CABOT OIL & GAS CORP appointed new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 


Employment Letter Agreement with Dan O. Dinges


In connection with the Merger, on May 23, 2021, Dan O. Dinges, the Company's Chairman, President and Chief Executive Officer, entered into an employment letter agreement with the Company (the "Dinges Agreement") that will be effective during the period commencing on the Effective Time and ending on the Chairman Succession Date (such period, the "Dinges Employment Period"). The Dinges Agreement will terminate and be of no force or effect if Mr. Dinges' employment with the Company terminates before the Effective Time or the Merger Agreement is terminated for any reason without the occurrence of the Merger.


The Dinges Agreement provides that Mr. Dinges will be employed as Executive Chairman of the Company and serve as a member of the Board during the Dinges Employment Period. He will receive an annual base salary of $1,100,000, will be eligible for an annual cash incentive award with a target opportunity of 130% of his annual base salary, will be granted annual long-term incentive awards with a target grant date fair value of $4,500,000, and will be provided employee benefits and perquisites no less favorable to those provided to Company executive officers. As will be provided in an amendment to the Company's amended and restated bylaws, Mr. Dinges may not be removed from his position as Executive Chairman during the Employment Period without an affirmative vote of 75% of the other members of the Board. Upon Mr. Dinges' termination of employment by the Company prior to or upon the expiration of the Dinges Employment Period, he will be entitled to the termination benefits provided under his existing change in control agreement with the Company, and his outstanding Company equity awards will be treated in accordance with the retirement provisions of the equity award agreements.


In addition to his existing perpetual confidentiality covenant in his change in control agreement, Mr. Dinges has agreed to be subject to one year post-termination non-competition and non-solicitation covenants.


Employment Letter Agreement with Thomas E. Jorden


In connection with the Merger, on May 23, 2021, Thomas E. Jorden, Cimarex's Chairman, President and Chief Executive Officer, entered into an employment letter agreement with the Company (the "Jorden Agreement") that will be effective during the period commencing on the Effective Time and ending on the third anniversary of the Effective Time or upon his earlier termination of employment with the Company (such period, the "Jorden Employment Period"). The Jorden Agreement will terminate and be of no force or effect if Mr. Jorden's employment with Cimarex is terminated before the Effective Time or the Merger Agreement is terminated for any reason without the occurrence of the Merger.


The Jorden Agreement provides that Mr. Jorden will be employed as the Company's President and Chief Executive Officer and serve as a member of the Board during the Jorden Employment Period. Mr. Jorden will receive a base salary of $1,125,000, will be eligible for an annual cash incentive award with a target opportunity of 130% of his annual base salary, will be granted annual long-term incentive awards with a target grant date fair value of $10,000,000, and will be provided with relocation assistance and other employee benefits and perquisites no less favorable to those provided to other Company executive officers. As will be provided in an amendment to the Company's amended and restated bylaws, Mr. Jorden may not be removed from his position as the Company's President and Chief Executive Officer or as a member of the Board without an affirmative vote of 75% of the other members of the Board.


Mr. Jorden's existing severance compensation agreement with Cimarex (the "Severance Agreement") will remain in full force and effect during the Jorden Employment Period. The Jorden Agreement provides that the length of the Change in Control Protection Period under the Severance Agreement will be for the duration of the Jorden Employment Period and revises the definition of "Good Reason" under such agreement to also include a diminution of Mr. Jorden's duties or responsibilities authorities, powers or functions, the failure of the Company or the Board to nominate him for election to the Board, a reduction in his annual long-term incentive award opportunity as described above or a required relocation to any location other than Houston, Texas. Upon the expiration of the Jorden Employment Period, if Mr. Jorden's employment with the Company is continuing, then he and the Company will enter into a change in control agreement that is consistent with, and no less favorable than, the change in control agreements then applicable to other executive officers of the Company.


The Jorden Agreement provides that if Mr. Jorden's employment is involuntarily terminated during the Employment Period, his outstanding Company equity awards will accelerate and vest in full (with achievement of any applicable performance metrics determined based on actual performance as of the date of his termination of employment).


Mr. Jorden remains subject to his existing perpetual confidentiality covenant and the one year post-termination non-competition and non-solicitation covenants contained in his Severance Agreement.


Amendments to Change in Control Agreements


On May 23, 2021, the Board approved amendments to the change in control agreements with the Company and each of Mr. Dinges, Scott C. Schroeder, Jeffrey W. Hutton, Philip L. Stalnaker, Steven W. Linderman and certain other Company executive officers, to amend and restate a portion of the definition of "Business Combination" (which is included within the definition of "Change in Control") to include the consummation of (i) a reorganization, merger or consolidation involving the Company or involving the issuance of shares of Company Common Stock or (ii) an acquisition by the Company, directly or through one or more subsidiaries, of another entity.