W&T Offshore, Inc. Change in Control Severance Plan
Exhibit 10.2
W&T OFFSHORE, INC. CHANGE IN CONTROL SEVERANCE PLAN
W&T Offshore, Inc., a Texas corporation (the “Company”) hereby adopts this W&T Offshore, Inc. Change in Control Severance Plan (the “Plan”), effective as of April 20th, 2023 (the “Effective Date”), for the benefit of “Eligible Employees” (as defined below).
The Plan supersedes any and all prior plans, policies or practices, written or oral, with respect to severance pay or benefits, which may have previously applied or been applied to any Eligible Employees. The Company expressly reserves the right at any time, and from time to time, for any reason in the Company’s sole discretion, to change, modify, alter, or amend the Plan in any respect, in whole or in part, and to terminate the Plan in full, with or without providing any advance notice.
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If to the Plan Administrator, unless otherwise designated by the Company in a written notice to the Eligible Employee:
W&T Offshore, Inc.
Attn: Executive Vice President and General Counsel
5718 Westheimer Rd., Suite 700
Houston, Texas 77057
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Eligible Employee shall also provide a copy of written notice to the Compensation Committee Chairman, which shall not constitute notice.
If to the Eligible Employee, at the Eligible Employee’s last known address on filed with the Company.
Any notice that is delivered personally or by overnight courier or telecopier in the manner provided herein shall be deemed to have been duly given to the Eligible Employee when it is mailed by the Company or, if such notice is not mailed to the Eligible Employee, upon receipt by the Eligible Employee. Any notice that is addressed and mailed in the manner herein provided shall be conclusively presumed to have been given to the party to whom it is addressed at the close of business, local time of the recipient, on the fourth day after the day it is so placed in the mail.
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EXHIBIT A
Eligible Employees
This Exhibit A will apply to Eligible Employees with the following titles:
1. | Executive Vice President and Chief Financial Officer |
2. | Executive Vice President and Chief Operating Officer |
3. | Executive Vice President and General Counsel |
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EXHIBIT B
Form of Participation Notice
This Participation Notice (this “Agreement”) is entered into as of the date set forth below (the “Participation Date”) by and between [NAME], (the “Eligible Employee”), and W&T Offshore, Inc. (the “Company”). Capitalized terms used herein that are not otherwise defined shall have the meaning ascribed to such terms in the W&T Offshore, Inc. Change in Control Severance Plan, as may be amended from time to time (the “Plan”).
[DATE]
[NAME]
Dear [NAME]:
You acknowledge that you have been selected to participate in the Plan. The terms and conditions of your participation are set forth in and governed by the terms of the Plan, including all exhibits thereto, and this participation notice (this “Participation Notice”).
By signing this Participation Notice and as a condition to, and in consideration of, your right to participate in the Plan, you hereby expressly acknowledge and agree that your participation in the Plan pursuant to this Participation Notice is subject to all terms and conditions of the Plan, including all appendices thereto.
Please note that you are not required to participate in the Plan and may decline participation in the Plan by not timely returning this Participation Notice.
If you wish to accept participation in the Plan, you must execute this Participation Notice and see that it is returned in person or via email to Jonathan Curth at ***@*** so that it is received no later than [Date]. This Participation Notice may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.
If you have any questions regarding this Participation Notice or the Plan, please direct those questions to Jonathan Curth at ***@***.
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Agreed to and accepted:
W&T OFFSHORE, INC.
By:
Name:
Title:
PARTICIPANT
[NAME]
Date
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EXHIBIT C
Severance Benefits
1. | The Eligible Employee’s Salary through the Separation Date, reimbursement for business expenses in accordance with Company policy, accrued and unused paid time off as of the Separation Date, if any, payable in accordance with the Company’s vacation policies as in effect as of such date, and vested employee benefits accrued through the Separation Date in accordance with applicable law or the governing plan rules; |
2. | An amount equal to two times the sum of the Eligible Employee’s Salary and Target Bonus, with payment made in a lump sum as soon as practicable, but no later than 10 days after the Release Effective Date and in accordance with Section 409A; |
3. | Any earned but unpaid annual bonus, if any, with respect to the calendar year ending on or preceding the Separation Date, payable as soon as practicable, but no later than 10 days after the Release Effective Date; |
4. | A payment equal to the product of (a) the Eligible Employee’s target annual bonus for the calendar year that includes the Separation Date and (b) a fraction, the numerator of which is the number of days prior to the Separation Date in the calendar year in which the Separation Date occurs and the denominator of which is the number of days in such year, payable as soon as practicable, but no later than 10 days after the Release Effective Date; |
5. | Subject to the Eligible Employee’s timely election of continuation coverage pursuant to COBRA, the employer portion of continued coverage for a period of 18 months following the Separation Date for the Eligible Employee and his or her eligible dependents under the Company’s health plans if and in which the Eligible Employee participated immediately prior to the Separation Date or any equivalent plans maintained by the Company in replacement thereof; and |
6. | The vesting and forfeiture of any equity incentive awards held by the Eligible Employee will be determined in accordance with the applicable equity incentive plan and award agreement pursuant to which such awards are granted. |
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EXHIBIT D
Agreement and General Release
This General Release of Claims (this “Release” or “Agreement”) is entered into by and between [Name] (“Employee”) and W&T Offshore, Inc. (the “Company”).
