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Alta Mesa Resources, Inc./DE – ‘10-K’ for 12/31/19 – ‘EX-10.24’

On:  Thursday, 3/5/20, at 4:31pm ET   ·   For:  12/31/19   ·   Accession #:  1690769-20-32   ·   File #:  1-38040

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  As Of               Filer                 Filing    For·On·As Docs:Size

 3/05/20  Alta Mesa Resources, Inc./DE      10-K       12/31/19  142:21M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.49M 
 3: EX-4.10     Instrument Defining the Rights of Security Holders  HTML    581K 
 2: EX-4.9      Instrument Defining the Rights of Security Holders  HTML    485K 
 4: EX-10.24    Material Contract                                   HTML     41K 
 5: EX-21.1     Subsidiaries List -- exhibit211                     HTML     38K 
10: EX-99.1     Miscellaneous Exhibit                               HTML    125K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     43K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     43K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     39K 
 9: EX-32.2     Certification -- §906 - SOA'02                      HTML     39K 
57: R1          Cover Page                                          HTML    101K 
140: R2          Consolidated Statements of Operations               HTML    144K  
95: R3          Consolidated Balance Sheets                         HTML    175K 
38: R4          Consolidated Balance Sheets (Parenthetical)         HTML     62K 
56: R5          Consolidated Statements of Cash Flows               HTML    160K 
138: R6          Consolidated Statements of Changes in               HTML    118K  
                Stockholders' Equity (Successor)                                 
93: R7          Consolidated Statement of Changes in Partners'      HTML     48K 
                Capital                                                          
40: R8          Description of Business                             HTML     53K 
54: R9          Summary of Significant Accounting Policies          HTML    123K 
73: R10         Chapter 11 Proceedings                              HTML    132K 
27: R11         Impairment of Assets                                HTML     87K 
109: R12         Adoption of Asu No. 2016-02, Leases Adoption of     HTML     77K  
                Asu No. 2016-02, Leases                                          
125: R13         Receivables                                         HTML    111K  
74: R14         Earnings Per Share                                  HTML     50K 
29: R15         Supplemental Cash Flow Information                  HTML     67K 
110: R16         Significant Acquisitions and Divestitures           HTML     85K  
126: R17         Property and Equipment                              HTML     81K  
77: R18         Discontinued Operations (Predecessor)               HTML     59K 
25: R19         Fair Value Measurements                             HTML     87K 
81: R20         Derivatives                                         HTML     84K 
129: R21         Intangible Assets                                   HTML     43K  
51: R22         Equity Method Investment                            HTML     48K 
36: R23         Asset Retirement Obligations                        HTML     68K 
82: R24         Long-Term Debt, Net                                 HTML     80K 
130: R25         Accounts Payable and Accrued Liabilities            HTML     59K  
52: R26         Commitments and Contingencies                       HTML     79K 
37: R27         Employee Benefit Plans Employee Benefit Plans       HTML     41K 
80: R28         Significant Concentrations                          HTML     59K 
131: R29         Stockholders' Equity and Partners' Capital          HTML     62K  
122: R30         Equity-Based Compensation (Successor)               HTML    130K  
105: R31         Income Taxes                                        HTML    101K  
32: R32         Related Party Transactions                          HTML     60K 
79: R33         Business Segment Information                        HTML    293K 
121: R34         Supplemental Oil and Gas Disclosures (Unaudited)    HTML    260K  
104: R35         Summary of Significant Accounting Policies          HTML    202K  
                (Policies)                                                       
31: R36         Chapter 11 Proceedings (Tables)                     HTML    126K 
78: R37         Impairment of Assets (Tables)                       HTML     75K 
119: R38         Adoption of Asu No. 2016-02, Leases (Tables)        HTML     77K  
107: R39         Receivables (Tables)                                HTML    101K  
142: R40         Earnings Per Share (Tables)                         HTML     48K  
92: R41         Supplemental Cash Flow Information (Tables)         HTML     66K 
41: R42         Significant Acquisitions and Divestitures (Tables)  HTML     75K 
55: R43         Property and Equipment (Tables)                     HTML     79K 
141: R44         Discontinued Operations (Predecessor) (Tables)      HTML     63K  
91: R45         Fair Value Measurements (Tables)                    HTML     84K 
39: R46         Derivatives (Tables)                                HTML     86K 
53: R47         Intangible Assets (Tables)                          HTML     43K 
139: R48         Equity Method Investment (Tables)                   HTML     57K  
94: R49         Asset Retirement Obligations (Tables)               HTML     68K 
102: R50         Long-Term Debt, Net (Tables)                        HTML     66K  
116: R51         Accounts Payable and Accrued Liabilities (Tables)   HTML     59K  
