UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
In February 2022, Devon Energy Corporation (the “Company”) appointed Tana K. Cashion as Executive Vice President Human Resources and Administration of the Company. In connection with this appointment, the Company and Ms. Cashion entered into an employment agreement on March 2, 2022 (the “Employment Agreement”), providing for, among other things, her participation in all employee-benefit and other plans and programs applicable to similarly situated executives of the Company, including with respect to the annual bonus program, incentive awards and insurance benefits.
Pursuant to the Employment Agreement, Ms. Cashion is eligible for the payment of severance in connection with certain employment terminations, including termination by the Company other than for “cause” or by Ms. Cashion for “good reason,” as those terms are defined in the Employment Agreement. If Ms. Cashion’s employment is involuntarily terminated by the Company other than for “cause” or if she terminates her employment for “good reason,” then, in addition to accrued amounts, she will receive, subject to her execution and non-revocation of a release of claims against the Company, its affiliates and certain other released parties, (i) a lump-sum cash payment equal to three times the sum of her base salary and annual bonus, (ii) a prorated annual bonus, (iii) 18 months of health and welfare benefits, (iv) three years of continued life insurance benefits, (v) a payment equal to 18 times the applicable monthly COBRA premium and (vi) a payment for reasonable outplacement assistance. If, within 24 months following a “change in control,” as defined in the Employment Agreement, Ms. Cashion is terminated by the Company without “cause” or she terminates her employment for “good reason,” then she will also receive three years of service and three years of age added to her actual years of service and actual age when determining her entitlement under our retiree medical benefit coverage. The Employment Agreement is materially consistent with the Company’s employment agreements with other executive officers, and it supersedes and replaces the severance agreement previously entered into between the Company and Ms. Cashion. The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description of Exhibits | |
| 10.1 | Employment Agreement, dated March 2, 2022, by and between Devon Energy Corporation and Ms. Tana K. Cashion. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| DEVON ENERGY CORPORATION | ||
| By: | /s/ Christopher J. Kirt | |
| Christopher J. Kirt | ||
| Vice President Corporate Governance and Secretary | ||
Date: March 7, 2022