WHEREAS:
NOW THEREFORE, the Company and Employee agree as follows:
This general release includes any Claims arising out of any federal, state or local statutes, regulations, ordinances or common law, and whether based on contract, tort, or statute or any other legal or equitable theory of recovery, including but not limited to claims arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866, the Civil Rights Act of 1991, the federal Age Discrimination in Employment Act of 1967, the federal Equal Pay Act, the United States Constitution, the federal Employee Retirement Income Security Act, the federal Older Workers Benefit Protection Act, the federal Americans With Disabilities Act, the federal Family and Medical Leave Act, Executive Orders 11246 and 11141, the Worker Adjustment Retraining and Notification Act, the Genetic Information and Non-Discrimination Act, the National Labor Relations Act, the Uniformed Services Employment and Reemployment Rights Act, or the Occupational Safety and Health Act, [INSERT SPECIFIC STATE LAWS AS APPLICABLE] and any other federal, state or local law or ordinances, or any common law claim under tort,
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contract or any other theories now or hereafter recognized. [ONLY FOR CALIFORNIA EMPLOYEES: EMPLOYEE ACKNOWLEDGES THAT S/HE IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
EMPLOYEE, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY RIGHTS S/HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.]
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[ONLY FOR EMPLOYEES IN CALIFORNIA: Arbitration. Employee and the Company understand and agree that, except as to the matters discussed in Paragraph 4, in the event there is any dispute or claim arising out of or relating to Employee’s general release of claims set forth in Paragraph 2, Employee’s employment and Employee’s separation of employment with the Company, and/or this Agreement, including, without limitation, a dispute about the validity, enforceability or coverage of the Agreement, the arbitrability of a claim, this paragraph, and the release or the assertion of a claim covered by the release, all such disputes or claims will be resolved exclusively through final and binding arbitration. The parties understand that, by this paragraph, they are waiving any right they may have to a jury trial. Employee understands that his/her claim(s) will be heard by an arbitrator, not a judge. This binding arbitration provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and not intended to cover claims that cannot by federal law be required to be arbitrated. The American Arbitration Association’s Employment Arbitration Rules (“AAA Employment Rules”) will govern any arbitration proceeding initiated under this paragraph. The AAA Employment Rules, which include an explanation of the process for commencing an arbitration and other rules governing an arbitration, may be found at the AAA’s web site: www.adr.org. The Company agrees to pay the AAA administrative fees, as well as the Arbitrator’s fees and expenses. Employee understands and agrees that he or she is responsible to pay his/her own legal fees and expenses associated with any arbitration proceeding, subject to the Arbitrator’s authority to award attorney fees, costs or other remedies in accordance with applicable law. A party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such provisional relief. By initialing, Employee acknowledges that Employee has read and understands this paragraph. Employee Initials: __________.]
1 Note to Draft: If under 40 (whether single termination or RIF/layoff): only required to give “a reasonable period of time.” If single termination and over 40: must give 21 days + 7 day revocation period. If multiple terminations (RIF/layoff) and over 40: must give 45 days + 7 day revocation period.
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Employee expressly acknowledges that Employee has read the foregoing, that Employee has had sufficient time to review it with an attorney of Employee’s choosing, that Employee understands the Releases terms and conditions and that Employee intends to be legally bound by it.
IN WITNESS THEREOF, the parties have executed this Release.
DO NOT SIGN THIS RELEASE BEFORE THE CLOSE OF BUSINESS ON THE SEPARATION DATE SET FORTH ABOVE.
2 Note to Draft: Delete in non-RIF/layoff where employee does not receive separation agreement before the Separation Date.
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EMPLOYEE Signed: Name: Date: | W&T OFFSHORE, INC. Signed: Name: Date: |
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