64: R52         Commitments and Contingencies (Tables)              HTML     59K 
16: R53         Significant Concentrations (Tables)                 HTML     56K 
103: R54         Equity-Based Compensation (Successor) (Tables)      HTML    127K  
117: R55         Income Taxes (Tables)                               HTML    101K  
65: R56         Business Segment Information (Tables)               HTML    292K 
17: R57         Supplemental Oil and Gas Disclosures (Unaudited)    HTML    279K 
                (Tables)                                                         
101: R58         Description of Business (Details)                   HTML     48K  
118: R59         Summary of Significant Accounting Policies          HTML     73K  
                (Details)                                                        
58: R60         Chapter 11 Proceedings (Liabilities Subject to      HTML     55K 
                Compromise) (Details)                                            
44: R61         Chapter 11 Proceedings (Reorganization Items)       HTML     48K 
                (Details)                                                        
87: R62         Chapter 11 Proceedings (Narrative) (Details)        HTML     47K 
134: R63         Chapter 11 Proceedings (Statement of Operations)    HTML    124K  
                (Details)                                                        
61: R64         Chapter 11 Proceedings (Balance Sheet) (Details)    HTML    140K 
47: R65         Chapter 11 Proceedings (Cash Flows) (Details)       HTML    143K 
90: R66         Impairment of Assets (Schedule of Impairments)      HTML     66K 
                (Details)                                                        
137: R67         Impairment of Assets (Narrative) (Details)          HTML     83K  
62: R68         Adoption of Asu No. 2016-02, Leases (Narrative)     HTML     49K 
                (Details)                                                        
42: R69         Adoption of Asu No. 2016-02, Leases (Lease Costs)   HTML     51K 
                (Details)                                                        
21: R70         Adoption of Asu No. 2016-02, Leases (Operating      HTML     62K 
                Lease Liability Maturities) (Details)                            
71: R71         Receivables (Schedule of Accounts Receivable)       HTML     50K 
                (Details)                                                        
115: R72         Receivables (Schedule of Related Party              HTML     55K  
                Receivables) (Details)                                           
99: R73         Receivables (Narrative) (Details)                   HTML     65K 
18: R74         Receivables (Management Services Agreement with     HTML     57K 
                HMI) (Details)                                                   
68: R75         Receivables (Allowance for Doubtful Accounts)       HTML     50K 
                (Details)                                                        
112: R76         Earnings Per Share (Net Loss Attributable to        HTML     54K  
                Common Stockholders) (Details)                                   
96: R77         Earnings Per Share (Narrative) (Details)            HTML     47K 
23: R78         Supplemental Cash Flow Information (Supplemental    HTML     64K 
                Disclosures To The Consolidated Statements Of Cash               
                Flows) (Details)                                                 
67: R79         Significant Acquisitions and Divestitures           HTML    131K 
                (Narrative) (Details)                                            
20: R80         Significant Acquisitions and Divestitures           HTML     62K 
                (Earn-Out Consideration) (Details)                               
70: R81         Significant Acquisitions and Divestitures           HTML     90K 
                (Purchase Consideration) (Details)                               
114: R82         Property and Equipment (Summary Of Property And     HTML     74K  
                Equipment) (Details)                                             
98: R83         Property and Equipment (Depreciation and            HTML     47K 
                Depletion) (Details)                                             
19: R84         Property and Equipment (Sale of Produced Water      HTML     50K 
                Assets) (Details)                                                
69: R85         Discontinued Operations (Predecessor) (Narrative)   HTML     49K 
                (Details)                                                        
113: R86         Discontinued Operations (Predecessor) (Schedule Of  HTML     83K  
                Operations And Other Items Reclassified In                       
                Discontinued Operations) (Details)                               
97: R87         Discontinued Operations (Predecessor) (Total        HTML     47K 
                Operating And Investing Cash Flows Of Discontinued               
                Operations) (Details)                                            
22: R88         Fair Value Measurements (Details)                   HTML     74K 
66: R89         Derivatives (Additional Information) (Details)      HTML     46K 
59: R90         Derivatives (Fair Values Of Derivative Contracts)   HTML     73K 
                (Details)                                                        
45: R91         Derivatives (Effect Of Derivative Instruments In    HTML     47K 
                The Consolidated Statements Of Operations)                       
                (Details)                                                        
