Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At a meeting on November 5, 2009, the Board of Directors (the "Board") of
Concho Resources Inc. (the "Company") elected Mr. Mark B. Puckett as a director
to fill the newly created directorship resulting from the Board's decision to
increase the number of directors from seven to eight. Mr. Puckett will serve as
a Class II director, and his term on the Board will expire at the Company's
annual meeting of stockholders in 2012. The Board has not yet determined what
committee or committees, if any, on which Mr. Puckett will serve.
There are no understandings or arrangements between Mr. Puckett and any other
person pursuant to which Mr. Puckett was elected to serve as a director of the
Company. There are no relationships between Mr. Puckett and the Company or any
of its subsidiaries that would require disclosure pursuant to Item 404(a) of
Regulation S-K. As a non-employee director, Mr. Puckett will receive
compensation in accordance with the Company's policies for compensating
non-employee directors, including any long-term equity incentive awards under
the Company's 2006 Stock Incentive Plan.
In connection with Mr. Puckett's election to the Board, he received an
initial equity award of 1,864 shares of restricted stock. The shares of
restricted stock, which were issued under the Company's 2006 Stock Incentive
Plan, vest on November 5, 2010. In addition, the Company entered into an
indemnification agreement with Mr. Puckett on November 5, 2009. The
indemnification agreement is attached hereto as Exhibit 10.1 and is incorporated
by reference herein in its entirety.
The indemnification agreement is intended to permit indemnification to the
fullest extent now or hereafter permitted by the General Corporation Law of the
State of Delaware. It is possible that the applicable law could change the
degree to which indemnification is expressly permitted. The indemnification
agreement covers expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement incurred as a result of the fact that Mr. Puckett, in
his capacity as a director, is made, threatened or reasonably expected to be
made a party to any suit or proceeding. The indemnification agreement generally
covers claims relating to the fact that the Mr. Puckett is or was an officer,
employee or agent of the Company or any of its subsidiaries, or is or was
serving at the Company's request in such a position for another entity. The
indemnification agreement also obligates the Company to promptly advance all
expenses incurred in connection with any claim. Mr. Puckett is, in turn,
obligated to reimburse the Company for all amounts so advanced if it is later
determined that Mr. Puckett is not entitled to indemnification. The
indemnification provided under the indemnification agreement is not exclusive of
any other indemnity rights; however, double payment to Mr. Puckett is
prohibited.
Item 8.01 Other Events.
On November 5, 2009, the Board appointed Mr. C. William Giraud to the office
of Vice President, General Counsel and Secretary of the Company, to serve until
his successor is chosen and qualified or until his earlier death, resignation,
retirement, disqualification or removal from office. In connection with the
appointment, the Company entered into an indemnification agreement with
Mr. Giraud on November 5, 2009. The indemnification agreement is attached hereto
as Exhibit 10.2 and is incorporated by reference herein in its entirety.
The terms of Mr. Giraud's indemnification agreement are substantially
identical to Mr. Puckett's. The information regarding the terms of the
indemnification agreement under Item 5.02 above is incorporated by reference
into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
10.1 Indemnification Agreement, dated November 5, 2009, between Concho
Resources Inc. and Mark B. Puckett.
10.2 Indemnification Agreement, dated November 5, 2009, between Concho
Resources Inc. and C. William Giraud.
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