IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE



DANIEL BUTCHER,)

)

Plaintiff)

v. )

)

ANDREW L. FAWTHROP, STEVEN)

P. GUIDRY, FREDERICK W.)

BRAZELTON, STEVEN J. PULLY,)

JOHN J. MYERS, JR., JAMES B. )

JENNINGS, O. DONALDSON)C.A. No. 12277-VCL

CHAPOTON, and DON O.)

MCCORMACK,)

)

Defendants)

)

and VAALCO ENERGY, INC., a)

Delaware corporation)

)

Nominal Defendant)
)



STIPULATION AND [PROPOSED] ORDER OF DISMISSAL

WHEREAS, on April 29, 2016, Plaintiff filed a complaint (the “Complaint”) against Defendants Andrew L. Fawthrop, Steven P. Guidry, Frederick W. Brazelton, Steven J. Pully, John J. Myers, Jr., James B. Jennings, O. Donaldson Chapoton, and Don O. McCormack, as officers and members of the board of

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directors of Nominal Defendant VAALCO Energy, Inc. (“VAALCO” or the “Company”) (collectively, “Defendants”);

WHEREAS, the Complaint alleged, that in connection with the adoption of (i) a stockholder rights agreement (the “Rights Agreement”), (ii) an employment agreement with the then-CEO Steven P. Guidry containing certain change-in-control severance benefits (the “Guidry Agreement”), and (iii) an employment agreement with the then-CFO Don O. McCormack containing similar change-in-control severance benefits (the “McCormack Agreement”), the members of the Company’s Board breached their fiduciary duties;

WHEREAS, the Complaint sought, among other things, a declaration from the Court that the (i) Rights Agreement, (ii) the Guidry Agreement, and (iii) the McCormack Agreement were invalid and unenforceable;

WHEREAS, on or about December 22, 2015, the Company terminated the Rights Agreement;

WHEREAS, Don O. McCormack announced his resignation on May 6, 2016, effective June 2, 2016;

WHEREAS, Steven P. Guidry announced his resignation on July 28, 2016, effective September 1, 2016;

WHEREAS, as a result of the termination of the Rights Agreement and the resignations of Guidry and McCormack, Plaintiff and Defendants agree that the claims in the Complaint are moot;

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WHEREAS, the Company and its insurer agreed, in the exercise of business judgment, to pay Plaintiff’s counsel $25,000 in attorneys’ fees, which amount the Company expects the insurer will pay on its behalf;

WHEREAS, Plaintiff’s counsel may disburse up to $1,000 of the $25,000 in attorneys’ fees as they see fit to reimburse Plaintiff for expenses incurred directly by the Plaintiff in connection with the prosecution of this litigation;

WHEREAS, Defendants deny any allegations of Plaintiff through Plaintiff’s counsel that Defendants engaged in wrongdoing in any way, and the Company states that the Company has agreed to settle Plaintiff’s application for an award of attorneys’ fees due to the costs associated with prosecuting Defendants’ motion to dismiss and the defense of that application, as well as the associated litigation risk;

WHEREAS, the Court has not passed on the amount of the fee;

NOW, THEREFORE, upon consent of the parties and subject to the approval of the Court;

IT IS HEREBY ORDERED this 3rd day of October, 2016, pursuant to Court of Chancery Rule 23(e) that:



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Dated: September 30, 2016

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SO ORDERED this 3rd day of October, 2016.





/s/ J. Travis Laster__________

Vice Chancellor J. Travis Laster



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This document constitutes a ruling of the court and should be treated as such.









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