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Civitas Resources, Inc. – ‘10-K’ for 12/31/23 – ‘EX-10.45’

On:  Tuesday, 2/27/24, at 5:05pm ET   ·   For:  12/31/23   ·   Accession #:  1509589-24-12   ·   File #:  1-35371

Previous ‘10-K’:  ‘10-K’ on 2/22/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   39 References:   

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

 2/27/24  Civitas Resources, Inc.           10-K       12/31/23  114:14M

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.79M 
 2: EX-2.10     Plan of Acquisition, Reorganization, Arrangement,   HTML     76K 
                Liquidation or Succession                                        
 3: EX-10.45    Material Contract                                   HTML     42K 
 4: EX-10.46    Material Contract                                   HTML     36K 
 5: EX-10.47    Material Contract                                   HTML     45K 
 6: EX-10.48    Material Contract                                   HTML     47K 
 7: EX-10.49    Material Contract                                   HTML     84K 
 8: EX-10.50    Material Contract                                   HTML     38K 
 9: EX-21.1     Subsidiaries List                                   HTML     34K 
10: EX-23.1     Consent of Expert or Counsel                        HTML     30K 
11: EX-23.2     Consent of Expert or Counsel                        HTML     31K 
16: EX-97       Clawback Policy re: Recovery of Erroneously         HTML     44K 
                Awarded Compensation                                             
17: EX-99.1     Miscellaneous Exhibit                               HTML    179K 
12: EX-31.1     Certification -- §302 - SOA'02                      HTML     34K 
13: EX-31.2     Certification -- §302 - SOA'02                      HTML     34K 
14: EX-32.1     Certification -- §906 - SOA'02                      HTML     31K 
15: EX-32.2     Certification -- §906 - SOA'02                      HTML     31K 
23: R1          Cover Page                                          HTML     98K 
24: R2          Audit Information                                   HTML     35K 
25: R3          Consolidated Balance Sheets                         HTML    170K 
26: R4          Consolidated Balance Sheets (Parenthetical)         HTML     50K 
27: R5          Consolidated Statements of Operations               HTML    119K 
28: R6          Consolidated Statements of Operations               HTML     32K 
                (Parenthetical)                                                  
29: R7          Consolidated Statements of Stockholders' Equity     HTML     90K 
30: R8          Consolidated Statements of Stockholders' Equity     HTML     32K 
                (Parenthetical)                                                  
31: R9          Consolidated Statements of Cash Flows               HTML    133K 
32: R10         Consolidated Statements of Cash Flows               HTML     36K 
                (Parenthetical)                                                  
33: R11         Summary of Significant Accounting Policies          HTML     86K 
34: R12         Acquisitions and Divestitures                       HTML     83K 
35: R13         Revenue Recognition                                 HTML     58K 
36: R14         Accounts Payable and Accrued Expenses               HTML     44K 
37: R15         Long-Term Debt                                      HTML     83K 
38: R16         Commitments and Contingencies                       HTML     51K 
39: R17         Stock-Based Compensation                            HTML     87K 
40: R18         Fair Value Measurements                             HTML     54K 
41: R19         Derivatives                                         HTML    182K 
42: R20         Asset Retirement Obligations                        HTML     47K 
43: R21         Earnings Per Share                                  HTML     50K 
44: R22         Income Taxes                                        HTML     97K 
45: R23         Leases                                              HTML    131K 
46: R24         Supplemental Disclosures of Cash Flow Information   HTML     49K 
47: R25         Stockholders' Equity                                HTML     51K 
48: R26         Disclosures About Crude Oil and Natural Gas         HTML    154K 
                Producing Activities (Unaudited)                                 
49: R27         Summary of Significant Accounting Policies          HTML    119K 
                (Policies)                                                       
