and Independent Contractors. The Executive covenants that during the term of employment and for the one (1) year period immediately following the termination of employment for any reason, the Executive will not knowingly, directly or indirectly, induce or attempt to induce any executive, employee or independent contractor of the Company to terminate his/her employment relationship with the Company to go to work for any other company or third party.
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10.
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Reasonableness. The Company and the Executive have attempted to specify a reasonable period of time and reasonable restrictions to which this Agreement shall apply. The Company and the Executive agree that if a court or administrative body should subsequently determine that the terms of this Agreement are greater than reasonably necessary to protect the Company's interest, the Company agrees to waive those terms which are found by a court or administrative body to be greater than reasonably necessary to protect the Company's interest and to request that the court or administrative body reform this Agreement specifying a reasonable period of time and such other reasonable restrictions as the court or administrative body deems necessary.
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11.
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Equitable Relief. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique, unusual, extraordinary, and intellectual character, which gives them a peculiar value, and the loss of which cannot reasonably or adequately be compensated in damages in an action at law; and that a breach by the Executive of any of the provisions contained in this Agreement will cause the Company irreparable injury and damage. The Executive further acknowledges that the Executive possesses unique skills, knowledge and ability and that any material breach of the provisions of this Agreement would be extremely detrimental to the Company. By reason thereof, the Executive agrees that the Company shall be entitled, in addition to any other remedies it may have under this Agreement or otherwise, to injunctive and other equitable relief from any court of competent jurisdiction to prevent or curtail any breach of this Agreement by him/her.
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12.
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Continued Litigation Assistance. The Executive will cooperate with and assist the Company and its representatives and attorneys as requested, during and after the Term, with respect to any litigation, arbitration or other dispute resolutions by being available for interviews, depositions and/or testimony in regard to any matters in which the Executive is or has been involved or with respect to which the Executive has relevant information. The Company will reimburse the Executive for any reasonable business expenses the Executive may have incurred in connection with this obligation.
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13.
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Arbitration. Except as provided in Section 11, any disputes, claims or controversies between the Company and the Executive including, but not limited to those arising out of or related to this Agreement or out of the parties' employment relationship (together, “Employment Matter”), shall be settled by arbitration as provided herein. This agreement shall survive the termination or rescission of this Agreement. All arbitration shall be in accordance with Rules of the American Arbitration Association, including discovery, and shall be undertaken pursuant to the Federal Arbitration Act. Arbitration will be held in Oklahoma City, Oklahoma unless the parties mutually agree to another location.
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14.
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Miscellaneous. The parties further agree as follows:
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14.1
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Time. Time is of the essence of each provision of this Agreement.
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14.2
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Notices. Any notice, payment, demand or communication required or permitted to be given by any provision of this Agreement will be in writing and will be deemed to have been given when delivered personally or by express mail to the party designated to receive such notice, or on the date following the day sent by overnight courier, or on the third business day after the same is sent by certified mail, postage and charges prepaid, directed to the following address or to such other or additional addresses as any party might designate by written notice to the other party:
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To the Company:
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Gulfport Energy Corporation
3001 Quail Springs Parkway
Oklahoma City, Oklahoma 73134
Attention: Board of Directors
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To the Executive:
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The most recent home address reflected in the records of the Company.
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14.3
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Assignment. Neither this Agreement nor any of the parties' rights or obligations hereunder can be transferred or assigned without the prior written consent of the other parties to this Agreement; provided, however, the Company may assign this Agreement to any wholly owned affiliate or subsidiary of the Company without the Executive's consent as well as to any purchaser of the Company.
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14.4
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Construction. If any provision of this Agreement or the application thereof to any person or circumstances is determined, to any extent, to be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which the same is held invalid or unenforceable, will not be affected thereby, and each term and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law. This Agreement is intended to be interpreted, construed and enforced in accordance with the laws of the State of Oklahoma.
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14.5
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Entire Agreement. This Agreement, any documents executed in connection with this Agreement, any documents specifically referred to in this Agreement constitute the entire agreement between the parties hereto with respect to the subject matter herein contained, and no modification hereof will be effective unless made by a supplemental written agreement executed by all of the parties hereto.
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14.6
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Binding Effect. This Agreement will be binding on the parties and their respective successors, legal representatives and permitted assigns. In the event of a merger, consolidation, combination, dissolution or liquidation of the Company, the performance of this Agreement will be assumed by any entity which succeeds to or is transferred the business of the Company as a result thereof, and the Executive waives the consent requirement of Section 14.3 to effect such assumption.
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14.7
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Supersession. On execution of this Agreement by the Company and the Executive, the relationship between the Company and the Executive will be bound by the terms of this Agreement, any documents executed in connection with this Agreement, any documents specifically referred to in this Agreement as well as any other agreements executed in connection with the Executive’s employment with the Company. In the event of a conflict between any employment policy of the Company and this Agreement, this Agreement will control in all respects.
