Credo Petroleum Corp - Current report filing (8-K)
June 13 2008 - 2:00PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to
Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 12, 2008
CREDO Petroleum Corporation
(Exact name of registrant as specified in its charter)
Colorado
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0-8877
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84-0772991
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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1801 Broadway, Suite 900
Denver, Colorado
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80202
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(303) 297-2200
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 5.02
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Key Employee Retention Plan
The Company has amended and restated its Key Employee
Retention Plan (the Plan), which provides benefits to certain of its
employees and the named chief executive officer. The purpose of the Plan is to provide a bonus
incentive to certain key employees to remain in the employ of the Company
during periods when there is a potential for a change in control or
relocation of the Company, each as defined in the Plan. An employee who is a participant
in the Plan is entitled to receive qualified payments equal
to the difference between (1) the result of (a) the participants current
monthly base salary plus the greater of (i) one-twelfth of the
participants prior year bonus or (ii) one-twelfth of the participants average
bonus for the prior three years, multiplied by (b) the
participants years of service with the Company, or such greater amount as
the Board of Directors may deem appropriate considering the
circumstances, and (2) salary payments earned and received by the
participant after the change in control or relocation. A participant
will become entitled to a qualified payment upon a change in control if
the participants employment is terminated on or after a change in
control of the Company either by the new controlling
party without cause or by the participant for good
reason (e.g. an adverse change in the officers status after a
change in control), each as defined in the Plan, within the 24 month period
following the change in control. A
participant will become entitled to a qualified payment upon the relocation of
the Company if the participants employment with the Company is terminated on
or after the date of such relocation by the Company or the Participant. A qualified payment will be made to the
participant upon the date of the participants qualified termination, as
defined in the Plan. In addition,
welfare benefits will be provided to the employee on the same
basis and subject to the same proportionate cost as such benefits
were provided to the employee prior to the change in control. Such
welfare benefit coverage will extend for a period equal to one month of
coverage for each year of employment with the Company, or such longer period as
the Board of Directors may deem appropriate considering the circumstances,
subject to the terms of the applicable welfare benefit plan, except in the
case of health insurance which is not so limited.
A change in control is defined to include (i) any
person or group becomes the beneficial owner, directly or indirectly of 30% or
more of the outstanding voting stock of the Company, (ii) the stockholders
of the Company approve a merger, combination or consolidation of the Company
with any other entity resulting in the voting securities of the Company
immediately prior to the transaction representing less than 51% of the merged,
combined or consolidated securities, (iii) any transaction (or combination
of transactions) is consummated for the sale, disposition or liquidation of at
least 50% of the companys net assets, or (iv) election of one-third of
the members of the Companys Board of Directors proposed by any party or group
nominating directors in opposition to the directors nominated for election by
the Company.
A relocation is defined to have occurred if the
offices of the Company where a participant is located are moved and relocated
to an area at least 30 miles from the current offices of the Company where the
participant is located.
Item 9.01
Financial Statements and Exhibits
(d)
Exhibits
2
Exhibit No.
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Description
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10.1
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CREDO Petroleum Corporation Key Employee Retention Plan, as Amended and
Restated, effective as of June 12, 2008.
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Date:
June 13, 2008
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CREDO
PETROLEUM CORPORATION
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By:
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/s/ James T.
Huffman
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James T. Huffman
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Chief Executive
Officer
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EXHIBIT INDEX
EXHIBIT
NO.
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DESCRIPTION
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10.1
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CREDO Petroleum Corporation Key Employee Retention Plan, as Amended and
Restated, effective as of June 12, 2008.
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5
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