8 unchanged sentences
Other Information
−Removed: On February 21, 2020, the Company entered into an at-will Letter Agreement with Mr.
−Removed: John Suter, the Company’s Interim Chief Executive Officer and President and Chief Operating Officer (the “Letter Agreement”).
−Removed: The Letter Agreement replaced a previous legacy employment contract with Mr.
−Removed: Suter that had been entered into in December 2016.
−Removed: The Company had previously announced Mr.
−Removed: Suter’s appointment as the Company’s Interim Chief Executive Officer and entered into the Letter Agreement to reflect the change in Mr.
−Removed: Suter’s role with the Company and to amend his cash compensation and certain terms of his equity compensation.
−Removed: A summary of the material terms and conditions of the Letter Agreement are as follows:
−Removed: Suter will continue his current salary of $420,000 per annum.
−Removed: In addition, Mr.
−Removed: Suter is eligible to receive a one-time bonus in the amount of $210,000 to be paid within five days of the Company’s filing of its 2019 Annual Report on Form 10-K.
−Removed: • In the event of Mr.
−Removed: Suter’s termination from the Company without Cause, he will be entitled to receive the Company’s normal severance plan, however at 26 weeks payment irrespective of his actual years of service.
−Removed: After September 30, 2020, Mr.
−Removed: Suter may resign and still qualify for such severance payments.
−Removed: Suter is eligible for a performance bonus of up to $210,000 on July 15, 2020 dependent on the Company’s achievement of certain performance criteria.
−Removed: Suter is terminated by the Company without Cause, his existing stock grants will vest at the date of termination of employment.
−Removed: If he remains continuously employed by the Company until September 30, 2020, all stock grants will vest on such date.
−Removed: Suter’s existing stock grants will not vest if he resigns from employment with the Corporation before September 30, 2020.
−Removed: • The Letter Agreement requires Mr.
−Removed: Suter to enter into a customary restrictive covenant agreement relating to matters of confidentiality, non-disclosure, non-competition, non-solicitation and non-disparagement restrictions.
−Removed: The foregoing description of the Letter Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the letter agreement, which is included as Exhibit 10.12 to this report and is incorporated herein by reference.
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance
30 unchanged sentences
8-K 001-33784 3.1 11/27/2017
+Added: 3.4 Certificate of Designation of Series A Junior Participating Preferred Stock of SandRidge Energy, Inc., as filed with the Secretary of State of Delaware
+Added: 8-A 001-33784 3.1 44014
4.1 Form of specimen Common Stock certificate of SandRidge Energy, Inc.
19 unchanged sentences
10-K 001-33784 10.1.4 3/3/2017
+Added: Incorporated by Reference
+Added: Exhibit Description Form SEC
+Added: Exhibit Filing Date Filed
10.1.1.1† Form of Amendment No.
5 unchanged sentences
10-K 001-33784 10.1.5 3/3/2017
−Removed: Incorporated by Reference
−Removed: Exhibit Description Form SEC
−Removed: Exhibit Filing Date Filed
10.1.3† Form of Non-employee Director Restricted Stock Award Certificate and Agreement for SandRidge Energy, Inc.
33 unchanged sentences
Special Severance Plan
+Added: 10-K 001-33784 10.4.2 2/27/2020
10.5† Form of Indemnification Agreement for directors and officers
7 unchanged sentences
8-K 001-33784 10.4 10/7/2016
−Removed: 10.9 Collateral Trust Agreement, dated as of October 4, 2016, among SandRidge Energy, Inc., the guarantors from time to time party thereto, Wilmington Trust, National Association, as Trustee under the Indenture, the other Parity Lien Representatives from time to time party thereto and Wilmington Trust, National Association, as Collateral Trustee
−Removed: 8-K 001-33784 10.5 10/7/2016
Incorporated by Reference
1 unchanged sentence
Exhibit Filing Date Filed
+Added: 10.9 Collateral Trust Agreement, dated as of October 4, 2016, among SandRidge Energy, Inc., the guarantors from time to time party thereto, Wilmington Trust, National Association, as Trustee under the Indenture, the other Parity Lien Representatives from time to time party thereto and Wilmington Trust, National Association, as Collateral Trustee
+Added: 8-K 001-33784 10.5 10/7/2016
10.10.1 Settlement Agreement, dated June 19, 2018, by and among SandRidge Energy, Inc., Carl C.
10 unchanged sentences
10.11**† Letter Agreement, dated February 21, 2020, by and between the Company and John Suter
−Removed: 16.1 Changes in Registrant's Certifying Accountant
10-K 001-33784 10.11 2/27/2020
−Removed: 21.1 Subsidiaries of SandRidge Energy, Inc.