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14.8
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Third-Party Beneficiary. The Company's affiliated entities and partnerships are beneficiaries of all terms and provisions of this Agreement and entitled to all rights hereunder.
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14.11
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Maximum Payments by the Company.
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(a)
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It is the objective of this Agreement to maximize the Executive’s Net After-Tax Benefit (as defined herein) if payments or benefits provided under this Agreement are subject to excise tax under Section 4999 of the Code. Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, including, by example and not by way of limitation, acceleration by the Company or otherwise of the date of vesting or payment or rate of payment under any plan, program, arrangement or agreement of the Company (all such payments and benefits, including the payments and benefits under Section 6 hereof, being hereinafter referred to as the “Total Payments”), would be subject (in whole or in part) to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the cash severance payments shall first be reduced, and the non-cash severance payments shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments shall be subject to the Excise Tax, but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).
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(b)
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The Total Payments shall be reduced by the Company in the following order: (i) reduction of any cash severance payments otherwise payable to the Executive that are exempt from Section 409A of the Code, (ii) reduction of any other cash payments or benefits otherwise payable to the Executive that are exempt from Section 409A of the Code, but excluding any payments attributable to the acceleration of vesting or payments with respect to any equity award with respect to the Company’s common stock that is exempt from Section 409A of the Code, (iii) reduction of any other payments or benefits otherwise payable to the Executive on a pro-rata basis or such other manner that complies with Section 409A of the Code, but excluding any payments attributable to the acceleration of vesting and payments with respect to any equity award with respect to the Company’s common stock that are exempt from Section 409A of the Code, and (iv) reduction of any payments attributable to the acceleration of vesting or payments with respect to any other equity award with respect to the Company’s common stock that are exempt from Section 409A of the Code.
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(c)
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For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the written opinion of independent auditors of nationally recognized standing (“Independent Advisors”) selected by the Company, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which,
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GULFPORT ENERGY CORPORATION, a
Delaware corporation
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By:
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/s/ David M. Wood
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Name:
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David M. Wood
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Title:
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President and Chief Executive Officer
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By:
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/s/ Donnie Moore
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Donnie Moore, Individually
(the "Executive")
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1.
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Employment. The Company hereby employs the Executive and the Executive hereby accepts such employment subject to the terms and conditions contained in this Agreement.
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2.
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Executive's Duties. The Executive is employed on a full-time basis. Throughout the term of this Agreement, the Executive will use the Executive's best efforts and due diligence to assist the Company in achieving the most profitable operation of the Company and the Company's affiliated entities consistent with developing and maintaining a quality business operation.
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2.1
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Specific Duties. The Executive will serve as General Counsel and Corporate Secretary for the Company, and in such other positions as might be mutually agreed upon by the parties. The Executive shall perform all of the duties required to fully and faithfully execute the office and position to which the Executive is appointed, and such other duties as may be reasonably requested by the Executive's supervisor or by the Company. During the term of this Agreement, the Executive may be nominated for election or appointed to serve as a director or officer of any of the Company's affiliated entities as determined in such affiliates' board of directors' sole discretion. The services of the Executive will be requested and directed by the Company's Chief Executive Officer and President, David M. Wood.
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2.2
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Duty of Loyalty. The Executive acknowledges and agrees that the Executive has a fiduciary duty of loyalty to act in the best interests of the Company and to do no act that would materially injure the business, interests or reputation of the Company or any of its affiliates. In keeping with these duties, the Executive shall make full disclosure to the Company of all business opportunities pertaining to the Company’s business and shall not appropriate for the Executive’s own benefit business opportunities concerning the subject matter of the fiduciary relationship.
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2.3
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Policies and Procedures. The Company has issued various policies and procedures applicable to all employees of the Company and its related and affiliated entities including policies which set forth the general human resources policies of the Company and addresses frequently asked questions regarding the Company. The Executive agrees to comply with such policies and procedures except to the extent inconsistent with this Agreement. Such policies and procedures may be changed or adopted in the sole discretion of the Company without advance notice.
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3.
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Other Activities. The Executive shall devote substantially all of the Executive’s business time and attention to the performance of the Executive’s duties hereunder and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict with the performance of such services either directly or indirectly without the prior written consent of the Board of Directors of the Company (the “Board”). Notwithstanding the foregoing, the Executive will be permitted to (a) with the prior written consent of the Board, act or serve as a director, trustee, committee member, or principal of any type of business, civic, or charitable organization, and (b) purchase or own less than five percent (5%) of the publicly traded securities of any corporation; provided that, such ownership represents a passive investment and that the Executive is not a controlling person of, or a member of a group that controls, such corporation; provided further that, the activities described in clauses (a) and (b) do not interfere with the performance of the Executive’s duties and responsibilities to the Company as provided hereunder, including, but not limited to, the obligations set forth in Section 2.
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4.
