epl8k_111208.htm
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 12, 2008
————————————
ENERGY
PARTNERS, LTD.
(Exact
name of registrant as specified in its charter)
————————————
|
Delaware
|
001-16179
|
72-1409562
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
file number)
|
(I.R.S.
Employer
Identification
No.)
|
201
St. Charles Avenue, Suite 3400
New
Orleans, Louisiana 70170
(Address
of principal executive offices) (Zip Code)
(504) 569-1875
(Registrant’s
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:
[ ]
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))
Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(e) On
November 13, 2008, Energy Partners, Ltd. (the “Company”) adopted amendments to
certain of its plans and agreements designed to bring those documents into
compliance with the new requirements relating to nonqualified deferred
compensation set forth in Section 409A (“Section 409A”) of the Internal Revenue
Code of 1986, as amended. The First Amendment to Amended and Restated
2000 Long Term Stock Incentive Plan, Third Amendment to Change of Control
Severance Plan, First Amendment to 2006 Long Term Stock Incentive Plan, First
Amendment to Amended and Restated 2000 Stock Incentive Plan for Non-Employee
Directors, First Amendment to Stock and Deferral Plan for Non-Employee
Directors, and Amendment to Restricted Share Unit Agreements and Cash-Settled
Restricted Share Unit Agreements are each attached hereto as Exhibits 10.1
through 10.6, respectively, and each is incorporated by reference
herein.
On
November 12, 2008, the Board of Directors of the Company also extended the
termination date of the Change of Control Severance Agreements with Messrs.
Bachmann, Peper, Leary and Longon from March 28, 2009 to March 28,
2010. The Form of Third Amendment to Change of Control Severance
Agreement giving effect to that extension and bringing those agreements into
compliance with the new requirements relating to nonqualified deferred
compensation set forth in Section 409A is attached hereto as Exhibit 10.7
and is incorporated by reference herein.
On
November 12, 2008, the Company also amended the definition of “Good Reason” in
the Letter Agreement, dated as of November 29, 2007, with Thomas DeBrock, the
Company’s Senior Vice President of Exploration (the “Letter Agreement”), in
order to conform the definition of “Good Reason” in the Letter Agreement to the
definition of “Good Reason” in the Company’s other benefit plans. The
Amended Letter Agreement with Thomas DeBrock is attached hereto as
Exhibit 10.8 and is incorporated by reference herein.
Item
9.01. Financial
Statements and Exhibits.
Exhibits. The
following exhibits are filed herewith:
|
Exhibit
No.
|
Description
|
|
10.1
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First
Amendment to Amended and Restated 2000 Long Term Stock Incentive
Plan
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| |
|
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10.2
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Third
Amendment to Change of Control Severance Plan
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| |
|
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10.3
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First
Amendment to 2006 Long Term Stock Incentive Plan
|
| |
|
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10.4
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First
Amendment to Amended and Restated 2000 Stock Incentive Plan for
Non-Employee Directors
|
| |
|
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10.5
|
First
Amendment to Stock and Deferral Plan for Non-Employee
Directors
|
|
10.6
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Amendment
to Restricted Share Unit Agreements and Cash-Settled Restricted Share Unit
Agreements
|
|
10.7
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Form
of Third Amendment to Change of Control Severance
Agreement
|
| |
|
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10.8
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Amended
Letter Agreement with Thomas
DeBrock
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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 14, 2008
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|
ENERGY
PARTNERS, LTD.
By: /s/ John H. Peper
John
H. Peper
Executive
Vice President, General
Counsel
and Corporate Secretary
|