50: R28         Summary of Significant Accounting Policies          HTML     42K 
                (Tables)                                                         
51: R29         Acquisitions and Divestitures (Tables)              HTML     76K 
52: R30         Revenue Recognition (Tables)                        HTML     54K 
53: R31         Accounts Payable and Accrued Expenses (Tables)      HTML     44K 
54: R32         Long-Term Debt (Tables)                             HTML     62K 
55: R33         Commitments and Contingencies (Tables)              HTML     41K 
56: R34         Stock-Based Compensation (Tables)                   HTML     85K 
57: R35         Fair Value Measurements (Tables)                    HTML     45K 
58: R36         Derivatives (Tables)                                HTML    185K 
59: R37         Asset Retirement Obligations (Tables)               HTML     45K 
60: R38         Earnings Per Share (Tables)                         HTML     46K 
61: R39         Income Taxes (Tables)                               HTML     95K 
62: R40         Leases (Tables)                                     HTML     99K 
63: R41         Supplemental Disclosures of Cash Flow Information   HTML     49K 
                (Tables)                                                         
64: R42         Stockholders' Equity (Tables)                       HTML     42K 
65: R43         Disclosures About Crude Oil and Natural Gas         HTML    161K 
                Producing Activities (Unaudited) (Tables)                        
66: R44         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     53K 
                Narrative (Details)                                              
67: R45         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     44K 
                Concentrations of Credit Risk (Details)                          
68: R46         ACQUISITIONS AND DIVESTITURES - Narrative           HTML     81K 
                (Details)                                                        
69: R47         ACQUISITIONS AND DIVESTITURES - Purchase Price      HTML     80K 
                Allocation (Details)                                             
70: R48         ACQUISITIONS AND DIVESTITURES - Consideration       HTML     44K 
                Transferred (Details)                                            
71: R49         ACQUISITIONS AND DIVESTITURES - Pro Forma           HTML     41K 
                Information (Details)                                            
72: R50         REVENUE RECOGNITION - Schedule of Revenue by        HTML     55K 
                Revenue Stream (Details)                                         
73: R51         REVENUE RECOGNITION - Narrative (Details)           HTML     32K 
74: R52         ACCOUNTS PAYABLE AND ACCRUED EXPENSES - Accounts    HTML     50K 
                Payable and Accrued Expenses (Details)                           
75: R53         LONG-TERM DEBT - Schedule of Carrying Values        HTML     68K 
                (Details)                                                        
76: R54         LONG-TERM DEBT - Narrative (Details)                HTML    253K 
77: R55         LONG-TERM DEBT - Schedule of Debt Outstanding and   HTML     56K 
                Borrowing Capacity (Details)                                     
78: R56         COMMITMENTS AND CONTINGENCIES - Narrative           HTML     89K 
                (Details)                                                        
79: R57         COMMITMENTS AND CONTINGENCIES - Schedule of         HTML     47K 
                Purchase Obligations (Details)                                   
80: R58         STOCK-BASED COMPENSATION - Narrative (Details)      HTML    112K 
81: R59         STOCK-BASED COMPENSATION - Schedule of Expenses     HTML     46K 
                (Details)                                                        
82: R60         STOCK-BASED COMPENSATION - Unrecognized             HTML     45K 
                Compensation Expense (Details)                                   
83: R61         STOCK-BASED COMPENSATION - Activity of Non-Option   HTML     79K 
                Awards (Details)                                                 
84: R62         STOCK-BASED COMPENSATION - Valuation Assumptions    HTML     57K 
                (Details)                                                        
85: R63         STOCK-BASED COMPENSATION - Activity of Stock        HTML     55K 
                Options (Details)                                                
86: R64         FAIR VALUE MEASUREMENTS - Schedule of               HTML     46K 
                Non-financial Assets and Liabilities (Details)                   
87: R65         FAIR VALUE MEASUREMENTS - Narrative (Details)       HTML     55K 
88: R66         DERIVATIVES - Commodity Derivatives (Details)       HTML     73K 
89: R67         DERIVATIVES - Narrative (Details)                   HTML     36K 
90: R68         DERIVATIVES - Derivative Positions (Details)        HTML     72K 
91: R69         DERIVATIVES - Derivative Gain (Loss) (Details)      HTML     46K 
92: R70         ASSET RETIREMENT OBLIGATIONS - Schedule of          HTML     48K 
                Roll-Forward Activity (Details)                                  
93: R71         EARNINGS PER SHARE - Narrative (Details)            HTML     55K 
94: R72         EARNINGS PER SHARE - Schedule of Earnings Per       HTML     60K 
                Share (Details)                                                  
95: R73         INCOME TAXES - Provision for Income Taxes           HTML     53K 
                (Details)                                                        
96: R74         INCOME TAXES - Deferred Tax Assets and Liabilities  HTML     66K 
                (Details)                                                        
97: R75         INCOME TAXES - Narrative (Details)                  HTML     39K 
98: R76         INCOME TAXES - Effective Income Tax Reconciliation  HTML     60K 
                (Details)                                                        
99: R77         LEASES - Assets and Liabilities (Details)           HTML     52K 
100: R78         LEASES - Lease Cost (Details)                       HTML     43K  
101: R79         LEASES - Weighted-Average and Discount Rate         HTML     41K  
                Information (Details)                                            
102: R80         LEASES - Lease Maturities (Details)                 HTML     72K  
103: R81         SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION   HTML     53K  
                - Schedule of Supplemental Cash Flow Information                 
                (Details)                                                        
104: R82         STOCKHOLDERS' EQUITY - Narrative (Details)          HTML     64K  
105: R83         STOCKHOLDERS' EQUITY - Summary of Dividends Paid    HTML     39K  
                (Details)                                                        
106: R84         Disclosures About Crude Oil and Natural Gas         HTML     48K  
                Producing Activities (UNAUDITED) - Costs Incurred                
                in Oil and Natural Gas Producing Activities                      
                (Details)                                                        
107: R85         Disclosures About Crude Oil and Natural Gas         HTML    122K  
                Producing Activities (UNAUDITED) - Change in                     
                Quantities of Proved Oil, Natural Gas Liquids, and               
                Natural Gas Reserves (Details)                                   
108: R86         Disclosures About Crude Oil and Natural Gas         HTML     89K  
                Producing Activities (UNAUDITED) - Discounted                    
                Future Net Cash Flows Relating to Proved Oil and                 
                Natural Gas Reserves (Details)                                   
109: R87         Disclosures About Crude Oil and Natural Gas         HTML     38K  
                Producing Activities (UNAUDITED) - Average                       
                Wellhead Prices Used in Determining Future Net                   
                Revenues (Details)                                               
111: XML         IDEA XML File -- Filing Summary                      XML    192K  
114: XML         XBRL Instance -- civi-20231231_htm                   XML   3.08M  
110: EXCEL       IDEA Workbook of Financial Report Info              XLSX    226K  
19: EX-101.CAL  XBRL Calculations -- civi-20231231_cal               XML    312K 
20: EX-101.DEF  XBRL Definitions -- civi-20231231_def                XML    965K 
21: EX-101.LAB  XBRL Labels -- civi-20231231_lab                     XML   2.52M 
22: EX-101.PRE  XBRL Presentations -- civi-20231231_pre              XML   1.50M 
18: EX-101.SCH  XBRL Schema -- civi-20231231                         XSD    274K 
112: JSON        XBRL Instance as JSON Data -- MetaLinks              625±   977K  
113: ZIP         XBRL Zipped Folder -- 0001509589-24-000012-xbrl      Zip   1.12M

