SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of
Date of Report (Date of earliest event reported): November 7, 2012
BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
11451 Katy Freeway, Suite 500
|(Address of principal executive offices)
Registrants telephone number, including area code: (281) 598-8600
(Former name or former address, if changed since last report)
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)) |
||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
||Material Contract with Principal Financial Officer |
As previously reported, on September 27, 2012, Mr. James F. Hagemeier, Vice President, Chief Financial Officer and Manager of Black Elk Energy Offshore Operations, LLC (the
Company), announced his retirement from the Company. In connection with his departure, on November 7, 2012, the Company, for itself and on behalf of all of its subsidiary and affiliated companies and divisions (together with the
Company, the Black Elk Group), and Mr. Hagemeier entered into a Settlement and Release of All Claims (the Agreement). The Agreement terminates all previous employment, consulting, or other agreements between
Mr. Hagemeier and the Black Elk Group.
Termination of Employment
In accordance with the Agreement, as of October 31, 2012, Mr. Hagemeier is no longer an employee of the Company or a board
member or manager of any member of the Black Elk Group.
In consideration of and conditioned on Mr. Hagemeiers execution of the Agreement and his general release of claims against the
Company, Mr. Hagemeier and the Company (together, the Parties) agreed:
(1) The Company will have payment
made to Mr. Hagemeier in the amount of $250,000 as severance pay.
(2) The Parties will take all necessary steps to
remove Mr. Hagemeier as a manager and officer from all Black Group entities, including Freedom Logistics.
Company will indemnify and hold harmless Mr. Hagemeier to the fullest extent permitted by law from and against all losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature, judgments, fines, settlements
and other amounts arising from any and all claims, demands, actions, suits or proceedings in which Mr. Hagemeier was involved or threatened to be involved, as a party or otherwise, arising out of or incidental to the business activities of or
relating to any member of the Black Elk Group, as specified in the Agreement.
(4) Mr. Hagemeier agrees and represents
that all of the equity interests he owns directly or indirectly in Black Elk Group will be sold or otherwise conveyed to the Black Elk Group, without any further payment owed to Employee by the Company, other than the payment specified above.
The Parties shall have such other obligations, and receive such other benefits, as set forth in the Agreement.
General Release and Covenant Not to Sue
In consideration of the benefits and payments to be received by Mr. Hagemeier under the Agreement, Mr. Hagemeier irrevocably and unconditionally agrees to release, relieve, acquit, waive,
relinquish and discharge all members of the Black Elk Group of and from any and all claims, debts, obligations, promises, agreements, liabilities, damages, costs, attorneys fees, expenses, wages, employee benefits, back pay, front pay,
severance pay, bonus pay, personal injuries, compensatory damages, liquidated damages, and other compensation, suits, appeals, actions and causes of actions, of whatever kind or character, arising prior to, or existing as of the effective date of
the Agreement, which Mr. Hagemeier has or might claim to have against any member of the Black Elk Group.
The non-competition and non-solicitation provisions and covenants of Mr. Hagemeiers previously filed Employment Agreement, dated as of July 13, 2012, between James F. Hagemeier and the
Company, remain in full force and effect.
Time to Consider/Revocation
For a period of seven (7) days following the signing of the Agreement, Mr. Hagemeier may revoke his acceptance of the offer
contained therein, and his waiver and release of all claims against all members of the Black Elk Group pursuant to the procedures stated therein. In the event Mr. Hagemeier revokes his acceptance of such offer, the Company shall have no
obligation to provide Mr. Hagemeier any rights or benefits under the Agreement.
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.
Date: November 13, 2012
|BLACK ELK ENERGY OFFSHORE OPERATIONS, LLC|
||Black Elk Energy, LLC, its sole member|
||/s/ John Hoffman|
||Name: John Hoffman|
||Title: President and Chief Executive Officer|