GOVERNANCE TERM SHEET. 5 person board of directors of Reorganized PDC (the “Board”): o Required Consenting First Lien Creditors shall select 4 out of 5 members of the Board. o At least 1 director shall be independent as defined by NYSE; the Company shall have consultation rights, but not veto rights, regarding the independent director. • CEO to be appointed to the Board. • Other governance matters to be determined solely by the Required Consenting First Lien Creditors after consultation in good faith with the Company and with the Required Consenting Second Lien Creditors. EXHIBIT D EMPLOYEE MATTERS TERM SHEET THIS TERM SHEET DOES NOT ADDRESS ALL MATERIAL TERMS THAT WOULD BE REQUIRED IN CONNECTION WITH ANY POTENTIAL RESTRUCTURING OR THE MATTERS ADDRESSED HEREIN. THIS TERM SHEET HAS BEEN PRODUCED FOR SETTLEMENT PURPOSES ONLY AND IS SUBJECT TO RULE 408 OF THE FEDERAL RULES OF EVIDENCE AND OTHER SIMILAR APPLICABLE STATE AND FEDERAL STATUTES, RULES AND LAWS. THIS DOCUMENT IS STRICTLY CONFIDENTIAL. ALL CAPITALIZED TERMS USED AND NOT DEFINED HEREIN SHALL HAVE THE MEANING ASSIGNED TO SUCH TERM UNDER THE RESTRUCTURING TERM SHEET, TO WHICH THIS EMPLOYEE MATTERS TERM SHEET IS APPENDED AS EXHIBIT D. EMPLOYEE MATTERS Management Incentive Plan Plan Reserve: A number of Reorganized PDC common equity securities representing up to 8% of the New Reorganized PDC Equity as of the Effective Date on a fully diluted basis, and taking into account the Plan Reserve13 and any equity securities issued and outstanding as of the Effective Date, any warrants or securities convertible, exercisable or exchangeable therefor issued and outstanding as of the Effective Date, will be reserved for issuance pursuant to the Management Incentive Plan. Eligibility and Grants: The Management Incentive Plan, together with any grants, awards or agreements in connection therewith, to be determined by the Board of Reorganized PDC. Employment and Severance Agreements Eligibility: Pacific Drilling Manpower, Inc. has entered into agreements with certain executives that provide them with severance benefits if their employment is terminated by Pacific Drilling Manpower, Inc. without Cause or by the executive for “Good Reason”. In general, enhanced severance benefits are available if the termination occurs within a defined period following a Change of Control, as set forth in each of the respective agreements. Messrs. Xxxxxx X. Xxxxxxx (the Chief Executive Officer) and Xxxxx X. Xxxxxx (the Chief Financial Officer) are parties to e...
GOVERNANCE TERM SHEET. This Governance Term Sheet (this “Term Sheet”) summarizes certain material terms in respect of the corporate governance of Reorganized Chaparral (as used herein, the “Company”) to be reflected in the New Governance Documents (as defined below) as of the Plan Effective Date, and is not an exhaustive list of all terms that will apply in respect of the corporate governance of the Company. Without limiting the generality of the foregoing, this Term Sheet and the terms and undertakings set forth herein are subject in all respects to the negotiation, execution and delivery (as applicable) of definitive documentation. Capitalized terms used but not otherwise defined in this Term Sheet shall have the respective meanings given to them in the Restructuring Support Agreement, dated as of August 15, 2020 (the “RSA”), by and among CEI and the other Company Parties and Consenting Creditors party thereto. Corporate Structure: The Company shall be a Delaware corporation and may, but need not be, Chaparral Energy, Inc. (“CEI”), as reorganized pursuant to the Plan.
GOVERNANCE TERM SHEET. Structure The Liquidation Trust. A Delaware statutory trust will be formed for the purpose of (i) monetizing the estates’ non-Cash assets and distributing Cash to holders of allowed claims; (ii) resolving disputed general unsecured claims and making distributions to claims that become allowed after the Effective Date; and (iii) facilitating the general wind-down of the debtors’ estates following the Effective Date, and managing expenses in connection with the foregoing. Trust Assets. On the Effective Date, all assets of the Debtors’ estates, including all causes of action not waived, released or compromised in the Plan, will be transferred to the Liquidation Trust, other than certain assets designated to remain with the Debtors. Board of Trustees and Trust Management
GOVERNANCE TERM SHEET. Prior to the Closing, the Parties shall take all necessary action to implement the terms set forth in the Governance Term Sheet attached hereto as Exhibit G. Without limiting the foregoing, the Parties shall take all necessary action to (i) terminate that certain Governance Agreement, dated as of August 13, 2019, by and among Paramount, NAI and the other parties thereto, effective as of immediately prior to the New Paramount Merger Effective Time, and (ii) cause, effective as of immediately following the New Paramount Merger Effective Time, (A) the board of directors of the Surviving New Paramount Entity (the “Surviving New Paramount Entity Board”) to consist of up to thirteen (13) members, as designated by Skydance in writing at least three (3) Business Days prior to the Closing; (B) Xxxxx Xxxxxxx to be elected as the chair of the Surviving New Paramount Entity Board and the individual identified by Skydance in writing at least three (3) Business Days prior to the Closing to be elected as the vice chair of the Surviving New Paramount Entity Board; and (C) the initial officers of the Surviving New Paramount Entity to be those individuals designated by Skydance in writing at least three (3) Business Days prior to the Closing (who shall include Xxxxx Xxxxxxx as Chief Executive Officer), in the case of each of clauses (A)-(C), until otherwise determined in accordance with the Surviving New Paramount Entity Organizational Documents.
