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
April
18, 2008
(Date
of earliest event reported)
Callon
Petroleum Company
(Exact
name of registrant as specified in its charter)
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Delaware
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001-14039
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64-0844345
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification Number)
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200
North Canal St.
Natchez,
Mississippi 39120
(Address
of principal executive offices, including zip code)
(601)
442-1601
(Registrant's
telephone number, including area code)
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):
£ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
£ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
£
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
£
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Section
5 — Corporate Governance and Management
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On April
18, 2008, Callon Petroleum Company entered into severance compensation
agreements with Fred L. Callon, Chairman and Chief Executive Officer, B.F.
Weatherly, Executive Vice President and Chief Financial Officer, Stephen F.
Woodcock, Vice President, Thomas E. Schwager, Vice President, and Rodger W.
Smith, Vice President and Treasurer. No benefits are payable under
the agreements unless there shall have been a Change in Control (as defined in
the agreements) of Callon Petroleum Company and the executive’s employment by
Callon shall thereafter have been terminated within two (2) years after the date
of such Change in Control, unless such termination is on account of executive’s
death, in which case such termination must occur within six (6) months following
a Change in Control. Payment of benefits also applies if the
executive’s employment is terminated as a result of his or her disability,
dismissal “for cause,” or dismissal for “good reason,” as defined in the
agreements.
With
respect to the severance compensation agreement by and between the Company and
Mr. Callon, benefits payable thereunder consist of (1) accelerated vesting of
all stock option agreements, restricted stock agreements, performance stock
awards, or other applicable agreements, (2) a lump sum payment equal to three
(3) times the sum of (i) the executive’s annual base salary in effect
immediately prior to a Change in Control or if higher, the annual base salary in
effect immediately prior to the date of termination and (ii) the greater of (a)
the average bonus earned with respect to the three (3) most recently completed
full fiscal years or (b) the target bonus for the fiscal year in which the
Change in Control occurs, and (3) continuation of benefits for a period of
thirty-six (36) months after the date of termination for all life, disability,
medical, dental, accident and health insurance coverage to which executive was
entitled immediately prior to termination.
With
respect to the severance compensation agreements by and between the Company and
the other executive officers, benefits payable thereunder consist of (1)
accelerated vesting of all stock option agreements, restricted stock agreements,
performance stock awards, or other applicable agreements, (2) a lump sum payment
equal to three (2) times the sum of (i) the executive’s annual base salary in
effect immediately prior to a Change in Control or, if higher, the annual base
salary in effect immediately prior to the date of termination and (ii) the
greater of (a) the average bonus earned with respect to the three (3) most
recently completed full fiscal years or (b) the target bonus for the fiscal year
in which the Change in Control occurs, and (3) continuation of benefits for a
period of twenty-four (24) months after the date of termination for all life,
disability, medical, dental, accident and health insurance coverage to which
executive was entitled immediately prior to termination.
The
foregoing description of the severance compensation agreements is not complete
and is qualified in its entirety by reference to the full text of the
agreements, copies of which are filed as Exhibits 10.1 and 10.2 respectively to
this Current Report on Form 8-K and incorporated herein by
reference.
Section
9 — Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits
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(c) Exhibits
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Exhibit Number
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Title of Document
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10.1
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Severance
Compensation Agreement executed on April 18, 2008 by and between Fred L.
Callon and Callon Petroleum Company. |
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10.2
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Form
of Severance Compensation Agreement by and between Callon Petroleum
Company and its executive officers. |
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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Callon
Petroleum Company
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April
18, 2008
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By:
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s/s B. F. Weatherly
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B.F.
Weatherly
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Executive
Vice President and
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Chief
Financial Officer
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Exhibit
Index
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Exhibit Number
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Title of Document
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Severance
Compensation Agreement executed on April 18, 2008 by and between Fred L.
Callon and Callon Petroleum Company. |
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Form
of Severance Compensation Agreement by and between Callon Petroleum
Company and its executive officers. |