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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): December 19, 2008
Concho Resources Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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001-33615
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76-0818600 |
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
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550 West Texas Avenue, Suite 100 |
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Midland, Texas
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79701 |
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(Address of Principal Executive Offices)
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(Zip Code) |
Registrants telephone number, including area code: (432) 683-7443
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.
Employment Agreement with Timothy A. Leach
On December 19, 2008, Concho Resources Inc. (the Company) entered into a new employment
agreement with its Chief Executive Officer, Timothy A. Leach (the Leach Agreement), which
replaces and supersedes the Companys prior employment agreement with Mr. Leach. The Leach
Agreement is for a term of three years, subject to termination upon notice or certain other
conditions, and automatically extends for an additional one year period every year thereafter
unless either party gives written notice that the automatic extension will not occur within 90 days
prior to the first day of the extension period. The provisions of the Leach Agreement are
substantially similar to the provisions of Mr. Leachs prior employment agreement with the Company,
other than: (i) Mr. Leachs annual base salary is increased to $475,000; (ii) the definition of
termination for cause is amended to add a prohibition on the use of Company stock owned or
controlled by Mr. Leach as collateral for a securities margin account; (iii) a provision is added
such that in the event of Mr. Leachs death or disability, an amount equal to Mr. Leachs annual
base salary will be paid out over a period of 24 months and a pro rated amount of Mr. Leachs
target bonus will be paid in a lump sum; (iv) the period in which Mr. Leach would receive payment
of his base salary in an involuntary termination not involving a change of control is extended to
24 months and (v) the amount Mr. Leach would receive in the event of an involuntary termination
involving a change of control is increased to be the amount equal to two times his annual base
salary plus two times his Average Annual Bonus (as defined in the Leach Agreement).
A copy of the Leach Agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by reference. The description of the Leach Agreement contained herein is
qualified in its entirety by reference to the full text of the Leach Agreement.
Employment Agreement with Steven L. Beal
On December 19, 2008, the Company entered into a new employment agreement with its
President and Chief Operating Officer, Steven L. Beal (the Beal Agreement), which replaces and
supersedes the Companys prior employment agreement with Mr. Beal. The Beal Agreement is for a term
of three years, subject to termination upon notice or certain other conditions, and automatically
extends for an additional one year period every year thereafter unless either party gives written
notice that the automatic extension will not occur within 90 days prior to the first day of the
extension period. The provisions of the Beal Agreement are substantially similar to the provisions
of Mr. Beals prior employment agreement with the Company, other than: (i) Mr. Beals annual base
salary is increased to $475,000; (ii) the definition of termination for cause is amended to add a
prohibition on the use of Company stock owned or controlled by Mr. Beal as collateral for a
securities margin account; (iii) a provision is added such that in the event of Mr. Beals death or
disability, an amount equal to Mr. Beals annual base salary will be paid out over a period of 24
months and a pro rated amount of Mr. Beals target bonus will be paid in a lump sum; (iv) the
period in which Mr. Beal would receive payment of his base salary in an involuntary termination not
involving a change of control is extended to 24 months and (v) the amount Mr. Beal would receive in
the event of an involuntary termination involving a change
of control is increased to be the amount equal to two times his annual base salary plus two times
his Average Annual Bonus (as defined in the Beal Agreement).
A copy of the Beal Agreement is attached hereto as Exhibit 10.2 and is
incorporated herein by reference. The description of the Beal Agreement contained herein is
qualified in its entirety by reference to the full text of the Beal Agreement.
Employment Agreement with E. Joseph Wright
On December 19, 2008, the Company entered into a new employment agreement with its Vice
President Engineering and Land, E. Joseph Wright (the Wright Agreement), which replaces and
supersedes the Companys prior employment agreement with Mr. Wright. The Wright Agreement is for a
term of three years, subject to termination upon notice or certain other conditions, and
automatically extends for an additional one year period every year thereafter unless either party
gives written notice that the automatic extension will not occur within 90 days prior to the first
day of the extension period. The provisions of the Wright Agreement are substantially similar to
the provisions of Mr. Wrights prior employment agreement with the Company, other than: (i)
Mr. Wrights annual base salary is increased to $300,000; (ii) the definition of termination for
cause is amended to add a prohibition on the use of Company stock owned or controlled by Mr.
Wright as collateral for a securities margin account; (iii) a provision is added such that in the
event of Mr. Wrights death or disability, an amount equal to Mr. Wrights annual base salary will
be paid out over a period of 18 months and a pro rated amount of Mr. Wrights target bonus will be
paid in a lump sum; (iv) the period in which Mr. Wright would receive continued payment of his base
salary in an involuntary termination not involving a change of control is extended to 18 months and
(v) the amount Mr. Wright would receive in the event of an involuntary termination involving a
change of control is increased to be the amount equal to two times his annual base salary plus two
times his Average Annual Bonus (as defined in the Wright Agreement).