88: R92         Intangible Assets (Schedule Of Finite-Lived         HTML     44K 
                Customer Relationships) (Details)                                
135: R93         Intangible Assets (Narrative) (Details)             HTML     40K  
60: R94         Equity Method Investment (Details)                  HTML     72K 
46: R95         Asset Retirement Obligations (Details)              HTML     66K 
89: R96         Long-Term Debt, Net (Long-Term Debt, Net)           HTML     66K 
                (Details)                                                        
136: R97         Long-Term Debt, Net (Narrative) (Details)           HTML    120K  
63: R98         Long-Term Debt, Net (Summary Of Future Maturities   HTML     46K 
                Of Long-Term Debt) (Details)                                     
43: R99         Accounts Payable and Accrued Liabilities (Details)  HTML     60K 
26: R100        Commitments and Contingencies (Schedule Of Firm     HTML     69K 
                Transportation Contracts) (Details)                              
72: R101        Commitments and Contingencies (Narrative)           HTML     51K 
                (Details)                                                        
124: R102        Employee Benefit Plans (Details)                    HTML     51K  
108: R103        Significant Concentrations (Details)                HTML     62K  
30: R104        Stockholders' Equity and Partners' Capital          HTML    122K 
                (Details)                                                        
75: R105        Equity-Based Compensation (Successor) (Narrative)   HTML     93K 
                (Details)                                                        
127: R106        Equity-Based Compensation (Successor) (Schedule of  HTML     84K  
                Outstanding Stock Options) (Details)                             
111: R107        Equity-Based Compensation (Successor) (Summary of   HTML     49K  
                Assumptions Used to Determine the Fair Value of                  
                Options) (Details)                                               
24: R108        Equity-Based Compensation (Successor) (Schedule of  HTML     73K 
                Restricted Stock Awards and PSUs Granted)                        
                (Details)                                                        
76: R109        Income Taxes (Schedule Of Components Of Income Tax  HTML     62K 
                Expense (Benefit)) (Details)                                     
50: R110        Income Taxes (Income Tax Rate Reconciliation)       HTML     90K 
                (Details)                                                        
34: R111        Income Taxes (Deferred Tax Assets and Liabilities)  HTML     62K 
                (Details)                                                        
86: R112        Income Taxes (Narrative) (Details)                  HTML     51K 
133: R113        Related Party Transactions (Details)                HTML    126K  
49: R114        Business Segment Information (Narrative) (Details)  HTML     38K 
33: R115        Business Segment Information (Schedule Of Results   HTML    263K 
                Of Reportable Segments) (Details)                                
85: R116        Supplemental Oil and Gas Disclosures (Unaudited)    HTML    128K 
                (Estimated Quantities of Proved Reserves)                        
                (Details)                                                        
132: R117        Supplemental Oil and Gas Disclosures (Unaudited)    HTML     55K  
                (Results of Operations) (Details)                                
48: R118        Supplemental Oil and Gas Disclosures (Unaudited)    HTML     48K 
                (Capitalized Costs Relating to Oil and Natural Gas               
                Producing Activities) (Details)                                  
35: R119        Supplemental Oil and Gas Disclosures (Unaudited)    HTML     55K 
                (Costs Incurred in Oil and Natural Gas                           
                Acquisition, Exploration and Development                         
                Activities) (Details)                                            
106: R120        Supplemental Oil and Gas Disclosures (Unaudited)    HTML     67K  
                (Components Of The Standardized Measure Of                       
                Discounted Future Net Cash Flows) (Details)                      
123: R121        Supplemental Oil and Gas Disclosures (Unaudited)    HTML     80K  
                (Components Of Changes In Standardized Measure Of                
                Discounted Future Net Cash Flows) (Details)                      
120: R9999       Uncategorized Items - amr-2019x10xkxpresale.htm     HTML     36K  
128: XML         IDEA XML File -- Filing Summary                      XML    274K  
100: XML         XBRL Instance -- amr-2019x10xkxpresale_htm           XML   4.96M  
28: EXCEL       IDEA Workbook of Financial Reports                  XLSX    186K 
12: EX-101.CAL  XBRL Calculations -- amr-20191231_cal                XML    526K 
13: EX-101.DEF  XBRL Definitions -- amr-20191231_def                 XML   1.55M 
14: EX-101.LAB  XBRL Labels -- amr-20191231_lab                      XML   3.20M 
15: EX-101.PRE  XBRL Presentations -- amr-20191231_pre               XML   2.10M 
11: EX-101.SCH  XBRL Schema -- amr-20191231                          XSD    348K 
84: JSON        XBRL Instance as JSON Data -- MetaLinks              649±   998K 
83: ZIP         XBRL Zipped Folder -- 0001690769-20-000032-xbrl      Zip    884K 