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Executive's Compensation. The Company agrees to compensate the Executive as follows:
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4.1
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Base Salary. A base salary (the "Base Salary"), at the initial annual rate of not less than $435,000 will be paid to the Executive in regular installments in accordance with the Company's designated payroll schedule.
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4.2
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Bonus. In addition to the Base Salary described in Section 4.1 of this Agreement, the Executive shall be eligible for an annual bonus for each fiscal year during the Term on the same basis as other executive officers under the Company’s then current annual incentive plan with a target of 90% of Base Salary which shall be payable in accordance with the terms of such plan and the performance metrics established by the Compensation Committee of the Board (the “Committee”).
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4.3
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Equity Compensation. During the term of the Executive’s employment, the Executive will be eligible for annual grants of restricted stock, restricted stock units, performance-based awards, stock options or other awards as determined in the sole discretion of the Committee in its discretion pursuant to the Company's equity compensation plans (generally referred to as “Equity Compensation Plans”), subject to the terms and conditions of the Equity Compensation Plans and the terms and conditions of each award as determined by the Committee in its discretion; provided that, with respect to the calendar year ending December 31, 2020 (“FY 2020”), the Executive will receive awards that have a target aggregate fair value equal to 200% of Base Salary. For each calendar year following FY 2020, the target aggregate fair value of such awards shall be as determined by the Committee in its discretion, it being understood that the Committee may elect to not provide the Executive an award with respect to a particular year.
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4.4
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Benefits. The Company will provide the Executive with benefits that are customarily provided to similarly situated executives of the Company and as are set forth in and governed by the Company's employment policies and applicable plan documents. Additionally, the Company will provide paid time off (“PTO”) to the Executive, the amount of which will be determined in accordance with the Company’s PTO policy. No additional compensation will be paid for failure to take PTO. The Company will also provide the Executive the opportunity to apply for coverage under the Company's medical, life and disability plans, if any. If the Executive is accepted for coverage under such plans, the Company will make such coverage available to the Executive on the same terms as is customarily provided by the Company to the plan participants as modified from time to time in the Company’s sole discretion. The Executive will be entitled to receive reimbursement for all reasonable business expenses incurred by the Executive in accordance with the Company’s expense reimbursement policy. All payments for reimbursement under this Section 4.4 shall be paid promptly but in no event later than the last day of the Executive’s taxable year following the taxable year in which the Executive incurred such expenses.
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5.
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Term. The term of the Executive’s employment under the provisions of this Agreement shall be for a period commencing on the Effective Date and shall continue until December 31, 2023 (the “Initial Expiration Date”), unless terminated earlier pursuant to Section 6; provided that, upon the Initial Expiration Date and each annual anniversary thereafter (such date and each annual anniversary thereof, a “Renewal Date”), the Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one year, unless either party provides written notice of its intention not to extend the term of the Agreement at least ninety (90) days prior to the applicable Renewal Date (the period of the Executive’s employment under this Agreement being the "Term"); provided, however, if during the Term of this Agreement a Change of Control (as defined in Exhibit A attached hereto) occurs, the Term of this Agreement shall be extended to the later of the original expiration date of the Term or the expiration of the Change of Control Period. For purposes of this Agreement, “Change of Control Period” means the twenty-four (24) month period commencing on the effective date of a Change of Control.
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6.
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Termination. This Agreement will continue in effect until the expiration of the term stated in Section 5 of this Agreement unless earlier terminated pursuant to this Section 6. For purposes of this Agreement, “Termination Date” shall mean (a) if the Executive’s employment is terminated by death, the date of death; (b) if the Executive’s employment is terminated pursuant to Section 6.4 due to a disability, thirty (30) days after notice of termination is provided to the Executive in accordance with Section 6.4; (c) if the Executive’s employment is terminated by Company without Cause or by the Executive for Good Reason pursuant to Section 6.1.1 or 6.1.2, on the effective date of termination specified in the notice required by Section 6.1.1 or 6.1.2 respectively; (d) if the Executive’s employment is terminated by Company for Cause pursuant to Section 6.1.3, the date on which the notice of termination required by Section 6.1.3 is given; or (e) if the Executive’s employment is terminated by the Executive pursuant to Section 6.2, on the effective date of termination specified by the Executive in the notice of termination required by Section 6.2 unless the Company rejects such date as allowed by Section 6.2, in which case it would be the date specified by the Company.
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6.1
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Termination by Company. The Executive’s employment under this Agreement may be terminated prior to the expiration of the Term under the following circumstances:
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6.1.1
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Termination without Cause or for Good Reason Outside of a Change of Control Period.
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a)
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Termination by the Company without Cause. The Company may terminate the Executive’s employment without Cause at any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than the date of such notice.
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b)
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Termination by the Executive for Good Reason. The Executive may terminate employment with the Company for “Good Reason” and such termination will not be a breach of this Agreement by the Executive. For purposes of this Section 6.1.1(b), Good Reason shall mean the occurrence of one of the events set forth below:
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(i)
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elimination of the Executive's job position or material reduction in duties and/or reassignment of the Executive to a new position of materially less authority; or
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(ii)
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a material reduction in the Executive’s Base Salary.
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c)
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Obligations of the Company. In the event the Executive is Terminated without Cause or terminates employment for Good Reason outside of a Change of Control Period, the Executive will receive as termination compensation on the date sixty (60) days following the Termination Date: (a) a payment of one (1) times the sum of Base Salary and Annual Bonus in a lump sum payment; (b) a payment of the pro-rata portion of the Annual Bonus for the fiscal year in which the Termination Date occurs determined based on the number of days that have lapsed during the calendar year prior to the Termination Date divided by 365; (c) pro rata vesting through the last day of the month in which the Termination Date occurs of all unvested awards granted to the Executive under the Equity Compensation Plans (provided performance-based restricted stock units shall only be payable subject to the attainment of the performance measures through the Termination Date (or the most recent practicable date) as provided under the terms of the applicable award agreement); (d) any Company matching or other contributions to the Company’s non-qualified deferred compensation plans, if any, (the “Company Non‑Qualified Contributions”) shall be immediately vested; (e) a lump sum payment of any PTO pay accrued but unused through the Termination Date and (f) a lump sum payment equal to the Executive’s monthly COBRA premium for a twelve (12) month period. For purposes of this Agreement “Annual Bonus” shall be defined as the Executive’s target bonus for the year in which the Termination Date occurs. The right to the foregoing termination compensation described under clauses (a), (b), (c) and (d) above is subject to the Executive's timely execution, without revocation, of the Company's waiver and release agreement substantially in the form attached hereto as “Exhibit B” which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligations.
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6.1.2
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Termination without Cause or for Good Reason During a Change of Control Period.
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(a)
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Termination by the Company without Cause. The Company may terminate the Executive’s employment without Cause during a Change of Control Period at any time by the service of written notice of termination to the Executive specifying an effective date of such termination not sooner than the date of such notice.
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(b)
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Termination by the Executive for Good Reason. The Executive may terminate employment with the Company for “Good Reason” and such termination will not be a breach of this Agreement by the Executive. For purposes of this Section 6.1.2(b), Good Reason during a Change of Control Period shall mean the occurrence of one of the events set forth below:
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(i)
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elimination of the Executive's job position or material reduction in duties and/or reassignment of the Executive to a new position of materially less authority;
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(ii)
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a material reduction in the Executive’s Base Salary; or
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(iii)
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a requirement that the Executive relocate to a location outside of a fifty (50) mile radius of the location of his or her office or principal base of operation immediately prior to the effective date of a Change of Control.
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(c)
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Obligations of the Company. In the event the Executive is Terminated without Cause or terminates employment for Good Reason during a Change of Control Period, the Executive will receive as termination compensation on the date sixty (60) days following the Termination Date: (a) a payment of two (2) times the sum of Base Salary and Annual Bonus in a lump sum payment; (b) a payment of the pro-rata portion of the Annual Bonus for the fiscal year in which the Termination Date occurs determined based on the number of days that have lapsed during the calendar year prior to the Termination Date divided by 365; (c) all unvested awards granted under the Equity Compensation Plans shall be immediately vested (provided performance-based restricted stock units shall only be payable subject to the attainment of the performance measures through the Termination Date (or the most recent practicable date) as provided under the terms of the applicable award agreement); (d) any Company Non-Qualified Contributions shall be immediately vested; (e) a lump sum payment of any PTO pay accrued but unused through the Termination Date and (f) a lump sum payment equal to the Executive’s monthly COBRA premium for an eighteen (18) month period. The right to the foregoing termination compensation described under clauses (a), (b), (c) and (d) above is subject to the Executive's timely execution, without revocation, of the Company's waiver and release agreement substantially in the form attached hereto as “Exhibit B” which will operate as a release of all legally waivable claims against the Company and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligations.
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6.1.3
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Termination for Cause. The Company may terminate the employment of the Executive hereunder at any time for Cause (as hereinafter defined) (such a termination being referred to in this Agreement as a "Termination For Cause") by giving the Executive written notice of such termination. As used in this Agreement, "Cause" means:
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(i)
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the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board or the Chief Executive Officer of the Company which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive’s duties, or
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(ii)
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the willful engaging by the Executive in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company. For purposes of this provision, no act, or failure to act, on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the instructions of the Chief Executive Officer or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Company.
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6.2
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Termination by Executive. The Executive may voluntarily terminate employment under this Agreement for any reason by the service of written notice of such termination to the Company specifying an effective date of termination no sooner than thirty (30) days and no later than sixty (60) days after the date of such notice; provided, however, if less than thirty (30) days remain in the Term, the minimum notice required from the Executive under this Section 6.2 shall be reduced from thirty (30) to seven (7) days. The Company reserves the right to end the employment relationship at any time after the date such notice is given to the Company and to pay the Executive through the Termination Date, which will not change the nature of the termination for purposes of this Agreement.
