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 the Oasis 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 on
June 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 on March 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% for Thomas B. Nusz, Chairman and Chief Executive Officer;
•47% for Taylor L. Reid, President and Chief Operating Officer;
•45% for Michael H. Lou, Executive Vice President and Chief Financial Officer;
and
•45% for Nickolas 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 from July 1, 2020 to December 31, 2020;
•25% will be earned and payable following the achievement of certain specified
incentive metrics measured on a quarterly basis from January 1, 2021 to June 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 from July 1, 2020 to June 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

--------------------------------------------------------------------------------




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

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses