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 16, 2008
MARINER ENERGY, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-32747
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86-0460233 |
(State or other jurisdiction of
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(Commission
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(I.R.S. Employer |
incorporation)
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File Number)
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Identification No.) |
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One BriarLake Plaza, Suite 2000 |
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2000 West Sam Houston Parkway South |
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Houston, Texas
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77042 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (713) 954-5500
(Former name or former address, if changed since last report)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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.
On June 16, 2008, the board of directors of Mariner Energy, Inc. (Mariner) approved a 2008
Long-Term Performance-Based Restricted Stock Program (the Program) under Mariners Stock
Incentive Plan, as amended or restated from time to time (the Plan). The Program is intended to
encourage executive officers and other senior employees to focus on furthering Mariners long-term
performance and foster participant retention and stock ownership. The performance aspect of the
Program is determined by reference to the price of Mariners common stock. The board of directors
reserved 1,316,993 shares of Mariners common stock for issuance under the Program out of unissued
shares reserved for issuance under the Plan. The shares reserved for issuance under the Program
were set at 1.5% of Mariners issued and outstanding shares of common stock as of April 30, 2008.
Grants under the Program are made pursuant to written restricted stock agreements under the Plan.
Under the Program, restricted stock generally vests as follows: (i) 40% of the shares vest pro
rata over five years beginning on the first anniversary of the date on which the rolling 15-day
average closing price per share of Mariners common stock is $38 or more but less than $46 (40%
Qualification Event), and (ii) the remaining 60% of the shares vest pro rata over seven years
beginning on the first anniversary of the date on which the rolling 15-day average closing price
per share of Mariners common stock is $46 or more (100% Qualification Event), in each case, if
the participant then remains employed by Mariner. All unvested shares which do not become subject
to these vesting schedules before June 16, 2018 are then forfeited.
The Program provides for accelerated vesting of some or all shares upon a change of control of
Mariner and certain employment terminations. Upon a change of control involving consideration for
Mariners common stock of, or a termination of employment due to a participants death or
disability which occurs when the rolling 15-day average closing price of Mariners common stock is,
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$46 or more per share, all shares fully vest, |
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$38 or more but less than $46 per share, the number of shares that vests is the
greater of the number of shares that (i) would vest pro rata for each cent of share
consideration or price, as applicable, beginning with 40% vesting at $38 per share
up to 100% vesting at $46 per share, or (ii) became subject to vesting upon a
previous 40% Qualification Event and 100% Qualification Event, and |
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less than $38 per share and a 40% Qualification Event previously occurred, the
shares which then became subject to vesting fully vest. |
Partial accelerated vesting also occurs upon a qualified retirement and if there is a tax liability
upon retirement eligibility with no employment termination. Upon a termination of employment by
Mariner without cause or by participant for good reason which occurs after a (i) 100% Qualification
Event, one-fifth of 40% of the shares granted plus one-seventh of 60% of the shares granted vests,
and (ii) 40% Qualification Event, one-fifth of 40% of the shares granted vests. Shares which do
not vest upon a change of control or employment termination are forfeited.
Mariners board of directors approved, as of June 16, 2008, discretionary restricted stock grants
under the Program to each of Mariners executive officers and certain other senior employees. The
number of shares of restricted common stock granted to Mariners principal executive officer,
principal financial officer, and three other most highly compensated executive officers in 2007
are:
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Name and Principal Position |
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Restricted Stock |
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Scott D. Josey, |
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237,059 |
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Chairman of the Board,
Chief Executive Officer and President |
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John H. Karnes, |
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39,510 |
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Senior Vice President,
Chief Financial Officer and Treasurer |
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Dalton F. Polasek, |
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89,556 |
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Chief Operating Officer |
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Mike C. van den Bold, |
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65,850 |
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Senior Vice President and
Chief Exploration Officer |
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Judd A. Hansen , |
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65,850 |
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Senior Vice PresidentShelf and Onshore |
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The form of restricted stock agreement for Program participants is attached as Exhibit 10.2 and
incorporated herein by reference. The above description of the Program is a summary and is
qualified in its entirety by the complete text of the form of restricted stock agreement for
Program participants and the Plan which previously was filed.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Description |
10.1*
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Mariner Energy, Inc. Second Amended and Restated Stock Incentive Plan,
effective as of February 6, 2007 (incorporated by reference to Exhibit
10.3 to Mariners Form 10-K filed on April 2, 2007). |
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10.2+
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Form of Restricted Stock Agreement (2008 Long-Term Performance-Based
Restricted Stock Program) under Mariner Energy, Inc. Second Amended and
Restated Stock Incentive Plan. |
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Incorporated by reference as indicated. |
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Management contract, plan or arrangement. |
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