Delaware
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1-12295
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76-0513049
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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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919
Milam, Suite 2100, Houston, Texas
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77002
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(Address
of principal executive offices)
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(Zip
Code)
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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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1.
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a
Class B Membership Interest in our general partner for all three senior
executive officers;
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2.
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a
deferred compensation plan and related awards, which provide each of
Messrs. Sims and Blount the right to receive up to $1,007,229 and
$866,685, respectively, in cash (or, in certain circumstances, common
units) under the same circumstances for which he would receive a
redemption payment in respect of his Class B Membership
Interest;
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3.
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a
cash bonus paid to each of Messrs. Sims ($107,751) and Blount ($97,600);
and
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4.
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an
employment agreement, which addresses, among other things, salary, fringe
benefits and non-competition requirements for all three senior executive
officers.
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Class
B Membership
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Potential
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|||||||
Senior Executive
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Interest Percentage
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IDR Percentage
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||||||
Grant
E. Sims
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38.7 | % | 7.74 | % | ||||
Joseph
A. Blount
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33.3 | 6.66 | ||||||
Robert
V. Deere
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14.0 | 2.80 | ||||||
Total
Awarded
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86.0 | 17.2 | ||||||
Available
for Future Awards
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14.0 | 2.9 | ||||||
Total
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100.0 | % | 20.0 | % |
CABR
per Unit Rate Targets(1):
Excess
of Our Cash Available Before Reserves (“CABR”) per Unit
for
the relevant quarter over each Class B Member’s Base Amount per
Unit:
(specified
in a Class B Member’s Award Agreement)
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Target
Percentage (for the relevant quarter)
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|||
Excess
of $0.14 or less of CABR per Unit over Member’s Base Amount per
Unit
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0%
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|||
Excess
of $0.15 through $0.29 of CABR per Unit over Member’s Base Amount per
Unit
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2%
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||
Excess
of $0.30 through $0.44 of CABR per Unit over Member’s Base Amount per
Unit
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4%
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|||
Excess
of $0.45 through $0.59 of CABR per Unit over Member’s Base Amount per
Unit
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6%
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|||
Excess
of $0.60 through $0.74 of CABR per Unit over Member’s Base Amount per
Unit
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8%
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|||
Excess
of $0.75 through $0.89 of CABR per Unit over Member’s Base Amount per
Unit
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10%
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|||
Excess
of $0.90 through $1.04 of CABR per Unit over Member’s Base Amount per
Unit
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12%
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|||
Excess
of $1.05 through $1.19 of CABR per Unit over Member’s Base Amount per
Unit
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14%
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|||
Excess
of $1.20 through $1.34 of CABR per Unit over Member’s Base Amount per
Unit
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16%
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Excess
of $1.35 through $1.49 of CABR per Unit over Member’s Base Amount per
Unit
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18%
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Excess
of $1.50 or greater of CABR per Unit over Member’s Base Amount per
Unit
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20%
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Senior Executive
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Distribution Amount
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|||
Sims
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$ | 33,804 | ||
Blount
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29,807 | |||
Deere
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---
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|||
Total
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$ | 63,611 |
CABR
generated for the four quarters ended September 30
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$ | 78,667 | ||
Less: CABR
relating to specified assets
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6,317 | |||
Adjusted
annual CABR
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$ | 72,350 | ||
Adjusted
units outstanding (1)
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37,293 | |||
Adjusted
annual CABR at September 30 per adjusted unit (2)
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$ | 1.940 | ||
Base
amount for Messrs Sims and Blount
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$ | 0.925 | ||
Excess
of CABR per unit over base amount
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$ | 1.015 | ||
Target
percentage for the quarter for Messrs Sims and Blount
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12 | % | ||
IDR
paid for the quarter ended September 30
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$ | 727 |
(i)
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termination for cause: | 0 | % | |||
(ii)
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after a change of control; upon such Class B Member’s termination for good reason; or upon a termination during the period beginning six months prior to and ending on a change of control other than termination by our general partner for cause or termination by the Class B Member without good reason: | 100 | % | |||
(iii)
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if the Class B Member voluntarily terminates his employment other than for good reason, if termination occurs: | |||||
(a)
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prior to the 1st anniversary of the Class B Member’s award: | 0 | % | |||
(b)
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on or after the 1st anniversary, and prior to the 2nd anniversary, of the Class B Member’s award: | 25 | % | |||
(c)
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on or after the 2nd anniversary, and prior to the 3rd anniversary, of the Class B Member’s award: | 50 | % | |||
(d)
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on or after the 3rd anniversary, and prior to the 4th anniversary, of the Class B Member’s award: | 75 | % | |||
(e)
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after the 4th anniversary of the Class B Member’s award: | 100 | % |
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·
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“Cause”
means, in general, if a senior executive commits willful fraud or theft of
our assets, is convicted of a felony or crime of moral turpitude,
materially violates his certain provisions of his employment agreement,
substantially fails to perform, is grossly negligent, acts with willful
misconduct, acts in a way materially injurious to our general partner, us,
or our respective affiliates, willfully violates material written rules,
regulations or policies, or fails to follow reasonable instructions from
both the audit committee and Class A Members of our general partner, and
such failure to follow instructions could reasonably be expected to be
materially injurious to our general partner, us, or our respective
affiliates.
