UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
___________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
report (Date of earliest event reported): September 19,
2007
Storm
Cat Energy Corporation
(Exact
Name of Registrant as Specified in Charter)
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British
Columbia, Canada
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001-32628
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06-1762942
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1125
17th Street,
Suite 2310, Denver, Colorado 80202
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code:
(303) 991-5070
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation
of
the registrant under any of the following provisions (see General Instruction
A.2. below):
£ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
£ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
£ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
£ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
September 19, 2007, the Board of
Directors of Storm Cat Energy Corporation (the “Company”), upon the
recommendation of and approval by the Compensation Committee, adopted and
approved a Change in Control Severance Pay Plan (the “Plan”). The
Plan is filed with this Current Report on Form 8-K as Exhibit 10.1 and
incorporated by reference herein. The Plan is effective only in the
event of a change in control of the Company, as defined in the
Plan. Upon the occurrence of such a change in control, the Company
has agreed to pay to an employee, if the Company terminates such employee’s
employment other than for cause, as defined in the Plan, or if the employee
terminates employment due to death or for good reason, as defined in the Plan,
during the change in control period, the following amounts: (i) the accrued
obligations of the Company owing to the employee, including base salary owed
to
date, the employee’s annual bonus on a pro rata basis and any accrued
vacation pay not already paid; and (ii) additional severance benefits to three
tiers of employees as follows:
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·
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Tier
1 Employees: Chief Executive Officer, President, Chief Operating
Officer
and Chief Financial Officer. An amount equal to two times the
sum of the employee’s annual base salary and annual bonus. The
severance period for a Tier 1 Employee is eighteen
months.
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·
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Tier
2 Employees: All employees that are not Tier 1 Employees and that
have
been employed by the Company or an affiliate for at least 12 consecutive
months. An amount equal to one time the sum of the employee’s
annual base salary and annual bonus. The severance period for a
Tier 2 Employee is twelve months.
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·
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Tier
3 Employees: All employees that are not Tier 1 Employees and that
have NOT
been employed by the Company or an affiliate for at least 12 consecutive
months. An amount equal to the employee’s monthly compensation
(one-twelfth of annual base salary) for each consecutive month period
of
service with the Company (rounded to the nearest month), up to a
maximum
severance benefit of eleven times the Employee’s monthly compensation and
a minimum severance benefit of two times the employee’s monthly
compensation.
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An
employee must have executed a Waiver
and Release Agreement with respect to the employee’s potential claims concerning
his or her employment or separation in the form provided by the Company to
be
eligible for the above Tier 1, Tier 2 or Tier 3 severance
benefits. Such severance benefits are contingent upon the completion
of the change in control and may be offset against certain other amounts owing
or offers made to the employee. Tier 1 and Tier 2 Employees may be
eligible for the continuation of certain other benefits, and all employees
may
be eligible for payment of other benefits owing to them. If a change
in control causes any payments to Tier 1 or Tier 2 Employees to be subject
to
additional excise tax, such Tier 1 and Tier 2 Employees shall be entitled to
an
additional gross-up payment equal to the amount of the excise
tax. Payments to Tier 3 Employees may be subject to further
limitations if considered “parachute payments” as defined under the tax
code. If any employee is terminated for cause, such employee shall be
entitled only to his or her annual base salary and other benefits through the
date of termination. All equity compensation grants made to an
employee by the Company and outstanding at the time of a change in control
shall
be accelerated and vest 100%.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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10.1
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Storm
Cat Energy Corporation Change in Control Severance Pay Plan, dated
September 19, 2007.
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SIGNATURES
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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.
| STORM CAT ENERGY CORPORATION | |||
|
Date: September
25,
2007
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By:
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/s/ Paul Wiesner | |
| Paul Wiesner | |||
| Chief Financial Officer | |||
Exhibit
Index
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Exhibit
No.
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Description
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10.1
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Storm
Cat Energy Corporation Change in Control Severance Pay Plan, dated
September 19, 2007.
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