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6.3
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Disability. If the Executive becomes “disabled” (as defined below), the Company may give the Executive written notice of its intention to terminate on the 30th day after receipt of the notice by the Executive. In the event the Executive is terminated due to Disability (a) all unvested awards granted to the Executive under the Equity Compensation Plans shall be immediately vested (provided performance-based restricted stock units shall only be payable subject to the attainment of the performance measures through the Termination Date (or the most recent practicable date) as provided under the terms of the applicable award agreement); and (b) any Company Non-Qualified Contributions shall be immediately vested. The Executive shall also receive a lump sum payment within thirty (30) days of the Termination Date of any PTO pay accrued but unused through the Termination Date. The right to the foregoing compensation due under clauses (a) and (b) above is subject to the timely execution, without revocation, by the Executive or the Executive's legal representative of the Company's waiver and release agreement substantially in the form attached hereto as “Exhibit B” which will operate as a release of all legally waivable claims against the Company. For purposes of this Section 6.3, the Executive is “disabled” if he or she is unable to perform the essential functions of the position (with or without reasonable accommodation) under this Agreement, which disability lasts for an uninterrupted period of at least 90 days or a total of at least 180 days out of any consecutive 360-day period, as a result of the Executive’s incapacity due to physical or mental illness (as determined by the opinion of an independent physician selected by the Company). In applying this Section 6.3, the Company will comply with any applicable legal requirements, including the Americans with Disabilities Act.
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6.4
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Death of Executive. If the Executive dies during the term of this Agreement, the Company may thereafter terminate this Agreement without compensation. In the event of the Executive’s death the Company will (a) immediately vest all unvested awards granted to the Executive under the Equity Compensation Plans (provided performance-based restricted stock units shall only be payable subject to the attainment of the performance measures through the Termination Date (or the most recent practicable date) as provided under the terms of the applicable award agreement); and (b) immediately vest any Company Non‑Qualified Contributions. The Executive’s beneficiaries/estate shall also receive a lump sum payment within thirty (30) days of death of any PTO pay accrued but unused through the Termination Date. Amounts payable under this Section 6.4 shall be paid to the beneficiary designated on the Company's universal beneficiary designation form in effect on the date of the Executive's death. If the Executive fails to designate a beneficiary or if such designation is ineffective, in whole or in part, any payment that would otherwise have been paid under this Section 6.4 shall be paid to the Executive's estate. The right to the foregoing compensation due under clauses (a) and (b) above is subject to the timely execution, without revocation, by the beneficiary, or as applicable, the administrator of the Executive's estate of the Company's waiver and release agreement substantially in the form attached hereto as “Exhibit B” which will operate as a release of all legally waivable claims against the Company.
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6.5
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Effect of Termination. The termination of this Agreement, when accompanied by the termination of the Executive’s employment with the Company, will terminate all obligations of the Executive to render services on behalf of the Company from and after the Termination Date, provided that upon termination of this Agreement and termination of employment for any reason (other than by reason of the Executive’s death), the Executive shall comply with all post-employment requirements including this Section 6.5 and Sections 7, 8, 9, 10, 11, 12 and 13, as well as the Company’s arbitration program. Except as otherwise provided in Section 6 of this Agreement and payment of any PTO pay accrued but unused through the Termination Date, no accrued bonus, severance pay or other form of compensation will be payable by the Company to the Executive by reason of the termination of this Agreement. All keys, entry cards, credit cards, files, records, financial information, Confidential Information (as defined below), research, results, test data, instructions, drawings, sketches, specifications, product data sheets, products, books, DVDs, disks, memory devices, business plans, marketing plans, documents, correspondence, furniture, furnishings, equipment, supplies and other items relating to the Company in the Executive's possession will remain the property of the Company. Upon termination of employment, the Executive will have the right to retain and remove all personal property and effects which are owned by the Executive and located in the offices of the Company at a time determined by the Company. All such personal items will be removed from such offices no later than two (2) days after the Termination Date, and the Company is hereby authorized to discard any items remaining and to reassign the Executive's office space after such date. Prior to the Termination Date, the Executive will render such services to the Company as might be reasonably required to provide for the orderly termination of the Executive's employment. Notwithstanding the foregoing and without discharging any obligations to pay compensation to the Executive under this Agreement, after notice of the termination, the Company may request that the Executive not provide any other services to the Company and not enter the Company's premises before or after the Termination Date. In the event that the Executive separates employment with the Company, the Executive hereby grants consent to notification by the Company to the Executive's new employer about the Executive's rights and obligations under this Agreement. Upon such termination of employment, the Executive further agrees to acknowledge compliance with this Agreement in a form reasonably provided by the Company.
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7.
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Trade Secrets, Confidential Information and Inventions of the Company.
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7.1 Trade Secrets and Confidential Information. The Executive agrees that during the Executive’s employment hereunder, the Executive will have access to various trade secrets, confidential information and inventions of the Company as defined below.
