Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Following a comprehensive review of theOasis Petroleum Inc. (the "Company") 2020 incentive compensation program, the Company and its Board of Directors (the "Board") determined that certain revisions to the 2020 incentive compensation program were appropriate to effectively incentivize employees. In light of low oil prices and commodity price volatility, the COVID-19 pandemic, and other recent developments that create risks and uncertainties for the Company and its workforce, the Board approved the revised 2020 incentive compensation program onJune 8, 2020 . Including the Company's named executive officers, the revised 2020 incentive compensation program applies to all of the Company's approximately 450 employees and results in approximately 50%, or$15.5 million , paid immediately with the remainder paid over the next 12 months. The Board and the Company believe this new compensation program is critical to retain the Company's workforce and incentivize performance. Executive Compensation Program As previously disclosed in the Company's proxy statement filed onMarch 30, 2020 , the 2020 long-term incentive awards for the Company's named executive officers were reduced by over 50% for each named executive officer relative to the officer's target award opportunity for 2019. Under the revised 2020 incentive compensation program, the 2020 long-term incentive awards have been forfeited and the Company's named executive officers will have an opportunity to receive target variable compensation in an amount that represents the following reduction relative to their 2019 target variable compensation (i.e., 2019 target annual cash incentive award opportunity and 2019 target long-term incentive award opportunity): •47% forThomas B. Nusz , Chairman and Chief Executive Officer; •47% forTaylor L. Reid , President and Chief Operating Officer; •45% forMichael H. Lou , Executive Vice President and Chief Financial Officer; and •45% forNickolas J. Lorentzatos , Executive Vice President, General Counsel and Corporate Secretary. For the Company's named executive officers and certain other senior employees, the target variable compensation will be paid as follows: •25% will be prepaid with an obligation to refund up to 100% of the compensation (on an after-tax basis) if certain specified incentive metrics measured on a quarterly basis are not achieved fromJuly 1, 2020 toDecember 31, 2020 ; •25% will be earned and payable following the achievement of certain specified incentive metrics measured on a quarterly basis fromJanuary 1, 2021 toJune 30, 2021 ; and •50% will be prepaid with an obligation to refund the compensation (on an after-tax basis) if they do not remain employed for a period of up to 12 months, unless they are terminated without cause or resign for good reason. Non-executive Compensation Program For all other participants, the target variable compensation will be paid as follows: •40% will be earned and payable following the achievement of certain specified incentive metrics measured on a quarterly basis fromJuly 1, 2020 toJune 30, 2021 ; •40% will be paid on a quarterly basis over a 12-month period, subject to their continued employment; and •20% will be paid immediately. As a condition to participating in the revised 2020 incentive compensation program, all participants are required to waive participation in the Company's 2020 annual cash incentive plan and forfeit all 2020 long-term incentive awards. Non-Employee Director Compensation Program The Board also revised the Company's non-employee director compensation program. Under the revised program, the 2020 equity incentive (restricted stock) awards have been forfeited, and the Company's non-employee directors will receive cash compensation in an amount that represents an approximately 50% reduction relative to their 2019 equity incentive awards. All non-employee director compensation will be paid in cash on a quarterly basis. 1
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Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibit Cover Page Interactive Data File - the cover page interactive data file does 104 not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 2
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