‘EX-10.24’   —   Material Contract


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  Exhibit  


Exhibit 10.24
ALTA MESA RESOURCES, INC.
SUMMARY OF DIRECTOR COMPENSATION PROGRAM
Eligible Directors (as defined below), as members of the board of directors (the “Board”) of Alta Mesa Resources, Inc. (the “Company”), shall receive cash compensation as set forth in this Director Compensation Program (this “Program”). Such compensation shall be paid automatically and without further action of the Board unless such Eligible Director declines the receipt of such cash compensation by written notice to the Company. For purposes herein, an “Eligible Director” is any member of the Board who is not (i) an employee of the Company or any parent or subsidiary of the Company or (ii) affiliated with Riverstone Investment Group LLC, Bayou City Energy Management, LLC or HPS Investment Partners, LLC. This Program shall remain in effect until it is revised or rescinded by further action of the Board. This Program may be amended, modified or terminated by the Board at any time in its sole discretion. The terms and conditions of this Program shall supersede any prior compensation arrangements for service as a member of the Board between the Company and any of its Eligible Directors.
I. Annual Retainers. Each Eligible Director shall receive an annual retainer of $237,500 for service on the Board.
II. Additional Annual Retainers. In addition, each Eligible Director shall receive the following annual retainers:
A. Audit Committee. An Eligible Director serving as Chairperson of the Audit Committee shall receive an additional annual retainer of $22,500 for such service. An Eligible Director serving as a member other than the Chairperson of the Audit Committee shall receive an additional annual retainer of $10,000 for such service.
B. Compensation Committee. An Eligible Director serving as Chairperson of the Compensation Committee shall receive an additional annual retainer of $15,000 for such service. An Eligible Director serving as a member other than the Chairperson of the Compensation Committee shall receive an additional annual retainer of $6,000 for such service.
C. Nominating and Corporate Governance Committee. An Eligible Director serving as Chairperson of the Nominating and Corporate Governance Committee shall receive an additional annual retainer of $12,500 for such service. An Eligible Director serving as a member other than the Chairperson of the Nominating and Corporate Governance Committee shall receive an additional annual retainer of $5,000 for such service.
III. Meeting Fees. In addition, each Eligible Director shall receive the following per meeting fees:
A. Audit Committee. Each Eligible Director serving as a member of the Audit Committee shall receive a per meeting fee of $1,500 for each Audit Committee meeting attended per calendar year in excess of eight meetings.

B. Compensation Committee. Each Eligible Director serving as a member of the Compensation Committee shall receive a per meeting fee of $1,500 for each Compensation Committee meeting attended per calendar year in excess of six meetings.
C. Nominating and Corporate Governance Committee. Each Eligible Director serving as a member of the Nominating and Corporate Governance Committee shall receive a per meeting fee of $1,500 for each Nominating and Corporate Governance Committee meeting attended per calendar year in excess of six meetings.
D. Additional Meeting Fees. Each Eligible Director shall receive a per meeting fee of $2,000 for each Board meeting attended per calendar year in excess of seven meetings.
E. Special Meeting Fees. Each Eligible Director shall receive a per meeting fee of $2,000 to address time commitments of four or more continuous hours in a day or six hours in any 10-day period as a result of time commitments required outside of the normal course. The Chairman and General Counsel shall be responsible for the administration of special meeting fees.
IV. Payment of Retainers and Fees. The annual retainers and meeting fees described in herein shall be earned on a quarterly basis based on a calendar quarter and shall be paid in cash by the Company in arrears not later than the fifteenth day following the end of each calendar quarter. In the event an Eligible Director does not serve as an Eligible Director, or in the applicable positions described in Section II, for an entire calendar quarter, the retainer paid to such Eligible Director shall be prorated for the portion of such calendar quarter actually served as an Eligible Director, or in such position, as applicable.



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Filing Submission 0001690769-20-000032   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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