‘EX-10.45’   —   Material Contract

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 C:   C: 
  Document  
Exhibit 10.45
image.jpg

August 3, 2023

PRIVATE & CONFIDENTIAL

Mr. Jeff Kelly
5 South Shadow Creek Villas Loop
Spring, Texas 77389
via email – jeffkelly022@gmail.com

Re:    Employment Terms and Conditions – Chief Transformation Officer

Dear Jeff:

Civitas Resources, Inc. (the “Company”) is pleased to offer you an employment position as Chief Transformation Officer (“CTO”), reporting to the Company’s President and Chief Executive Officer, effective as of August 14, 2023. You will also serve as the Company’s interim head of the Permian Business Unit. In summary, as CTO, your compensation will be:

•An annualized base salary of $650,000, subject to annual review and periodic increases at the discretion of the Company’s Board of Directors (the “Board”), to be paid in accordance with the Company’s payroll practices in effect from time to time, subject to all applicable withholdings and deductions;
•Participation in the Company’s 2021 Long Term Incentive Plan (“LTIP”), subject to the terms and conditions of the LTIP and the award agreement(s) to be entered into thereunder, at the discretion of the Board and its Compensation Committee as further discussed below. The LTIP is administered by the Board and its Compensation Committee. Your annual “target” LTIP award will be equal to $1,300,000 per year. For 2023, you will receive your LTIP awards on the first day of your employment (the “Grant Date”), and the total number of Restricted Stock Units (“RSUs”) and Performance Stock Units (“PSUs”) included in your 2023 LTIP awards will be equal to the quotient of (i) $1,300,000 divided by (ii) the volume-weighted average price of the Company’s common stock for the 30 trading days immediately preceding the Grant Date (the “Grant Date Price”). Your 2023 LTIP awards will consist of following mix of award vehicles (each of which will be subject to award agreements consistent with the 2023 grants that have been made to other executive officers of the Company).
o30% of total target value in RSUs, subject to three-year ratable time vesting from the Grant Date; and
o70% of total target value in PSUs based on the Company’s absolute total shareholder return relative to pre-established goals during the measurement period 1/1/2023 to 12/31/2025;
•A one-time grant to you on the Grant Date of RSUs, using the form of award agreement consistent with the 2023 RSUs that have been granted to other executive officers of the Company, equal in number to the quotient of (i) $600,000 divided by (ii) the Grant Date Price. The RSUs will vest ratably over a three-year period, one-third on each of the first three anniversaries of the Grant Date;
•Eligibility to participate in the Company’s 401(k) Plan;
•Eligibility to participate in the Company’s health insurance plans upon your election;
•Eligibility to participate in the Company’s flexible benefit plan (Section 125 Plan); and
•Participation in the Company’s Executive Change in Control and Severance Plan (the “Severance Plan”) as a Tier 3 Executive (as such term is defined in the Severance Plan).

    CORPORATE OFFICE                     555 17th Street, Suite 3700
    Denver, CO 80202
    Office: 303.293.9100


Your participation in all Company compensation and benefit plans will be subject to the terms and conditions of such plans. The Company may modify compensation and benefits from time to time as it deems necessary in accordance with the terms and conditions of the plans set forth above and the Company’s policies. All forms of compensation paid to you as an employee of the Company will be paid less all applicable taxes and withholdings.

The terms and conditions of employment set forth in this Employment Letter are contingent upon your signing the Company’s Employee Restrictive Covenants, Proprietary Information and Inventions Agreement (the “PIIA”) attached hereto as Exhibit A.

You will be expected to abide by the Company’s rules and regulations, as such may be modified by the Company from time to time. This offer is contingent upon there not being any contractual impediments or obligations that would restrict your acceptance of this offer.

Notwithstanding anything to the contrary, your employment with the Company is AT WILL. You may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying the Company, subject only to any rights or obligations that may be required by the Severance Plan or the PIIA, each as may be amended from time to time. Likewise, the Company may terminate your employment at any time and for any reason whatsoever, with or without cause or advance notice, subject only to any rights and obligations that may be required by the Severance Plan or the PIIA, as each may be amended from time to time.

In consideration for the benefits to be provided to you under this Employment Letter to which you are not currently entitled, by executing this Employment Letter, you hereby (i) accept the terms of employment outlined in this Employment Letter and (ii) acknowledge and agree that this Employment Letter constitutes the entire agreement between you and the Company concerning your employment (except as otherwise may be set forth in the LTIP and any agreements entered into thereunder, the Severance Plan, the PIIA or any Indemnification Agreement entered into between you and the Company (collectively, the “Additional Agreements”)), and supersedes and terminates all prior and contemporaneous agreements and understandings, both written and oral, between the parties with respect to its subject matters, except for the Additional Agreements. You agree that the Company has not made any promise or representation to you concerning this Employment Letter not expressed in this Employment Letter, and that, in signing this Employment Letter, you are not relying on any prior oral or written statement or representation by the Company, but are instead relying solely on your own judgment and the judgment of your legal and tax advisors, if any.


Page 2



If you have any questions or need additional information, please feel free to contact me.

Sincerely,


/s/ Chris Doyle
Name:M. Christopher Doyle
Title:President and Chief Executive Officer

Accepted and agreed:



/s/ Jeff Kelly
Jeff Kelly
Date: August 3, 2023


Page 3



Exhibit A

Employee Restrictive Covenants, Proprietary Information and Inventions Agreement

Page 4

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/27/248-K
For Period end:12/31/23
8/14/233,  4,  SC 13G
8/3/23
 List all Filings 

2 Subsequent Filings that Reference this Filing

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

 5/15/24  Civitas Resources, Inc.           424B4                  1:509K                                   Toppan Merrill/FA
 5/02/24  Civitas Resources, Inc.           10-Q        3/31/24   80:7.7M

