Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) (c) Appointment of David J. Crowley as President and Chief Operating Officer
On May 31, 2012, Geokinetics Inc. (the
Company
) announced that David J. Crowley has been appointed the President and Chief Operating Officer of the Company, effective as of May 31, 2012. Mr. Crowley, 53
,
previously served as the President and Chief Executive Officer of Enventure Global Technology, L.L.C., an oilfield services company, from April, 2010 through May, 2012. Mr. Crowley held the position of President of U.S. Operations at Precision Drilling Oilfield Services, Inc., where he led the United States and International divisions, from December, 2008 through November, 2009. From July 2007 through December, 2009 Mr. Crowley held the position of Executive Vice President and Chief Operating Officer at Grey Wolf Inc. (which was acquired by Precision Drilling Oilfield Services, Inc.). Prior to joining Grey Wolf Inc., Mr. Crowley held various overseas positions in operations, engineering and marketing at Schlumberger Limited over a 20-year period beginning in June, 1980.
On May 30, 2012, the Company entered into an employment agreement with Mr. Crowley with a May 2, 2012 effective date. The employment agreement provides for an annual base salary of $400,000 and that Mr. Crowley is eligible to participate in the Companys Incentive Compensation Plan based on an annual target of 67% of his base salary, with a maximum award of 100% of his base salary. Mr. Crowley is entitled to a lump-sum severance payment equal to one year of his current annual base salary and one year of his target bonus if he resigns for good reason (as defined in the employment agreement) or if his employment is terminated by the Company without cause (as defined in the employment agreement). Regardless of the reason for termination, Mr. Crowleys eligibility for severance pay is contingent upon his compliance with certain non-competition obligations in the employment agreement. Mr. Crowley is not entitled to severance pay for a termination based on death or disability, resignation without good reason, or termination for cause. Mr. Crowley is entitled to a lump-sum severance payment equal to two times his current annual base salary and his target bonus if the Company terminates his employment without cause or if he resigns with good reason within one year after a change of control (as defined in the employment agreement). The employment agreement also contains various non-solicitation provisions.
In connection with his appointment, on May 30, 2012, Mr. Crowley was also granted 350,000 shares of restricted stock (the
Restricted Stock Inducement Award
) and options to purchase 200,000 shares of the Companys common stock (the
Stock
Option Inducement Award
). The shares of restricted stock will vest in three equal installments on May 15, 2013, May 15, 2014 and May 15, 2015. The options have an exercise price of $0.49, the average of high and low sales price for a share of the Companys common stock on the date of grant, and will vest in four equal annual installments on May 15, 2014, May 15, 2015, May 15, 2016 and May 15, 2017.
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