Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with the previously announced dissolution, winding up and
liquidation (the "Dissolution") of Riviera Resources, Inc. ("Riviera" or the
"Company"), on December 2, 2020, the Compensation Committee (the "Compensation
Committee") of the Board of Directors (the "Board") of the Company terminated
the Company's short term cash incentive bonus program historically used to
incentivize and retain its employees (the "Annual Bonus Program"), effective as
of December 31, 2020.
Also in connection with the Dissolution, the Compensation Committee terminated
that certain severance plan, initially effective as of March 1, 2019 and amended
as of September 1, 2019 (the "Current Severance Plan"), and adopted an amended
and restated severance plan (the "Amended and Restated Severance Plan") that
will cover certain employees, including our named executive officers, David
Rottino and Darren Schluter. The termination of the Current Severance Plan and
the adoption of the Amended and Restated Severance Plan are effective as of
December 31, 2020 and January 1, 2021, respectively. The Amended and Restated
Severance Plan provides each participant, upon the participant's termination of
employment without "cause" or resignation for "good reason" (each as defined in
the Amended and Restated Severance Plan), with post-termination COBRA coverage
(or, alternatively, the monetary value thereof) for a specified duration (24
months in the case of Mr. Rottino and 12 months in the case of Mr. Schluter),
subject to the participant's execution and non-revocation of a release of
claims.
Additionally, in connection with the recent change in size of the Board and
change in the Board's anticipated activity following the Dissolution, the
Compensation Committee approved annual director compensation to be paid to Evan
Lederman for his service as Chairman of the Board (including any committees,
special committees, independent committees or similar functions) during the
calendar year of 2021 in the form of an annual retainer of $175,000, paid
quarterly in arrears during the period Mr. Lederman serves as a member of the
Board and pro-rated for any partial periods of service. Mr. Lederman has served
as a member of our Board since its formation in April 2018 and previously served
as the chairman of the board of directors of Linn Energy, LLC, our predecessor.
Mr. Lederman is a Managing Director, Co-Head of Restructuring and Partner on the
Investment Team at Fir Tree Partners ("Fir Tree"), a global alternative
investment firm. Mr. Lederman focuses on the funds' distressed credit and
special situation investment strategies, including co-managing its energy
restructuring initiatives. Prior to joining Fir Tree, Mr. Lederman worked in the
Business Finance and Restructuring groups at Weil, Gotshal & Manges LLP and the
Bankruptcy and Litigation groups at Cravath, Swaine & Moore LLP. As a lawyer,
investor and board member, Mr. Lederman has over 15 years of direct experience
focused on liquidating estates / companies, with a special focus on oversight
management, investor alignment, litigation, and claims reconciliation and
reduction. The Compensation Committee conducted a review of industry practices
for outside directors in connection with the approval of Mr. Lederman's
compensation and, based on his experience, believes his compensation is
appropriate. In connection with these changes David Rottino, President and CEO,
Holly Anderson, Executive Vice President and General Counsel, and Darren
Schluter, Executive Vice President and CFO, have agreed to continue with the
Company to provide continuity for the Dissolution at a reduced compensation and
benefit package. Joseph Mills will also continue as an independent member of the
Board under his previous compensation arrangement, although he will no longer
receive compensation in the form of equity in the Company.
The foregoing description of the Amended and Restated Severance Plan is a
summary and is qualified in its entirety by reference to the full text of the
Amended and Restated Severance Plan, which is attached hereto as Exhibit 10.1
and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 Amended and Restated Severance Plan
104 Cover Page Interactive Data File (formatted in Inline XBRL and
contained in Exhibit 101).
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