www.sec.gov/Archives/edgar/data/867665/0000867665-03-00 -
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Published on: 4/23/2003
Last Visited: 4/25/2003
Chris E. Williford, Executive Vice President, Chief Financial San Antonio, Texas 52 Officer and Treasurer -- Robert W. Carington, Jr., San Antonio, Texas 41 Executive Vice President --
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Chris E. Williford was elected Vice President, Treasurer and Chief Financial Officer of Abraxas in January 1993, and as Executive Vice President and a director of Abraxas in May 1993.In November 1996, Mr. Williford was elected Vice President and Assistant Secretary of Canadian Abraxas.In December 1999, Mr. Williford resigned as a director of Abraxas.Prior to joining Abraxas, Mr. Williford was Chief Financial Officer of American Natural Energy Corporation, a crude oil and natural gas exploration and production company, from July 1989 to December 1992 and President of Clark Resources Corp., a crude oil and natural gas exploration and production company, from January 1987 to May 1989.Mr. Williford received a Bachelor of Science degree in Business Administration from Pittsburgh State University in 1973.
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516 N. Bethlehem Pike Spring House, PA 19477 2,274,740(2) 6.38 Peter S. Lynch 82 Devonshire St. 58A Boston, MA 02109 2,873,000 8.06 Robert L. G. Watson 934,195(3) 2.58 Franklin A. Burke 1,713,720(4) 4.81 James C. Phelps 539,749(5) 1.51 Chris E. Williford 203,003(6) * Lee T. Billingsley 159,425(7) * Robert W. Carington, Jr. 443,340(8) 1.23 William H. Wallace 51,775(9) * C. Scott Bartlett, Jr. 87,000(10) * Ralph F. Cox 335,000(10) * Joseph A. Wagda 75,000(10) * All Officers and Directors as a Group (10 persons) 4,542,207 12.25 (3)(4)(5)(6)(7)(8)(9)(10) - ------------------ * Less than 1%
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Watson, Williford and Carington, the base bonus could be as high as 35% of base salary if all goals are attained.
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9 Williford, Carington and Wallace and Dr. Billingsley, if any, will be based upon attaining goals set by the board of directors after assessing the recommendations of management for EBITDA, General and Administrative expenses, Reserve Replacement percentage and Finding Costs, with each factor being weighted equally in the calculation.
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Watson, Williford, Carington and Wallace and Dr. Billingsley, to take into account extraordinary factors not contemplated by the bonus plan when the impact of such contributions or factors cannot be adequately reflected by the bonus determined under the methodology described above.
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The following table sets forth a summary of compensation for the fiscal years ended December 31, 2000, 2001 and 2002 paid by Abraxas to Robert L.G. Watson, Abraxas' Chairman of the Board, President and Chief Executive Officer, Chris E. Williford, Abraxas' Executive Vice President, Chief Financial Officer and Treasurer, Robert W. Carington, Jr., Abraxas' Executive Vice President, Lee T. Billingsley, Abraxas' Vice President--Exploration, and to William H. Wallace, Abraxas' Vice President--Operations.
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The exercise price for the forfeited options was $5.03 per share, and the named officers each forfeited the following number of options: Mr. Watson - 842,562; Mr. Williford - 352,701; Mr. Carington - 509,456; Mr. Billingsley - 97,972; Mr. Wallace - 97,972.
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Watson, Williford, Carington and Wallace and Dr. Billingsley during 2002:
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Watson, Williford, Carington and Wallace and Dr. Billingsley and the fiscal year end value of unexercised options held by Messrs.
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Watson, Williford, Carington and Wallace and Dr. Billingsley.
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Name Shares Value Number of Unexercised Value of Unexercised Options on December 31, Options on December 31, Acquired By Realized 2002(#) 2002 ($) Exercise(#) ($) Exercisable/Unexercisable(1)Exercisable/Unexercisable - ---------------------------------------------------------------------------
------------------------------------- Robert L. G. Watson 0 0 521,240/205,285 0/0 - ---------------------------------------------------------------------------
------------------------------------- Chris E. Williford 0 0 180,000/78,000 0/0 - ---------------------------------------------------------------------------
------------------------------------- Robert W. Carington, Jr 0 0 345,000/90,000 0/0 - ---------------------------------------------------------------------------
------------------------------------- Lee T. Billingsley 0 0 84,250/40,750 0/0 - ---------------------------------------------------------------------------
------------------------------------- William H. Wal
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Such forfeitures reduced the total number of exercisable/unexercisable options held by each named officer to the following at the forfeiture date: Mr. Watson--464,435/176,128; Mr. Williford - 160,000/55,000; Mr. Carington - 250,000/130,000; Mr. Billingsley - 58,500/44,500; Mr. Wallace - 32,375/33,125.
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Watson, Williford, Carington and Wallace and with Dr. Billingsley pursuant to which each of Messrs.
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Watson, Williford, Carington and Wallace and Dr. Billingsley will receive compensation as determined from time to time by the board in its sole discretion.
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Watson, Williford, and Carington are scheduled to terminate on December 21, 2003, and shall be automatically extended for additional one-year terms unless Abraxas gives the officer 120 days notice prior to the expiration of the original term or any extension thereof of its intention not to renew the employment agreement.
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If a change of control occurs during the term of the employment agreement for Mr. Watson, Mr. Williford or Mr. Carington, and if subsequent to such change of control, such officer's employment is terminated by Abraxas other than for cause or disability, by reason of the officer's death or retirement or by such officer, for Good Reason, then such officer will be entitled to the following, as applicable:
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Mr. Williford or Mr. Carington:
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Watson, Williford, Carington, Wallace or Dr. Billingsley would individually or together with any other amounts paid or payable constitute an "excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and applicable regulations there under, the amounts to be paid will be increased so that Messrs.
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Watson, Williford, Carington, Wallace or Dr. Billingsley, as the case may be, will be entitled to receive the amount of compensation provided in his contract after payment of the tax imposed by Section 280G.
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