Gulfport Energy: BY ELECTRONIC MAIL (Form 8-K)



Timothy cutt

3070 Place Walden

Mandeville, LA 70448

D: Modification of the letter of offer

Dear Tim:

This amendment (this’Amendment’), reflects our agreement to amend your original letter of offer between you and Gulfport Energy Corporation (the ‘Society‘), dated May 17, 2021 (the’Letter of Offer‘), in accordance with the following terms and conditions, in effect from September 2, 2021. All capitalized terms used here without definition will have the meaning assigned to them in the offer letter.


All references to the Acting Managing Director and the Acting Managing Director in the letter of offer will be replaced by the Managing Director and the Managing Director, respectively. Any reference to “Change of Control” will have the meaning assigned to it in the Gulfport Energy Corporation 2021 Stock Incentive Plan (the “”Equity plan‘).


The first four sentences of Section 3 of the Letter of Offer will be deleted in their entirety and replaced by the following text:

“You will perform the duties of CEO until you or the Company give notice of intention to terminate your employment (the period during which you perform the duties of CEO will be designated interchangeably by” “Initial terms‘or the’Term‘). Subject to the ability of the Board to dismiss you at any time, you will continue to serve as Chairman of the Board after the end of the term (the “Role of the President‘). You agree to give ninety (90) days notice of your intention to resign as CEO at any time. ‘


The second and third sentences of Section 4 of the Letter of Offer will be deleted in their entirety.


The reference to the Initial Term in the second sentence of Section 5 of the Offer Letter will be replaced by December 31, 2021. The third and fourth sentences of Section 5 of the Offer Letter will be deleted in their entirety.


A new sentence will be added at the end of section 6 (a) of the letter of offer, as follows:

“Notwithstanding the foregoing, you acknowledge and agree that the share awards granted to you by the Company as of July 23, 2021 have satisfied the obligations of the Company in accordance with this Section 6 (a). ”


A new section should be added to the letter of offer as section 8, as follows:

‘8. Breaking: Notwithstanding anything to the contrary herein, upon your termination of employment by the Company without cause following a change of control, subject to your execution and the non-revocation of an effective discharge of claims under a form provided by the Company within sixty (60) days after such termination of employment, you will receive severance pay in an amount equal to three (3) times the sum of (x) your base salary then in effect plus (y) your target annual bonus for the year in which the termination occurs, payable in a lump sum on the date that falls sixty (60) days following such termination. After your termination of employment, if you breach any of the restrictive covenants contained in Sections 11 to 17 hereof, your right to receive such severance pay will cease immediately and will be forfeited, and any severance pay previously paid to you will be immediately reimbursed by you to the Company.


The existing Sections 8 to 25 of the Letter of Offer are renumbered respectively 9 to 26, and any reference to these Sections is deemed to be updated if necessary.

This Addendum will only be used to amend and modify the Letter of Offer to the extent specifically provided herein. All terms, conditions, provisions and references of and to the Letter of Offer which are not specifically modified, amended and / or waived herein will remain in full force and will not be modified by the provisions hereof. All prior agreements, promises, negotiations and representations, whether oral or written, relating to the subject matter of this amendment not expressly set forth in this amendment are without force or effect.

This amendment may be signed in several copies, each being considered as an original, but which together constitute one and the same instrument. Signatures delivered by fax, PDF or DocuSign file constitute original signatures.

* * *

Please countersign this amendment below to indicate your acceptance of these terms and conditions.




/ s / Jason Martinez

Jason martinez

Chairman of the Compensation Committee


/ s / Timothy Cutt

September 2, 2021

Timothy cutt




Gulfport Power Company published this content on September 07, 2021 and is solely responsible for the information it contains. Distributed by Public, unedited and unmodified, on 07 September 2021 20:21:04 UTC.

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