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7.1.1 “Confidential Information” means all information and material which is proprietary to the Company, whether or not marked as “confidential” or “proprietary” and which is disclosed to or obtained from the Company by the Executive, which relates to the Company’s past, present or future research, development or business activities. Confidential Information includes all information or materials prepared by or for the Company and includes, without limitation, all of the following: designs, drawings, specifications, techniques, models, data, source code, object code, documentation, diagrams, flow charts, research, development, processes, systems, methods, machinery, procedures, “know-how”, new product or new technology information, formulas, patents, patent applications, product prototypes, product copies, cost of production, manufacturing, developing or marketing techniques and materials, cost of production, development or marketing time tables, customer lists, strategies related to customers, suppliers or personnel, contract forms, pricing policies and financial information, volumes of sales, and other information of similar nature, whether or not reduced to writing or other tangible form, and any other Trade Secrets, as defined by Section 7.1.3, or non-public business information. Confidential Information also will include any additional Company information with respect to which the Company took reasonable and apparent steps to preserve confidentiality. For purposes of this Agreement, the terms of this Agreement will be treated by the Executive as Confidential Information. Notwithstanding the foregoing, nothing in this Agreement, any other agreement between the Executive and the Company, or any Company policy shall be read to prevent the Executive from (a) sharing this Agreement or other information with the Executive’s attorney; (b) reporting possible violations of federal law or regulation to any governmental agency or entity including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. The Executive will not need the prior authorization of the Company to make any such reports or disclosures and the Executive will not be required to notify the Company that he or she has made such reports or disclosures; (c) sharing information about this Agreement with the Executive’s spouse, accountant, attorney or financial advisor so long as the Executive ensures that such parties maintain the strict confidentiality of this Agreement; or (d) apprising any future or potential employer or other person or entity to which the Executive provides services of the Executive’s continuing obligations to the Company under this Agreement.
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7.1.2 “Inventions” means all discoveries, concepts and ideas, whether patentable or not, including but not limited to, processes, methods, formulas, compositions, techniques, articles and machines, as well as improvements thereof or “know-how” related thereto, relating at the time of conception or reduction to practice to the business engaged in by the Company, or any actual or anticipated research or development by the Company.
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7.1.3 “Trade Secrets” means any scientific or technical data, information, design, process, procedure, formula or improvement that is commercially available to the Company and is not generally known in the industry.
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This Section 7.1 includes not only information belonging to the Company which existed before the date of this Agreement, but also information developed by the Executive for the Company or its employees during the Executive’s employment and thereafter.
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7.2 Restriction on Use of Confidential Information. The Executive agrees that the Executive’s use of Trade Secrets and other Confidential Information is subject to the following restrictions during the term of the Agreement and for an indefinite period thereafter so long as the Trade Secrets and other Confidential Information have not become generally known to the public.
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7.3 Non-Disclosure. The Executive agrees that the Executive will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any person, other than in the course of the Executive’s assigned duties and for the benefit of the Company, either during the period of the Executive’s employment or at any time thereafter, any Confidential Information or other confidential or proprietary information received from third parties subject to a duty of the Company’s and its subsidiaries’ and affiliates’ part to maintain the confidentiality of such information, and to use such information only for certain limited purposes, in each case, which has been obtained by the Executive during the Executive’s employment by the Company (or any predecessor). The foregoing will not apply to information that (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive or any representative of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided that the Executive provides the Company with prior notice of the contemplated disclosure and cooperates with the Company at its expense in seeking a protective order or other appropriate protection of such information). Unless this Agreement is otherwise required to be disclosed under applicable law, rule or regulation, the terms and conditions of this Agreement will remain strictly confidential, and the Executive hereby agrees not to disclose the terms and conditions hereof to any person or entity, other than immediate family members, legal advisors or personal tax or financial advisors, or prospective future employers solely for the purpose of disclosing the limitations on the Executive’s conduct imposed by the provisions of this Agreement who, in each case, agree to keep such information confidential. The Executive is hereby notified in accordance with the Defend Trade Secrets Act of 2016 that the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. The Executive is further notified that if he or she files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if he: (a) files any document containing the trade secret under seal; and (b) does not disclose the trade secret, except pursuant to court order. The provisions of this Section 7.3 will survive the expiration, suspension or termination of this Agreement for any reason.
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7.4 Prohibition Against Unfair Competition. At any time after the termination of his or her employment with the Company for any reason, the Executive will not engage in competition with the Company while making use of the Trade Secrets of the Company.