+Added: 10.11 Letter Agreement, dated April, 2020, by and between the Company and Carl F.
+Added: 8-K 001-33784 10.1 4/7/2020
+Added: 10.13 Real Estate Purchase and Sale Agreement, dated May 15, 2020, by and between Robinson Park, LLC and SandRidge Realty LLC
+Added: 8-K 001-33784 10.1 5/19/2020
+Added: 10.14 Tax Benefits Preservation Plan, dated July 1, 2020, between SandRidge Energy, Inc.
+Added: and American Stock Transfer & Trust Company, LLC as Rights Agent
+Added: 8-K 001-33784 4.1 7/2/2020
+Added: 10.15 Letter Agreement, dated April 24, 2020, by and between the Company and Salah Gamoudi
+Added: 8-K 001-33784 10.1 7/2/2020
+Added: 10.16 Credit Agreement, by and among SandRidge Energy, Inc.
+Added: and Icahn Agency Services LLC dated as of November 30, 2020.
+Added: 8-K 001-33784 10.1 12/1/2020
+Added: 10.17 Purchase and Sale Agreement by and between SandRidge Energy, Inc.
+Added: and Gondola Resources, LLC, dated December 11, 2020
+Added: 8-K 001-33784 2.1 12/14/2020
+Added: 21.1 S u bsidiaries of SandRidge Energy, Inc.
+Added: 22.1 Subsidiary Guarantors and Issuers of Guaranteed Securities
23.1 Consent of Deloitte & Touche LLP
−Removed: 23.2 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Cawley, Gillespie & Associates
23.3 Consent of Ryder Scott Company, L.P.
−Removed: 23.5 Consent of Netherland, Sewell & Associates, Inc.
31.1 Section 302 Certification-Chief Executive Officer
3 unchanged sentences
99.2 Report of Ryder Scott Company, L.P.
+Added: Incorporated by Reference
+Added: Exhibit Description Form SEC
+Added: Exhibit Filing Date Filed
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
10 unchanged sentences
SANDRIDGE ENERGY, INC.
−Removed: By /s/ John P.
−Removed: Chief Operating Officer and Interim President and Chief Executive Officer
−Removed: February 27, 2020
−Removed: KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael A.
−Removed: Johnson and John P.
−Removed: Suter and each of them severally, his true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his name, place and stead, in any and all capacities, any or all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them, full power and authority to do and perform in the name of on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying, approving and confirming all that said attorneys-in-fact and agents or their substitutes may lawfully do or cause to be done by virtue hereof.
+Added: By /s/ Carl F.
+Added: President and Chief Executive Officer
+Added: March 4, 2021
+Added: KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Carl F.
+Added: and Salah Gamoudi and each of them severally, his true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his name, place and stead, in any and all capacities, any or all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them, full power and authority to do and perform in the name of on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying, approving and confirming all that said attorneys-in-fact and agents or their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
−Removed: Suter Chief Operating Officer and Interim President and Chief Executive Officer (Principal Executive Officer)
−Removed: February 27, 2020
−Removed: /s/ MICHAEL A.
−Removed: JOHNSON Senior Vice President and Chief Financial Officer
+Added: President and Chief Executive Officer (Principal Executive Officer)
+Added: March 4, 2021
+Added: /s/ SALAH GAMOUDI Senior Vice President, Chief Financial Officer and Chief Accounting Officer
(Principal Financial and Accounting Officer)
−Removed: February 27, 2020
−Removed: ALEXANDER Director February 27, 2020
−Removed: /s/ JONATHAN CHRISTODORO Director February 27, 2020
+Added: March 4, 2021
+Added: Salah Gamoudi
+Added: /s/ PATRICIA A.
+Added: AGNELLO Director March 4, 2021
+Added: /s/ JONATHAN CHRISTODORO Director March 4, 2021
Jonathan Christodoro
−Removed: /s/ JONATHAN FRATES Chairman February 27, 2020
+Added: /s/ JONATHAN FRATES Chairman March 4, 2021
Jonathan Frates
−Removed: LIPINSKI Director February 27, 2020
+Added: LIPINSKI Director March 4, 2021
/s/ RANDOLPH C.
−Removed: READ Director February 27, 2020
+Added: READ Director March 4, 2021
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.