Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 24, 2026, the Board of Directors (the “Board”) of BKV Corporation (the “Company”) adopted the BKV Corporation Executive Severance Plan (the “Severance Plan”) based on the recommendation of the Compensation Committee of the Board.…
BKV Corporation (NYSE: BKV) is a forward-thinking, growth-driven energy company focused on the sustainable development and delivery of low-carbon energy solutions and baseload power. As the largest natural gas producer by gross operated volume in the Barnett Shale, BKV is strategically expanding an end-to-end value chain that leverages its assets in upstream production, midstream infrastructure, natural gas-fired power generation and carbon capture, utilization and storage (CCUS). Through this innovative, closed-loop approach, BKV solves customers’ toughest energy challenges, meeting growing power demand and enabling sustainable growth for the future. Headquartered in Denver, Colorado, BKV is committed to driving long-term, risk adjusted shareholder value by optimizing and scaling our closed-loop energy platform for a carbon neutral future. For more information, visit the BKV website at www.bkv.com.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
September 24, 2026, the Board of Directors (the “Board”) of BKV Corporation (the “Company”) adopted the BKV Corporation
Executive Severance Plan (the “Severance Plan”) based on the recommendation of the Compensation Committee of the Board. The
Severance Plan provides for severance benefits to participants who experience a “qualifying termination,” which includes termination
of employment by the Company without “cause” (other than due to death or disability) or by the participant for “good
reason” (as such terms are defined in the Severance Plan). The initial participants in the Severance Plan include the Company’s
named executive officers.
Under the Severance Plan, if a participant experiences
a qualifying termination at any time other than during the two-year period following a “Change in Control” (as defined in
the BKV Corporation 2024 Equity and Incentive Compensation Plan), the participant will be entitled to receive:
payments in an aggregate amount equal to the participant’s base salary plus target annual bonus,
multiplied by 2.0 for the CEO and 1.0 for other participants, payable in substantially equal installments over 24 months for the CEO and
12 months for other participants;
payment of a prorated portion of the participant’s target annual bonus, calculated based on the
number of days that the participant was employed in the year of termination;
vesting of a prorated portion of each time-based equity award and continued eligibility for prorated vesting
of each performance-based equity award based on actual achievement of the performance goals;
payments in an aggregate amount equal to the Company’s portion of the monthly premium for coverage
under the Company’s medical, dental and vision plans for 24 months for the CEO and 12 months for other participants; and
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payment of any earned but unpaid annual bonus for the fiscal year preceding the year of termination.
If the qualifying termination occurs during the
two-year period following a change in control, the participant will be entitled to receive:
a lump sum payment in an aggregate amount equal to the participant’s base salary plus target annual
bonus, multiplied by 3.0 for the CEO and 2.0 for other participants;
payment of a prorated portion of the participant’s target annual bonus, calculated based on the
number of days that the participant was employed in the year of termination;
full vesting of each time-based equity award and continued eligibility for vesting of each performance-based
equity award at the greater of the target amount or based on actual achievement of the performance goals;
payments in an aggregate amount equal to the Company’s portion of the monthly premium for coverage
under the Company’s medical, dental and vision plans for 36 months for the CEO and 24 months for other participants; and
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payment of any earned but unpaid annual bonus for the fiscal year preceding the year of termination.
If, in connection with a qualifying termination,
a participant would be entitled to a severance benefit under an individual agreement or another Company plan or policy that is of the
same type as a severance benefit under the Severance Plan, the participant will first be entitled to the severance benefit under such
agreement, plan or policy, and then will be entitled to the severance benefit under the Severance Plan only to the extent that the value
of the severance benefit under the Severance Plan exceeds the value of the severance benefit under such agreement, plan or policy.
The
severance benefits under the Severance Plan are subject to the participant’s timely execution and delivery and non-revocation of
a separation agreement containing a waiver and release of claims and continued compliance with all restrictive covenants relating to non-competition,
non-solicitation, confidentiality and non-disparagement to which the participant is subject.
The
description of the Severance Plan contained in this Item 5.02 does not purport to be complete and is qualified in its entirety
by reference to the form of Severance Plan included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