37 Previous Filings that this Filing References

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

 1/02/24  Civitas Resources, Inc.           8-K:1,2,7,9 1/02/24   12:386K                                   Toppan Merrill/FA
11/29/23  Civitas Resources, Inc.           8-K:5,9    11/28/23   11:230K                                   Toppan Merrill/FA
11/07/23  Civitas Resources, Inc.           10-Q        9/30/23   92:10M
10/18/23  Civitas Resources, Inc.           8-K:1,2,9  10/17/23   11:1.3M                                   Toppan Merrill/FA
10/10/23  Civitas Resources, Inc.           8-K:1,9    10/10/23   11:1.5M                                   Toppan Merrill/FA
10/04/23  Civitas Resources, Inc.           8-K:1,3,7,910/03/23   12:1.3M                                   Toppan Merrill/FA
 8/02/23  Civitas Resources, Inc.           10-Q        6/30/23   82:8.9M
 8/02/23  Civitas Resources, Inc.           8-K:1,2,9   8/02/23   12:617K                                   Toppan Merrill/FA
 6/29/23  Civitas Resources, Inc.           8-K:1,2,9   6/29/23   12:2.6M                                   Toppan Merrill/FA
 6/26/23  Civitas Resources, Inc.           8-K:1,9     6/23/23   11:1.5M                                   Toppan Merrill/FA
 6/20/23  Civitas Resources, Inc.           8-K:1,3,7,8 6/19/23   14:2.9M                                   Toppan Merrill/FA
 6/05/23  Civitas Resources, Inc.           8-K:5,9     5/31/23   12:520K                                   Toppan Merrill/FA
 5/03/23  Civitas Resources, Inc.           10-Q        3/31/23   84:7.7M
 4/06/23  Civitas Resources, Inc.           8-K:5,7,9   4/03/23   12:241K                                   Toppan Merrill/FA
 2/22/23  Civitas Resources, Inc.           10-K       12/31/22  107:14M
 1/24/23  Civitas Resources, Inc.           8-K:1,7,9   1/24/23   12:276K                                   Toppan Merrill/FA
 8/03/22  Civitas Resources, Inc.           10-Q        6/30/22   84:9.3M
 5/05/22  Civitas Resources, Inc.           10-Q        3/31/22   84:9.5M
 5/02/22  Civitas Resources, Inc.           8-K:5,7,9   4/29/22   13:337K                                   Toppan Merrill/FA
 4/21/22  Civitas Resources, Inc.           8-K:1,8,9   4/20/22   12:308K                                   Toppan Merrill/FA
 1/25/22  Civitas Resources, Inc.           8-K:5,9     1/21/22   11:385K                                   Toppan Merrill/FA
12/22/21  Civitas Resources, Inc.           8-K:1,9    12/21/21   11:269K
11/03/21  Civitas Resources, Inc.           8-K:1,2,3,511/01/21   31:2.7M                                   Donnelley … Solutions/FA
10/29/21  Civitas Resources, Inc.           10-Q        9/30/21   80:9M
10/15/21  Civitas Resources, Inc.           8-K:1,2,9  10/13/21   11:1.4M                                   Toppan Merrill/FA
 8/09/21  Civitas Resources, Inc.           10-Q        6/30/21   79:9.8M
 6/08/21  Civitas Resources, Inc.           8-K:1,3,9   6/06/21   14:1.8M                                   Toppan Merrill/FA
 5/21/21  Civitas Resources, Inc.           8-K:1,9     5/19/21   11:299K
 5/10/21  Civitas Resources, Inc.           8-K:1,8,9   5/09/21   13:1.5M                                   Toppan Merrill/FA
 4/01/21  Civitas Resources, Inc.           8-K:1,2,5,7 4/01/21   17:1.8M                                   Toppan Merrill/FA
 2/01/21  Civitas Resources, Inc.           8-K:1,9     1/29/21   11:240K                                   Toppan Merrill/FA
 1/20/21  Extraction Oil & Gas, Inc.        8-K:1,2,3,5 1/20/21   28:4.4M
11/09/20  Civitas Resources, Inc.           8-K:1,7,9  11/09/20   15:6.2M                                   Toppan Merrill/FA
 2/28/20  Civitas Resources, Inc.           10-K       12/31/19  110:17M
 6/20/19  Civitas Resources, Inc.           8-K:5,9     6/15/19    2:48K                                    Toppan Merrill/FA
 5/22/18  Civitas Resources, Inc.           8-K:5,9     5/16/18    3:234K                                   Toppan Merrill/FA
 4/28/17  Civitas Resources, Inc.           8-K:1,2,3,5 4/28/17    8:2M                                     Davis Polk & … LLP 01/FA
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