Each one in plain English, with the numbers worked through for a shareholder.
31 Oct 2005material agreement● Neutral
Venoco signed indemnification agreements with its seven directors (Marquez, Reed, McFarland, O'Donnell, Warren, Brittan and Ortega), promising to cover and advance legal costs from their service to the extent Delaware law allows. This is a governance step, and the filing states no financial amounts.
Venoco appointed Mark DePuy as Vice President, Northern Assets, replacing Greg Schrage, who became Vice President of Asset Development. DePuy gets a $165,000 base salary, a $50,000 signing bonus and options on 25 shares at $90,000 to $100,000 per share, on terms like the other officers' May 2005 agreements.
Venoco signed employment agreements, effective March 1, 2005, with five officers: CEO Timothy Marquez ($366,000 base salary), CFO David Christofferson ($216,000), Greg Schrage ($175,000), Roger Hamson ($162,000) and General Counsel Terry Anderson ($208,000). Marquez gets three times salary and bonus on a change-of-control termination, and the other four officers get option grants (73 shares for the CFO, 35 each for the other three) at exercise prices of $45,000 to $65,000 per share.
Venoco amended its exchange-offer filing for the $150 million 8.75% Senior Notes due 2011, setting an expiry of May 27, 2005 (unless extended) and adding Marquez Energy, LLC as a further subsidiary guarantor. This continues the note-registration process started on March 31; the terms are otherwise unchanged and Venoco gets no cash from it.
Venoco filed to let holders swap up to $150 million of its unregistered 8.75% Senior Notes due 2011 (issued December 20, 2004) for identical notes registered with the SEC. The company receives no cash from the swap; the filing also describes an acquisition of Marquez Energy and the sale of Big Mineral Creek after year-end 2004, and says Venoco is a California-focused producer with 51.6 MMBOE of proved reserves at December 31, 2004.