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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On June 8, 2016, Glori Energy Inc.
(the “Company”) announced that Mr. Stuart Page had voluntarily resigned from his positions as Chief Executive
Officer and President of the Company and as a member of the Company’s Board of Directors (the “Board”). Mr.
Page’s decision to resign did not result from any disagreement with the Company, the Company’s management, or the
Board. The Company and Mr. Page entered into a Separation Agreement dated June 8, 2016 (the “Separation
Agreement”), an Advisor Agreement dated June 8, 2016 (the “Advisor Agreement”), and an Amendment to
Incentive Stock Option Agreements, dated June 8, 2016 (the “Option Amendment Agreement”), pursuant to which,
among other things, (i) Mr. Page will receive the termination obligations and severance pay described in his employment
agreement dated April 14, 2014, (ii) Mr. Page will provide advisory services to the Company following his resignation, and
(iii) the exercise period for certain of Mr. Page’s stocks options is extended until the earlier of (x) the ten year
anniversary of issuance of such options or (y) April 1, 2017. The foregoing description of the terms of the Separation
Agreement, the Advisor Agreement, and the Option Amendment Agreement does not purport to be complete and is subject to, and
qualified in its entirety by reference to, the Separation Agreement, the Advisor Agreement, and the Option Amendment
Agreement, which are filed herewith as Exhibits 10.1, 10.2, and 10.3 respectively, and are incorporated herein by
reference.
Mr. Kevin Guilbeau, the Executive Chairman
of the Board, has been appointed to serve as interim Chief Executive Officer and President of the Company effective immediately.
Mr. Guilbeau will continue to serve as the Executive Chairman of the Board. Mr. Eric C. Neuman, currently a director of the Company,
has been appointed to serve as co-Chairman of the Board.
Mr. Guilbeau, age 58, has served as Chairman
of the Board since October 8, 2015. He has over 34 years of oil and gas exploration and production experience. Most recently, he
was President and Chief Executive Officer of Gulf Coast Energy Resources, which he founded in 2010 and led it from a private equity
start-up through growth via acquisitions and exploration until it merged with Talos Energy in March 2015. Prior to founding Gulf
Coast Energy Resources, Mr. Guilbeau was Executive Vice President and Chief Operating Officer for LLOG Exploration Company from
2006 until 2009, with responsibility for leading offshore E&P operations in the Gulf of Mexico and onshore operations along
the Gulf Coast. Earlier in his career, he was Senior Vice President and General Manager of the Gulf of Mexico/Gulf Coast Business
Unit for Dominion Exploration and Production, which during his 10-year tenure, he grew into a $4.7 billion business that was sold
to ENI in 2007. Mr. Guilbeau began his career as a geologist at Shell Oil Company in 1981, where he held a variety of technical
and leadership positions. Mr. Guilbeau holds a B.S. degree in Earth Sciences from the University of New Orleans and an M.S. degree
in Geology from the University of New Mexico. Mr. Guilbeau brings extensive knowledge of, and company leadership in, the exploration
and production business to Glori’s board of directors.
There are no arrangements or understandings
between Mr. Guilbeau and any other person pursuant to which he was selected as interim Chief Executive Officer and President, nor
are there any family relationships between Mr. Guilbeau and any of the Company’s directors or executive officers. Mr. Guilbeau
is not party to any transactions with the Company required to be disclosed by Item 404(a) of Regulation S-K. No new compensatory
arrangements were entered into with Mr. Guilbeau in connection with his appointment as interim Chief Executive Officer and President.
Mr. Guilbeau’s current compensation is described in the Company’s Annual Report on Form 10-K..
A press release announcing Mr. Page’s
resignation, Mr. Guilbeau’s appointment, and Mr. Neuman’s appointment is furnished as Exhibit 99.1 hereto.
