Aurora Oil & Gas Corp - Current report filing (8-K)
08 May 2008 - 3:37AM
Edgar (US Regulatory)
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
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Date
of Report (Date of earliest event reported):
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May
6, 2008
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AURORA
OIL & GAS CORPORATION
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(Exact
name of registrant as specified in its charter)
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UTAH
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000-25170
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87-0306609
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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4110
Copper Ridge Drive, Suite 100, Traverse City, MI
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49684
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(231)
941-0073
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(Former
name or former address, if changed since last
report.)
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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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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.02
Compensatory
Arrangements of Certain Officers.
Change
of Control Agreements
On
October 19, 2007, the Board of Directors approved a change in control
arrangement to encourage certain key officers and employees to remain with
the
Company through any potential change in control. The change in control agreement
provides for the employment of the certain key officers and employees during
a
specified period following a change of control and provides certain benefits
in
the event that the key officer or employee’s employment is terminated during
such period by the Company other than for cause or by the key officer or
employee for good reason.
For
purposes of this arrangement, “change in control” is defined in the change in
control agreement to cover various transactions or occurrences resulting in
a
change in the Company’s stock or asset ownership.
The
change of control agreement provides that during the two-year period, the key
officer or employee will (i) have a position and duties commensurate to those
of
the officer prior to the change of control, (ii) perform his or her services
at
a location within a 35-mile radius from the previous work site before the change
in control, and (iii) receive an annual base salary at least equal to the
employee’s annual base salary prior to a change in control unless a reduction
occurs on a proportional basis simultaneously with a Company-wide reduction
in
senior management salaries.
In
the
event of a covered termination during the two-year period following a change
of
control, the arrangement provides for (i) the payment of an amount equal to
either one or two times the employee’s annual salary as specified in each
employee’s individual agreement, (ii) the provision for medical and dental
benefits for up to 24 months following the date of termination, and (iii)
benefits continuation substantially similar to those to which the employee
was
entitled prior to the date of termination.
On
May 6,
2008, the Board of Directors approved additional officers of the Company be
covered by this arrangement and their specified lump sum payments in the event
of termination as follows: (i) William W. Deneau (Chief Executive Officer)
two
times his annual base salary; (ii) Barbara E. Lawson (Chief Financial Officer)
two times her annual base salary (this is an increase from the one year she
was
previously awarded); (iii) John E. McDevitt (Chief Operating Officer) one times
his annual salary; and (iv) Gilbert A. Smith (Vice President) one times his
annual salary.
Item
9.01
Financial
Statements and Exhibits.
(d)
Exhibits
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99.1
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Form
of Change in Control Agreement.
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SIGNATURE
According
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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AURORA
OIL &
GAS CORPORATION
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Date:
May 7, 2008
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/s/ William
W. Deneau
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By:
William W. Deneau
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Its:
Chief Executive Officer
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