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): November 21, 2008
Basic Energy Services, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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1-32693
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54-2091194 |
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(Commission
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(IRS Employer |
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File Number)
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Identification No.) |
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| 400 W. Illinois, Suite 800 |
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| Midland, Texas
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79701 |
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(Zip Code) |
Registrant’s telephone number, including area code: (432) 620-5500
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 November 21, 2008, we entered into new employment agreements with two of our executive
officers, Charles W. Swift, our Senior Vice President – Operations Support, and Thomas Monroe
Patterson, our Senior Vice President – Rig and Truck Operations. These new agreements contain the
current base salaries being paid to the executive officers and amend certain provisions relating to
severance and other matters in connection with such officers’ promotions to their current
positions.
Pursuant to these agreements, Mr. Swift is entitled to an initial base salary of $250,000 and
Mr. Patterson is entitled to an initial base salary of $275,000. Each of Messrs. Swift and
Patterson will also be entitled to an annual performance bonus if certain performance criteria are
met. Under these employment agreements, the officer is eligible from time to time to receive
grants of stock options and other long-term equity incentive compensation under our Third Amended
and Restated 2003 Incentive Plan. If the officer’s employment is terminated for certain reasons,
he would be entitled to a lump sum severance payment equal to 1.50 times the sum of his base salary
plus his current annual incentive target bonus for the full year in which the termination of
employment occurred. Additionally, if the officer’s employment is terminated for certain reasons
within the six months preceding or the twelve months following a change of control of our company,
he would be entitled to a lump sum severance payment equal to two times the sum of his base salary
plus the higher of (i) his current annual incentive target bonus for the full year in which the
termination of employment occurred or (ii) the highest annual incentive bonus received by him for
any of the last three fiscal years. The officer’s employment agreement also provides for gross up
payments to the extent Section 280G of the Internal Revenue Code would apply to such payments as
excess “parachute” payments.
Each officer’s employment agreement is effective through December 31, 2009 and will
automatically renew for subsequent one year periods unless notice of termination is properly given
by us or the officer. In the event that the officer’s employment agreement is not renewed by us
and a new employment agreement has not been entered into, the officer will be entitled to the same
severance benefits described above.
As consideration for us entering into the above employment agreements, Messrs. Swift and
Patterson have each agreed in his employment agreement that, for a period of 6 months following the
termination of his employment by us without cause or by him for good reason, and for a period of
two years following the termination of his employment for retirement or any other reason, he will
not, among other things, engage in any business competitive with ours, render services to any
entity who is competitive with us or solicit business from certain of our customers or potential
customers. These non-competition restrictions shall not apply in the event that such termination
is within 12 months of a change in control of our business. Additionally, the officer has agreed
not to solicit any of our employees to reduce or adversely affect their employment with us for a
period of two years from such officer’s date of termination, for whatever reason. The foregoing
description of these employment agreements is qualified in its entirety by reference to the full
text of Mr. Swift’s employment agreement and Mr. Patterson’s employment agreement, each of which
are attached as exhibits hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Employment Agreement of Charles W. Swift, effective as of November 21, 2008.
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Employment Agreement of Thomas Monroe Patterson, effective as of November 21, 2008. |
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