Tellurian Inc (TELL)

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Tellurian Files 8K - Director, Officer or Compensation Filing >TELL
DOW JONES & COMPANY, INC. 2:12 PM ET 4/23/2018

Tellurian Inc. (TELL) filed a Form 8K - Director, Officer or Compensation Filing - with the U.S Securities and Exchange Commission on April 17, 2018.

On April 17, 2018, the compensation committee of the board of directors (the "Board") of Tellurian Inc.(TELL) (the "Company" ) recommended, and the Board approved, the issuance of cash incentive awards to the Company's named executive officers in the amounts set forth below ("Awards") in connection with the development of Phases 1 through 4 (each, a "Phase") of the Company's Driftwood liquefied natural gas liquefaction facility pursuant to the four Lump Sum Turnkey Agreements for the Engineering, Procurement and Construction of the Driftwood LNG Liquefaction Facility, dated November 10, 2017, between Driftwood LNG LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of the Company ("Driftwood LNG"), and Bechtel Oil, Gas and Chemicals, Inc. (each as amended, restated, modified, extended or supplemented, or any successor contracts or arrangements with respect to the engineering, procurement and construction of the Driftwood facility, an "EPC Contract"):

Awards

Name and principal position Phase 1 Phase 2 Phase 3 Phase

Meg A. Gentle

President and Chief Executive Officer $ 14,000,000$ 7,000,000$ 7,000,000$ 7,000,000

R. Keith Teague

Executive Vice President and Chief Operating Officer $ 8,000,000$ 4,000,000$ 4,000,000$ 4,000,000

Daniel A. Belhumeur

General Counsel $ 6,000,000$ 3,000,000$ 3,000,000$ 3,000,000

Antoine J. Lafargue

Senior Vice President and Chief Financial Officer $ 6,000,000$ 3,000,000$ 3,000,000$ 3,000,000

Khaled Sharafeldin

Chief Accounting Officer $ 1,800,000$ 900,000$ 900,000$ 900,000

The general terms of the Awards are as follows:

Vesting. Twenty-five percent (25%) of the Award allocated to any Phase of the Driftwood facility will vest and become payable on each of the first, second, third and fourth anniversaries of the date on which a notice to proceed or similar action or authorization is issued and delivered by Driftwood LNG under an EPC Contract to commence the performance of work on the applicable Phase of the Driftwood facility (the "NTP Date"). Vesting may be accelerated in certain circumstances.

Expiration. Each Award will expire on the 10-year anniversary of the grant date of such Award (the "Expiration Date" ). If the NTP Date for any Phase does not occur by the Expiration Date, entitlement to the Award allocated to such Phase will lapse and be forfeited without any right to compensation.

A form of construction incentive award agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing summary is qualified in its entirety by the terms of the form of agreement.

The aggregate bonus pool of cash incentive awards for employees and consultants of Tellurian or its subsidiaries is up to $280 million, including the amounts shown in the table above, in connection with the development of Phases 1 through 4 of the Driftwood facility pursuant to the four EPC Contracts.

Also on April 17, 2018, the compensation committee of the Board recommended, and the Board approved, the termination of the Amended and Restated 2017 2021 Long Term Incentive Compensation Program (the "LTIP") under the Amended and Restated Tellurian Inc. 2016 Omnibus Incentive Compensation Plan, as the cash incentive awards are intended to replace the long-term incentive compensation awards that could have been issued under the LTIP prior to its termination.

The full text of this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/61398/000119312518126779/ d493390d8k.htm

Any exhibits and associated documents for this SEC filing can be retrieved at: http://www.sec.gov/Archives/edgar/data/ 61398/000119312518126779/0001193125-18-126779-index.htm

Public companies must file a Form 8-K, or current report, with the SEC generally within four days of any event that could materially affect a company's financial position or the value of its shares.


(END) Dow Jones Newswires
04-23-181612ET
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