UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): March 4, 2009
INDEX
OIL AND GAS INC.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
|
000-51430
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20-0815369
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(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File
Number)
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(I.R.S.
Employer
Identification
Number)
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10000
Memorial Drive, Suite 440
Houston,
Texas 77024
(Address
of principal executive offices, including zip code)
(713) 683-0800
(Registrant’s
telephone number, including area code)
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:
□ 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))
|
□
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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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.
Following
a review of corporate costs, Index Oil and Gas Inc. (the “Company”) has entered
into certain amended remuneration terms with its executive officers: Daniel
Murphy, Chairman; Lyndon West, Chief Executive Officer; and Andrew Boetius,
Chief Financial Officer.
On March
4, 2009, Daniel Murphy, Lyndon West and Andrew Boetius each entered into
two amendments to Appendix I to his respective employment agreement
(collectively, the “Amended Agreements”) with the Company’s subsidiary Index Oil
& Gas Limited. Effective as of December 1, 2008, certain remuneration terms
have been amended (“Remuneration Amendments”) as follows :
• 70%
of current salary to February 28, 2009 and 50% of current salary from March 1,
2009 will be paid via payroll, less appropriate payroll taxes.
• Payment
of contributions to personal pension plans for Daniel Murphy, Lyndon West and
Andrew Boetius, at the level of 10% of total salary, is suspended.
• The
Company will make an award of stock under the 2008 Stock Incentive Plan, as a
Stock Award, with a value equivalent to the sum of 30% or 50%, as applicable, of
current salary and suspended pension payments, as applicable.
• On
the latest of June 1, 2009, the Remuneration Amendments will cease and the
original remuneration terms will be re-instated.
• The
Company has the right to extend the Remuneration Amendments on a month-by-month
basis, from 1 April, 2009 until June 1, 2009 (“Extended Months”).
• The
Remuneration Amendments contain provisions that allow for the conversion into
U.S. dollars (“USD”) of certain amounts denominated in pounds
sterling.
• The
quantity of stock to be awarded will be equal to the monthly USD value of
foregone compensation and benefits, divided by the average daily closing price
for the Company’ stock during the relevant month the Remuneration Amendments are
in place.
• All
awarded stock will vest and be issuable, subject to approval of the Company’s
Board of Directors, as soon as practicable following the end of the month that
the Remuneration Amendments cease to apply and no later than 45 days thereafter,
with the exception of the awards related to December 2008 which may be issued,
at the discretion of the Board of Directors, prior to March 15,
2009.
• Upon
the issuance of the shares of stock to the employee, the Company is authorized
to withhold a certain amount of shares otherwise distributable to the employee
under the Remuneration Amendments in order to satisfy any and all federal, state
and local tax obligations with respect to the issuance of such shares, with the
determination of such amount being made, by month, based on the calculated tax
liability and the average daily closing price for the Company’
stock.
• The
stock awards will be forfeited in total if the executive officer gives notice of
termination of his respective agreement prior to the date of Board approval of
the issuance at the end of the period of the Remuneration
Amendments.
• If
any discrepancy arises between the terms of the Amended Agreements and the terms
of the 2008 Stock Incentive Plan, the terms of the 2008 Stock Incentive Plan
will override the Amended Agreements.
The
foregoing description of the Remuneration Amendments does not purport to be
complete and is qualified in its entirety by reference to the complete text of
the Amended Agreements, which are attached hereto as Exhibits 10.1, 10.2, and
10.3 and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
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Description
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10.1
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Amended
Employment Agreement of Daniel Murphy, dated March 4,
2009.
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|
|
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10.2
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Amended
Employment Agreement of Lyndon West, dated March 4,
2009.
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10.3
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Amended
Employment Agreement of Andrew Boetius, dated March 4,
2009.
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|
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SIGNATURE
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 thereunto
duly authorized.
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INDEX
OIL AND GAS INC.
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March
6, 2009
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By:
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/s/ Lyndon
West
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Lyndon
West
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Chief
Executive Officer
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INDEX
TO EXHIBITS
Exhibit
Number
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Description
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10.1
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Amended
Employment Agreement of Daniel Murphy, dated March 4,
2009.
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10.2
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Amended
Employment Agreement of Lyndon West, dated March 4,
2009.
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10.3
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Amended
Employment Agreement of Andrew Boetius, dated March 4,
2009.
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5