- Current report filing (8-K)
24 Novembre 2009 - 9:13PM
Edgar (US Regulatory)
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): (November 18, 2009)
ENERGY PARTNERS,
LTD.
(Exact name of registrant as specified in its charter)
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Delaware
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001-16179
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72-1409562
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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201 St. Charles Avenue, Suite 3400
New Orleans, Louisiana 70170
(Address of principal executive offices) (Zip Code)
(504) 569-1875
(Registrants telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material
Definitive Agreement
On November 19, 2009, the Board of Directors (the
Board
) of Energy
Partners, Ltd. (the
Company
) approved a form of indemnification agreement for the Companys directors (the
Director Indemnification Agreement
) and a form of indemnification agreement for the Companys
executive officers (the
Officer Indemnification Agreement
and together with the Director Indemnification Agreement, the
Indemnification Agreements
), and the Company entered into the Indemnification Agreements
with each of the Companys directors and its executive officers (the
Indemnitees
).
The
Indemnification Agreements provide, among other things, for mandatory indemnification against liabilities as well as mandatory advancement and reimbursement of all reasonable expenses that may be incurred by the Indemnitees in various legal
proceedings arising out of their service as directors or executive officers to the fullest extent authorized by the Companys Amended and Restated Certificate of Incorporation and Second Amended and Restated Bylaws and the General Corporation
Law of the State of Delaware, including any amendments thereto. The Indemnification Agreements contemplate that any of the Indemnitees rights to indemnification or insurance provided by third parties be secondary to the Companys
indemnification obligations contained therein.
The Indemnification Agreements also set out the process for determining
entitlement to indemnification, the conditions to advancement of expenses, the procedures for enforcement of indemnification rights, the limitations on indemnification and requirements relating to the notice and defense of claims for which
indemnification is sought.
The foregoing description of the Indemnification Agreements is qualified in its entirety by
reference to the actual terms of the Director Indemnification Agreement and the Officer Indemnification Agreement, which are attached to this Current Report as Exhibit 10.1 and Exhibit 10.2, respectively, and are incorporated herein by reference.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
On November 18, 2009, L. Keith Vincent announced his resignation
effective that same day as the Companys Senior Vice President, Acquisitions and Land to pursue other interests. Mr. Vincent joined the Company in January 1999. T.J. Thom, the Companys Senior Vice President, Treasurer and Principal
Financial Officer, will manage the business development function previously overseen by Mr. Vincent on an interim basis.
Item 9.01. Financial Statements and Exhibits.
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Exhibit No.
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Description
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10.1*
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Form of Indemnification Agreement for Directors
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10.2*
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Form of Indemnification Agreement for Officers
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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.
Dated: November 24, 2009
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ENERGY PARTNERS, LTD.
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By:
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/
S
/ J
OHN
H.
P
EPER
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John H. Peper
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Executive Vice President,
General Counsel and Corporate Secretary
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EXHIBIT INDEX
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Exhibit No.
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Description
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10.1*
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Form of Indemnification Agreement for Directors
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10.2*
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Form of Indemnification Agreement for Officers
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