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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 9, 2007
EAGLE ROCK ENERGY PARTNERS, L.P.
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(Exact name of Registrant as specified in its charter)
Delaware 001-33016 68-0629883
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(State or other jurisdiction of Commission File Number (I.R.S. Employer
incorporation or organization) Identification No.)
16701 Greenspoint Park Drive,
Suite 200
Houston, Texas 77060
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (281) 408-1200
14950 Heathrow Forest Parkway, Suite 111, Houston, Texas 77032
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(Former name, former address and former fiscal year,
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))
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Item 1.01. Entry into a Material Definitive Agreement.
As previously reported on periodic report on Form 8-K filed on January
11, 2007, Joan A. W. Schnepp, at the time, Executive Vice President, Secretary
and Director of Eagle Rock Energy G&P, LLC ("G&P"), announced her resignation
from all positions. On February 9, 2007, G&P, which is the general partner of
Eagle Rock Energy GP, L.P., which is the general partner of Eagle Rock Energy
Partners, L.P. (the "Partnership"), and Eagle Rock Holdings, L.P. ("Holdings"),
which is the sole member of G&P entered into a Separation Agreement and Release
(the "Separation Agreement") with Ms. Schnepp with a Separation Date effective
as of January 31, 2007 (the "Separation Date").
Under the Separation Agreement, Ms. Schnepp will be entitled to receive
payments in the sum of $300,000, which is equal to eighteen months of her base
salary, less deductions required by law, payable in equal or nearly equal
installments beginning on the G&P's first payroll date that is at least five
business days after the Separation Date and ending on the last payroll date on
or before March 15, 2008.
Pursuant to the terms of the Separation Agreement, G&P agrees to
continue to pay on Ms. Schnepp's behalf the cost of continuing her health,
dental and vision coverage until the earlier of March 10, 2008 or when she
becomes eligible for any similar type of benefit plan.
The Separation Agreement contains a mutual release and waiver by Ms.
Schnepp and G&P and its affiliates for all claims for matters pertaining to or
arising out of Ms. Schnepp's employment. The Separation Agreement also states
that Ms. Schnepp will provide consulting services to G&P, on behalf of the
Partnership, for the eighteen-month period after the Separation Date.
Additionally, for a period from the Separation Date through July 31, 2008, the
Separation Agreement provides that Ms. Schnepp will not directly or indirectly
engage or participate in the solicitation or hiring of any employee of G&P or
any of its affiliates.
The Separation Agreement further provides for the termination of all
prior written or oral agreements between Ms. Schnepp and G&P or any of its
affiliates as of the Separation Date, except for certain agreements named in the
Separation Agreement.
SIGNATURE
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 thereunto duly authorized.
EAGLE ROCK ENERGY PARTNERS, L.P.
By: Eagle Rock Energy GP, L.P., its
general partner
By: Eagle Rock Energy G&P, LLC, its
general partner
Date: February 13, 2007 By: /s/ Alex A. Bucher
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Alex A. Bucher
President and Chief Executive
Officer