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·
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“Good
reason” means, in general, a senior executive’s duties, responsibilities,
base salary, or benefits are materially diminished, if either our
principal executive office or that executive is based anywhere outside of
metropolitan Houston without his consent, if our general partner fails to
make a material payment under, or perform a material provision of, his
employment agreement, or our general partner amends or changes our IDRs or
the Class B Membership Interests in a manner which materially and
adversely affects the senior executive’s right to distributions or
redemptions payable because of such amendment or change, subject to
certain exceptions.
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·
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“Change
of control” means, among other things, if all or substantially all of the
assets of Denbury Resources Inc. or our general partner are transferred to
a non-Denbury affiliate, if Denbury and its affiliates cease to own 50% or
more of the Class A Ownership Interests (or other economic and voting
equity interests) in our general partner, or 50% or more than the general
partner interest in us, if Denbury is merged or consolidated into a third
party and pre-merger holders hold less than half of the voting securities
of the post-merger survivor, if a majority of Denbury’s board of directors
is replaced during any 12-month period, or if more than 50% of the voting
securities of Denbury are acquired by a third-party or affiliated group of
third parties.
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Item
8.01.
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Other
Events.
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Item
9.01.
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Financial
Statements and Exhibits
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(a)
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Financial
statements of businesses acquired.
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(b)
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Pro
forma financial information.
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(c)
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Exhibits
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Certificate
of Conversion of Genesis Energy, Inc., a Delaware corporation, into
Genesis Energy, LLC, a Delaware limited liability
company.
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Certificate
of Formation of Genesis Energy, LLC.
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Limited
Liability Company Agreement of Genesis Energy, LLC dated December 29,
2008.
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First
Amendment to Limited Liability Company Agreement of Genesis Energy, LLC
dated December 31, 2008.
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Employment
Agreement by and between Genesis Energy, LLC and Grant E. Sims, dated
December 31, 2008.
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Employment
Agreement by and between Genesis Energy, LLC and Joseph A. Blount, Jr.,
dated December 31, 2008.
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Employment
Agreement by and between Genesis Energy, LLC and Robert V. Deere, dated
December 31, 2008.
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Genesis
Energy, LLC Deferred Compensation Plan, effective December 31,
2008.
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Genesis
Energy, LLC Award – Individual Class B Interest for Grant E. Sims dated
December 31, 2009
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Genesis
Energy, LLC Award – Individual Class B Interest for Joseph A. Blount, Jr.
dated December 31, 2009
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Genesis
Energy, LLC Award – Individual Class B Interest for Robert V. Deere dated
December 31, 2009
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Deferred
Compensation Grant – Genesis Energy, LLC – Grant E.
Sims
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Deferred
Compensation Grant – Genesis Energy, LLC – Joseph A. Blount,
Jr.
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GENESIS
ENERGY, L.P.
(A
Delaware Limited Partnership)
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By:
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GENESIS
ENERGY, LLC, as its sole general
partner
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Date: January
7, 2009
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By:
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Ross
A. Benavides
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Secretary
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