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7.5 Patents and Inventions. The Executive agrees that any Inventions made, conceived or completed by the Executive during the term of the Executive’s service, solely or jointly with others, which are made with the Company’s equipment, supplies, facilities or Confidential Information, or which relate at the time of conception or reduction to purpose of the Invention to the business of the Company or the Company’s actual or demonstrably anticipated research and development, or which result from any work performed by the Executive for the Company, will be the sole and exclusive property of the Company, and all Trade Secrets, Confidential Information, copyrightable works, works of authorship, and all patents, registrations or applications related thereto, all other intellectual property or proprietary information and all similar or related information (whether or not patentable and copyrightable and whether or not reduced to tangible form or practice) which relate to the business, research and development, or existing or future products or services of the Company and/or its subsidiaries and which are conceived, developed or made by the Executive during the Executive’s employment with the Company (“Work Product”) will be deemed to be “work made for hire” (as defined in the Copyright Act, 17 U.S.C. §101 et seq., as amended) and owned exclusively by the Company. To the extent that any Work Product is not deemed to be a “work made for hire” under applicable law, and all right, title and interest in and to such Work Product have not automatically vested in the Company, the Executive hereby (a) irrevocably assigns, transfers and conveys, and will assign transfer and convey, to the fullest extent permitted by applicable law, all right, title and interest in and to the Work Product on a worldwide basis to the Company (or such other person or entity as the Company may designate), without further consideration, and (b) waives all moral rights in or to all Work Product, and to the extent such rights may not be waived, agrees not to assert such rights against the Company or its respective licensees, successors, or assigns. In order to permit the Company to claim rights to which it may be entitled, the Executive agrees to promptly disclose to the Company in confidence all Work Product which the Executive makes arising out of the Executive’s employment with the Company. The Executive will assist the Company in obtaining patents on all Work Product patentable by the Company in the United States and in all foreign countries, and will execute all documents and do all things necessary to obtain letters patent, to vest the Company with full and extensive title thereto, and to protect the same against infringement by others.
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8.
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Non-Solicitation. The Executive agrees that during his or her employment hereunder, and for the one (1) year period immediately following termination of employment for any reason, the Executive shall not knowingly directly solicit goods, services or a combination of goods and services from any “Established Customers” of the Company. For purposes of this agreement, “Established Customer” means a customer, regardless of location, of the Company as of the date the Executive’s employment terminates who continues to be a customer or who the Company reasonably anticipates will continue to be a customer.
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9.
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Non-Solicitation of Employees and Independent Contractors. The Executive covenants that during the term of employment and for the one (1) year period immediately following the termination of employment for any reason, the Executive will not knowingly, directly or indirectly, induce or attempt to induce any executive, employee or independent contractor of the Company to terminate his/her employment relationship with the Company to go to work for any other company or third party.
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10.
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Reasonableness. The Company and the Executive have attempted to specify a reasonable period of time and reasonable restrictions to which this Agreement shall apply. The Company and the Executive agree that if a court or administrative body should subsequently determine that the terms of this Agreement are greater than reasonably necessary to protect the Company's interest, the Company agrees to waive those terms which are found by a court or administrative body to be greater than reasonably necessary to protect the Company's interest and to request that the court or administrative body reform this Agreement specifying a reasonable period of time and such other reasonable restrictions as the court or administrative body deems necessary.
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11.
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Equitable Relief. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique, unusual, extraordinary, and intellectual character, which gives them a peculiar value, and the loss of which cannot reasonably or adequately be compensated in damages in an action at law; and that a breach by the Executive of any of the provisions contained in this Agreement will cause the Company irreparable injury and damage. The Executive further acknowledges that the Executive possesses unique skills, knowledge and ability and that any material breach of the provisions of this Agreement would be extremely detrimental to the Company. By reason thereof, the Executive agrees that the Company shall be entitled, in addition to any other remedies it may have under this Agreement or otherwise, to injunctive and other equitable relief from any court of competent jurisdiction to prevent or curtail any breach of this Agreement by him/her.
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12.
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Continued Litigation Assistance. The Executive will cooperate with and assist the Company and its representatives and attorneys as requested, during and after the Term, with respect to any litigation, arbitration or other dispute resolutions by being available for interviews, depositions and/or testimony in regard to any matters in which the Executive is or has been involved or with respect to which the Executive has relevant information. The Company will reimburse the Executive for any reasonable business expenses the Executive may have incurred in connection with this obligation.
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13.
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Arbitration. Except as provided in Section 11, any disputes, claims or controversies between the Company and the Executive including, but not limited to those arising out of or related to this Agreement or out of the parties' employment relationship (together, “Employment Matter”), shall be settled by arbitration as provided herein. This agreement shall survive the termination or rescission of this Agreement. All arbitration shall be in accordance with Rules of the American Arbitration Association, including discovery, and shall be undertaken pursuant to the Federal Arbitration Act. Arbitration will be held in Oklahoma City, Oklahoma unless the parties mutually agree to another location.
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14.
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Miscellaneous. The parties further agree as follows:
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14.1
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Time. Time is of the essence of each provision of this Agreement.
