UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported)
April 3,
2008 (March 28, 2008)
St.
Mary Land & Exploration Company
(Exact
name of registrant as specified in its charter)
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Delaware
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001-31539
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41-0518430
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1776
Lincoln Street, Suite 700, Denver, Colorado
(Address
of principal executive offices)
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80203
(Zip
Code)
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Registrant’s
telephone number, including area code: (303) 861-8140
Not
applicable
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2.):
[_]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[_]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[_]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(e) Approval of Amendments to Cash Bonus
Plan
On March
28, 2008, the Board of Directors (the “Board”) of St. Mary Land &
Exploration Company (the “Company”) approved amendments to the Company’s Cash
Bonus Plan (as amended, the “Plan”). The Plan is administered by the
Compensation Committee of the Board (the “Committee”), each member of which is
an “outside director” within the meaning of Section 162(m) of the Internal
Revenue Code of 1986, as amended (“Section 162(m)”). The Plan now
provides that, on or before March 15 of each year, the Committee shall designate
the key employees of the Company and its majority owned subsidiaries who are
eligible to participate in the Plan, and that no participant shall receive a
bonus under the Plan for a calendar year in excess of two hundred percent of
such participant’s base salary for such year. Any or all of the
Company’s named executive officers, as that term is defined in Item 402(a)(3) of
Regulation S-K, may be designated by the Committee to participate in the
Plan.
For
bonuses to employees who are covered by Section 162(m) that the Committee
intends to qualify as performance-based compensation under Section 162(m), the
payability of such bonuses shall be determined by the level of attainment of
certain specified performance goals during the specified performance
period. The Committee shall specify in writing the participants
eligible to receive such bonuses and the performance goals applicable to such
bonuses within 90 days after the commencement of the applicable performance
period. A general description of the performance measures on which
performance goals will be based is contained in the Plan. The maximum
amount of a bonus that is intended to qualify as performance-based compensation
for purposes of Section 162(m) to a single covered employee in any one calendar
year shall not exceed $2,000,000.
The Plan
is being submitted for approval by the Company’s stockholders at the Company’s
annual stockholders meeting to be held on May 21, 2008 in order to ensure that
bonuses paid under the Plan can be eligible for the “performance-based
compensation” exemption from the limits on tax deductibility imposed by Section
162(m).
The
foregoing summary of the Plan is subject to, and qualified in its entirety by,
the complete text of the Plan, which is filed as Exhibit 10.1 to this report and
is incorporated herein by reference.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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The
following exhibit is filed as part of this report:
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Exhibit
10.1
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Cash
Bonus Plan, as Amended on March 28,
2008.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
ST. MARY LAND &
EXPLORATION COMPANY
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Date:
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April
3, 2008
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By:
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/s/ MARK T.
SOLOMON
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Mark
T. Solomon
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Controller
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