A copy of the Wright Agreement is attached hereto as Exhibit 10.3 and is
incorporated herein by reference. The description of the Wright Agreement contained herein is
qualified in its entirety by reference to the full text of the Wright Agreement.
Employment Agreement with Darin G. Holderness
On December 19, 2008, the Company entered into a new employment agreement with its Vice
President Chief Financial Officer, Treasurer and Assistant Secretary, Darin G. Holderness (the
Holderness Agreement), which replaces and supersedes the Companys prior employment agreement
with Mr. Holderness. The Holderness Agreement is for a term of three years, subject to termination
upon notice or certain other conditions, and automatically extends for an additional one year
period every year thereafter unless either party gives written notice that the automatic extension
will not occur within 90 days prior to the first day of the extension period. The provisions of
the Holderness Agreement are substantially similar to the provisions of Mr. Holdernesss prior
employment agreement with the Company, other than: (i) Mr. Holdernesss annual base salary is
increased to $285,000; (ii) the definition of termination for cause is amended to add a
prohibition on the use of Company stock owned or controlled by
Mr. Holderness as collateral for a securities margin account; (iii) a provision is added such that
in the event of Mr. Holdernesss death or disability, an amount equal to Mr. Holdernesss annual
base salary will be paid out over a period of 18 months and a pro rated amount of Mr. Holdernesss
target bonus will be paid in a lump sum; (iv) the period in which Mr. Holderness would receive
continued payment of his base salary in an involuntary termination not involving a change of
control is extended to 18 months and (v) the amount Mr. Holderness would receive in the event of an
involuntary termination involving a change of control is increased to be the amount equal to two
times his annual base salary plus two times his Average Annual Bonus (as defined in the Holderness
Agreement).
A copy of the Holderness Agreement is attached hereto as Exhibit 10.4 and is
incorporated herein by reference. The description of the Holderness Agreement contained herein is
qualified in its entirety by reference to the full text of the Holderness Agreement.
Employment Agreement with David W. Copeland
On December 19, 2008, the Company entered into a new employment agreement with its Vice
President General Counsel and Secretary, David W. Copeland (the Copeland Agreement), which
replaces and supersedes the Companys prior employment agreement with Mr. Copeland. The Copeland
Agreement is for a term of three years, subject to termination upon notice or certain other
conditions, and automatically extends for an additional one year period every year thereafter
unless either party gives written notice that the automatic extension will not occur within 90 days
prior to the first day of the extension period. The provisions of the Copeland Agreement are
substantially similar to the provisions of Mr. Copelands prior employment agreement with the
Company, other than: (i) Mr. Copelands annual base salary is increased to $265,000; (ii) the
definition of termination for cause is amended to add a prohibition on the use of Company stock
owned or controlled by Mr. Copeland as collateral for a securities margin account; (iii) a
provision is added such that in the event of Mr. Copelands death or disability, an amount equal to
Mr. Copelands annual base salary will be paid out over a period of 18 months and a pro rated
amount of Mr. Copelands target bonus will be paid in a lump sum; (iv) the period in which Mr.
Copeland would receive continued payment of his base salary in an involuntary termination not
involving a change of control is extended to 18 months and (v) the amount Mr. Copeland would
receive in the event of an involuntary termination involving a change of control is increased to be
the amount equal to two times his annual base salary plus two times his Average Annual Bonus (as
defined in the Copeland Agreement).
A copy of the Copeland Agreement is attached hereto as Exhibit 10.5 and is
incorporated herein by reference. The description of the Copeland Agreement contained herein is
qualified in its entirety by reference to the full text of the Copeland Agreement.
Employment Agreement with Matthew G. Hyde
On December 19, 2008, the Company entered into a new employment agreement with its Vice
President Exploration, Matthew G. Hyde (the Hyde Agreement), which replaces and supersedes the
Companys prior employment agreement with Mr. Hyde. The Hyde Agreement is for a term of three
years, subject to termination upon notice or certain other conditions, and
automatically extends for an additional one year period every year thereafter unless either party
gives written notice that the automatic extension will not occur within 90 days prior to the first
day of the extension period. The provisions of the Hyde Agreement are substantially similar to the
provisions of Mr. Hydes prior employment agreement with the Company, other than: (i) Mr. Hydes
annual base salary is increased to $300,000; (ii) the definition of termination for cause is
amended to add a prohibition on the use of Company stock owned or controlled by Mr. Hyde as
collateral for a securities margin account; (iii) a provision is added such that in the event of
Mr. Hydes death or disability, an amount equal to Mr. Hydes annual base salary will be paid out
over a period of 18 months and a pro rated amount of Mr. Hydes target bonus will be paid in a lump
sum; (iv) the period in which Mr. Hyde would receive continued payment of his base salary in an
involuntary termination not involving a change of control is extended to 18 months and (v) the
amount Mr. Hyde would receive in the event of an involuntary termination involving a change of
control is increased to be the amount equal to two times his annual base salary plus two times his
Average Annual Bonus (as defined in the Hyde Agreement).