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14.2
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Notices. Any notice, payment, demand or communication required or permitted to be given by any provision of this Agreement will be in writing and will be deemed to have been given when delivered personally or by express mail to the party designated to receive such notice, or on the date following the day sent by overnight courier, or on the third business day after the same is sent by certified mail, postage and charges prepaid, directed to the following address or to such other or additional addresses as any party might designate by written notice to the other party:
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To the Company:
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Gulfport Energy Corporation
3001 Quail Springs Parkway
Oklahoma City, Oklahoma 73134
Attention: Board of Directors
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To the Executive:
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The most recent home address reflected in the records of the Company.
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14.3
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Assignment. Neither this Agreement nor any of the parties' rights or obligations hereunder can be transferred or assigned without the prior written consent of the other parties to this Agreement; provided, however, the Company may assign this Agreement to any wholly owned affiliate or subsidiary of the Company without the Executive's consent as well as to any purchaser of the Company.
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14.4
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Construction. If any provision of this Agreement or the application thereof to any person or circumstances is determined, to any extent, to be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which the same is held invalid or unenforceable, will not be affected thereby, and each term and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law. This Agreement is intended to be interpreted, construed and enforced in accordance with the laws of the State of Oklahoma.
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14.5
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Entire Agreement. This Agreement, any documents executed in connection with this Agreement, any documents specifically referred to in this Agreement constitute the entire agreement between the parties hereto with respect to the subject matter herein contained, and no modification hereof will be effective unless made by a supplemental written agreement executed by all of the parties hereto.
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14.6
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Binding Effect. This Agreement will be binding on the parties and their respective successors, legal representatives and permitted assigns. In the event of a merger, consolidation, combination, dissolution or liquidation of the Company, the performance of this Agreement will be assumed by any entity which succeeds to or is transferred the business of the Company as a result thereof, and the Executive waives the consent requirement of Section 14.3 to effect such assumption.
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14.7
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Supersession. On execution of this Agreement by the Company and the Executive, the relationship between the Company and the Executive will be bound by the terms of this Agreement, any documents executed in connection with this Agreement, any documents specifically referred to in this Agreement as well as any other agreements executed in connection with the Executive’s employment with the Company. In the event of a conflict between any employment policy of the Company and this Agreement, this Agreement will control in all respects.
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14.8
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Third-Party Beneficiary. The Company's affiliated entities and partnerships are beneficiaries of all terms and provisions of this Agreement and entitled to all rights hereunder.
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14.11
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Maximum Payments by the Company.
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(a)
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It is the objective of this Agreement to maximize the Executive’s Net After-Tax Benefit (as defined herein) if payments or benefits provided under this Agreement are subject to excise tax under Section 4999 of the Code. Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, including, by example and not by way of limitation, acceleration by the Company or otherwise of the date of vesting or payment or rate of payment under any plan, program, arrangement or agreement of the Company (all such payments and benefits, including the payments and benefits under Section 6 hereof, being hereinafter referred to as the “Total Payments”), would be subject (in whole or in part) to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the cash severance payments shall first be reduced, and the non-cash severance payments shall thereafter be reduced, to the extent necessary so that no portion of the Total Payments shall be subject to the Excise Tax, but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).
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(b)
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The Total Payments shall be reduced by the Company in the following order: (i) reduction of any cash severance payments otherwise payable to the Executive that are exempt from Section 409A of the Code, (ii) reduction of any other cash payments or benefits otherwise payable to the Executive that are exempt from Section 409A of the Code, but excluding any payments attributable to the acceleration of vesting or payments with respect to any equity award with respect to the Company’s common stock that is exempt from Section 409A of the Code, (iii) reduction of any other payments or benefits otherwise payable to the Executive on a pro-rata basis or such other manner that complies with Section 409A of the Code, but excluding any payments attributable to the acceleration of vesting and payments with respect to any equity award with respect to the Company’s common stock that are exempt from Section 409A of the Code, and (iv) reduction of any payments attributable to the acceleration of vesting or payments with respect to any other equity award with respect to the Company’s common stock that are exempt from Section 409A of the Code.
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(c)
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For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which, in the written opinion of independent auditors of nationally recognized standing (“Independent Advisors”) selected by the Company, does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which,
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GULFPORT ENERGY CORPORATION, a
Delaware corporation
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By:
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/s/ David M. Wood
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Name:
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David M. Wood
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Title:
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President and Chief Executive Officer
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By:
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/s/ Patrick K. Craine
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Patrick K. Craine, Individually
(the "Executive")
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ David M. Wood
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David M. Wood
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Chief Executive Officer and President
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Keri Crowell
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Keri Crowell
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Chief Financial Officer
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(1)
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the Quarterly Report on Form10-Q of the Company for the quarterly period ended June 30, 2019 (the “Report”) fully complies with the requirements of Section 13 (a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ David M. Wood
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David M. Wood
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Chief Executive Officer and President
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(1)
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the Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2019 (the “Report”) fully complies with the requirements of Section 13 (a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Keri Crowell
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Keri Crowell
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Chief Financial Officer
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