Item 5.02 Departure of Directors or Principal Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.




(a)  Officer Departures. On April 17, 2020, Scott Pittman resigned as Senior
Vice President and Chief Financial Officer of Chaparral Energy, Inc. (the
"Company") to pursue other interests. Under the terms of Mr. Pittman's existing
employment agreement, in connection with his separation from the Company,
Mr. Pittman is entitled to receive the following severance benefits, subject to
his entry into the general release provided for in his employment agreement:
(i) an aggregate cash severance amount, payable in the form of salary
continuation over a period of 12 months following the date of Mr. Pittman's
termination, of $473,289, which is equal to the sum of 12 months of
Mr. Pittman's base salary, plus 100% of Mr. Pittman's annual bonus for the 2019
fiscal year, and (ii) to the extent Mr. Pittman elects COBRA continuation
coverage, for a period of 12 months after termination the Company will reimburse
Mr. Pittman on a monthly basis for the difference between the amount Mr. Pittman
pays for such health, dental and vision benefits for him, his spouse and his
eligible dependents and the employee contribution amount that the Company's
active employees pay for comparable coverage, in each case, less any applicable
taxes and withholding. The form of general release attached to Mr. Pittman's
employment agreement provides that Mr. Pittman will have a period of seven days
after signing that agreement to revoke. Under Mr. Pittman's employment
agreement, the first installment of the $473,289 cash severance payment is not
payable until the date that Mr. Pittman's general release is no longer
revocable, or, if later, the Company's first payroll date occurring on or after
the 60th day following Mr. Pittman's termination.
On April 17, 2020, Mark Ver Hoeve retired and ceased to serve as Vice
President-Geoscience of the Company. Because Mr. Ver Hoeve is not party to an
employment agreement with the Company, his separation benefits are provided
under the Company's Executive Severance Plan (the "Severance Plan"), subject to
his entry into a general release in the form provided by the Company: (i) an
aggregate cash severance amount, payable in substantially equal installments
over a 12-month period, of $408,436, which is equal to the sum of Mr. Ver
Hoeve's base salary, plus 100% of Mr. Ver Hoeve's projected annual bonus for the
2020 fiscal year, prorated for the number of days Mr. Ver Hoeve was employed by
the Company in the 2020 fiscal year and (ii) to the extent Mr. Ver Hoeve elects
COBRA continuation coverage, for a period of 12 months after termination, the
Company will reimburse Mr. Ver Hoeve for such coverage at the same rate as it
pays for health insurance coverage for its active employees (with Mr. Ver Hoeve
required to pay for any employee-paid portion of such coverage), in each case,
less any applicable taxes and withholding. Under the Severance Plan, the first
installment of the $408,436 cash severance payment is not payable until the date
Mr. Ver Hoeve's general release is no longer revocable, or, if later, 60 days
following Mr. Ver Hoeve's termination. The form of general release furnished by
the Company to Mr. Ver Hoeve provides that Mr. Ver Hoeve will have a period of
seven days after signing to revoke. The severance payments and COBRA benefits
described above are subject to Mr. Ver Hoeve's continued compliance with certain
confidentiality, non-competition and non-solicitation provisions of the
Participation and Restricted Covenant Agreement executed by Mr. Ver Hoeve in
order to participate in the Severance Plan. The Company is evaluating candidates
to fulfill Mr. Ver Hoeve's function.
(b)  Temporary Assumption of Certain Chief Financial Officer Duties. The Company
intends to conduct a search to fill the vacancy in the Chief Financial Officer
position resulting from Mr. Pittman's departure. In accordance with the
Company's Second Amended and Restated Bylaws, the Company has temporarily
assigned the authority specific to the Chief Financial Officer to the Company's
Controller until the Chief Financial Officer vacancy has been filled. Stephanie
A. Carnes currently serves as the Company's Controller. Except for the retention
program described below in paragraph (e) of this Item 5.02, Ms. Carnes'
compensation arrangements have not been modified in connection with the
temporary assignment of these additional duties. The description of Ms. Carnes'
background, age and business experience provided under the heading "Executive
Officers" in the Schedule 14A filed by the Company with the Securities and
Exchange Commission on May 23, 2019 is incorporated by reference herein.
(c)  Executive Retention Program and Modification of Annual Incentive Plan.
On April 17, 2020, following consultation with the Company's independent
compensation consultant, the Compensation Committee (the "Committee") of the
Company's Board of Directors approved: (a) the material terms of a retention
program for the Company's five executive officers, including the Company's Chief
Executive Officer ("KERP") and (b) a modification of the Company's existing
Annual Incentive Plan for the five executive officers.
Executive Retention Program.
Pursuant to the KERP, if a participating executive does not continue his or her
employment with the Company for approximately twelve months (unless the
participant is terminated by the Company without cause or leaves for good
reason, in each case as defined in the KERP), the participant will forfeit the
full amount of his or her retention payment. The KERP payments are in lieu of
long-term incentive grants that would customarily have been made to the KERP
participants in 2020. If a KERP participant is

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terminated for cause or voluntarily terminates his or her employment with the
Company without good reason, that participant must repay his or her KERP payment
in full.
The Company's executive officers will receive the following respective amounts
under the KERP:
       Executive                        Position                   Retention Payment
                         Chief Executive Officer, President and
Charles Duginski         Director                                $           725,000
Justin P. Byrne          Vice President and General Counsel      $           520,000
Joshua D. Walker         Vice President-Completions & Operations $           305,000
Clinton J. Calhoun       Vice President-Resource Development     $           300,000
Stephanie A. Carnes      Vice President and Controller           $           300,000


Modification of Annual Incentive Plan.
The Company has historically made payments under its Annual Incentive Plan on an
annual basis on or about March 15th of the year following the applicable
performance period. The Committee has approved the modification of the Annual
Incentive Plan for the five executive officers named above; payments will now be
measured and paid on a calendar quarterly basis.
As a result of the modification described above, each executive participant will
receive one-half of his or her incentive target as soon as is possible, subject
to clawback and true-up based on actual performance at the end of the second
quarter of 2020. The payment and timing associated with the third and fourth
quarters of 2020 will be determined at the end of the second quarter and third
quarter, respectively, subject to clawback and true-up based on actual
performance at the end of the third and fourth quarters.
The target incentive amounts for each of the Company's executive officers under
the Annual Incentive Plan are set forth below:
       Executive                        Position                   Target Incentive (1)
                         Chief Executive Officer, President and
Charles Duginski         Director                                $              525,000
Justin P. Byrne          Vice President and General Counsel      $              224,000
Joshua D. Walker         Vice President-Completions & Operations $              168,000
Clinton J. Calhoun       Vice President-Resource Development     $              165,000
Stephanie A. Carnes      Vice President and Controller           $              139,000

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(1) If all performance metrics are achieved at exactly the threshold amounts, then each executive would be entitled to receive 50% of such executive's target amount. If exceptional performance is achieved during 2020, each executive would be eligible to receive up to 200% of such executive's target amount.

Item 7.01. Regulation FD Disclosure

On April 20, 2020, the Company issued a press release with respect to the departure of Mr. Pittman and Mr. Ver Hoeve. The full text of the press release is furnished with this Report as Exhibit 99.1 to this Current Report on Form 8-K. A copy of the press release is being furnished as Exhibit 99.1 hereto and is incorporated into this Item 7.01 by reference. In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 of this current report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits The exhibit listed in the following Exhibit Index is filed as part of this Current Report on Form 8-K.



Exhibit Number     Description
99.1                 Press release of Chaparral Energy, Inc. dated April 20, 2020.

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