A copy of the Hyde Agreement is attached hereto as Exhibit 10.6 and is
incorporated herein by reference. The description of the Hyde Agreement contained herein is
qualified in its entirety by reference to the full text of the Hyde Agreement.
Employment Agreement with Jack F. Harper
On December 19, 2008, the Company entered into a new employment agreement with its Vice
President Business Development & Capital Markets, Jack F. Harper (the Harper Agreement), which
replaces and supersedes the Companys prior employment agreement with Mr. Harper. The Harper
Agreement is for a term of three years, subject to termination upon notice or certain other
conditions, and automatically extends for an additional one year period every year thereafter
unless either party gives written notice that the automatic extension will not occur within 90 days
prior to the first day of the extension period. The provisions of the Harper Agreement are
substantially similar to the provisions of Mr. Harpers prior employment agreement with the
Company, other than: (i) Mr. Harpers annual base salary is increased to $265,000; (ii) the
definition of termination for cause is amended to add a prohibition on the use of Company stock
owned or controlled by Mr. Harper as collateral for a securities margin account; (iii) a provision
is added such that in the event of Mr. Harpers death or disability, an amount equal to
Mr. Harpers annual base salary will be paid out over a period of 18 months and a pro rated amount
of Mr. Harpers target bonus will be paid in a lump sum; (iv) the period in which Mr. Harper would
receive continued payment of his base salary in an involuntary termination not involving a change
of control is extended to 18 months and (v) the amount Mr. Harper would receive in the event of an
involuntary termination involving a change of control is increased to be the amount equal to two
times his annual base salary plus two times his Average Annual Bonus (as defined in the Harper
Agreement).
A copy of the Harper Agreement is attached hereto as Exhibit 10.7 and is
incorporated herein by reference. The description of the Harper Agreement contained herein is
qualified in its entirety by reference to the full text of the Harper Agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description of Exhibit |
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10.1
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Employment Agreement, dated December 19, 2008, by and between
Concho Resources Inc. and Timothy A. Leach |
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10.2
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Employment Agreement, dated December 19, 2008, by and between
Concho Resources Inc. and Steven L. Beal |
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10.3
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Employment Agreement, dated December 19, 2008, by and between
Concho Resources Inc. and E. Joseph Wright |
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10.4
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Employment Agreement, dated December 19, 2008, by and between
Concho Resources Inc. and Darin G. Holderness |
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10.5
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Employment Agreement, dated December 19, 2008, by and between
Concho Resources Inc. and David W. Copeland |
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10.6
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Employment Agreement, dated December 19, 2008, by and between
Concho Resources Inc. and Matthew G. Hyde |
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10.7
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Employment Agreement, dated December 19, 2008, by and between
Concho Resources Inc. and Jack F. Harper |
SIGNATURES
Pursuant 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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CONCHO RESOURCES INC. |
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Date: December 19, 2008
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By:
Name:
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/s/ DAVID W. COPELAND
David W. Copeland
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Title:
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Vice President and General Counsel |
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EXHIBIT INDEX
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Exhibit No. |
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Description of Exhibit |
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10.1
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Employment Agreement, dated December 19, 2008, by and between
Concho Resources Inc. and Timothy A. Leach |
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10.2
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Employment Agreement, dated December 19, 2008, by and between
Concho Resources Inc. and Steven L. Beal |
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10.3
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Employment Agreement, dated December 19, 2008, by and between
Concho Resources Inc. and E. Joseph Wright |
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10.4
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Employment Agreement, dated December 19, 2008, by and between
Concho Resources Inc. and Darin G. Holderness |
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10.5
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Employment Agreement, dated December 19, 2008, by and between
Concho Resources Inc. and David W. Copeland |
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10.6
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Employment Agreement, dated December 19, 2008, by and between
Concho Resources Inc. and Matthew G. Hyde |
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10.7
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Employment Agreement, dated December 19, 2008, by and between
Concho Resources Inc. and Jack F. Harper |