Item
1.01 Entry into a Material Definitive Agreement.
On
December 2, 2022, the Board of Directors (the “Board”) of White River Energy Corp (the “Company”) approved the
following:
(i)
The Board approved, and the Company entered into, Amended Employment Agreements with each of Jay Puchir, Chief Executive Officer, Randy
May, Executive Chairman, Alisa Horgan, Chief Administrative Officer, and Richard Horgan, Senior Vice President of Mergers and Acquisitions.
A summary of the material terms of these agreements were previously disclosed in the Company’s Quarterly Report on Form 10-Q for
the fiscal quarter ended September 30, 2022 as filed with the Securities and Exchange Commission on November 14, 2022 (the “9/30
10-Q”).
(ii)
The Board approved and adopted the Company’s 2022 Equity Incentive Plan (the “Plan”), under which the Company is authorized
to issue up to 25,000,000 shares of common stock pursuant to equity-based grants which may be made to the Company’s directors,
officers, employees and consultants.
(iii)
The Board approved the cancellation of prior grants of a total of 17,425,000 shares of restricted stock that were made to the Company’s
employees, directors and consultants in July and August 2022, as described in the 9/30 10-Q, and the replacement of such grants with
an equivalent number of Restricted Stock Units (“RSUs”) under the Plan having identical vesting terms as the original grants.
The
following table provides an overview of the RSU grants made to the Company’s officers and directors.
Name | |
Title | |
Amount |
Jay Puchir | |
Chief Executive Officer | |
| 5,000,000 | |
Randy May | |
Executive Chairman | |
| 5,000,000 | |
Alisa Horgan | |
Chief Administrative Officer | |
| 2,000,000 | |
Richard Horgan | |
Senior Vice President of M&A | |
| 2,000,000 | |
Danny Hames | |
Director | |
| * | |
Greg Landis | |
Director | |
| * | |
Jimmy Cahill | |
Director | |
| * | |
*An
annual grant of $100,000 in RSUs which will vest on the final business day of each fiscal quarter equal to one-fourth of the total stipend,
or $25,000 per quarter, with the number of RSUs to be determined based on the volume weighted average price of the Company’s common
stock for the applicable quarter.
(iv)
The Board approved and adopted the Company’s Code of Ethics, which sets forth general principles, corporate policies and ethical
guidelines applicable to the Company’s directors, officers, employees and certain consultants.
The
foregoing summary of the agreements, documents and transactions described above does not purport to be complete and is qualified in its
entirety by reference to the copies of such agreements and documents, particularly the Amended Employment Agreements which are filed
as Exhibits 10.1 through 10.4, the Plan which is filed as Exhibit 10.5, the form of Restricted Stock Unit Agreement which is filed as
Exhibit 10.6, and the Code of Ethics which is filed as Exhibit 14.1, to this Current Report on Form 8-K and are incorporated herein by
reference.