Form 8-K Emerge Energy Services For: Nov 02

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 2, 2016

Emerge Energy Services LP

(Exact name of registrant as specified in its charter)

180 State Street, Suite 225

Southlake, Texas 76092

(Address of principal executive office) (Zip Code)

(817) 865-5830
(Registrants’ telephone number, including area code)

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:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   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.

Effective November 2, 2016, the Board of Directors (the “Board”) of Emerge Energy Services GP LLC (the “General Partner”) approved a second amendment (the “Amendment”) to the employment letter agreement between the General Partner and Rick Shearer, the Chief Executive Officer of the General Partner, dated May 29, 2013 (the “Employment Letter”).

Under the Amendment, Mr. Shearer’s annual base salary was increased to $525,000, effective November 1, 2016.

The Amendment also provides that Mr. Shearer will be granted, on each of November 1, 2017 and November 1, 2018 (subject to Board approval and his continued employment through the applicable grant date), a phantom unit award covering a number of units of Emerge Energy Services LP (the “Partnership”) equal to (i) with respect to the November 1, 2017 phantom unit award, one and one-half his then-current annual base salary and (ii) with respect to the November 1, 2018 phantom unit award, one-half his then-current base salary on the second grant date, in each case, divided by the per-share closing price of a unit on the applicable grant date. In addition, in connection with entering into the Amendment, on November 1, 2016, Mr. Shearer was granted a phantom unit award covering 61,475 units in the Partnership.

Each of the three phantom unit awards will vest with respect to 50% of the units subject thereto on each of the first and second anniversaries of the applicable grant date, subject to Mr. Shearer’s continued service.  In addition, (i) any of these then-outstanding phantom unit awards will accelerate and vest in full immediately prior to a “change in control” (as defined in the Partnership’s 2013 Long-Term Incentive Plan) and (ii) if Mr. Shearer is terminated by the Company without cause, then a prorated number of unvested phantom units will vest with respect to any of these then-outstanding phantom unit awards.

The Amendment also provides that in the event Mr. Shearer’s employment with the Company is terminated due to the Company’s election not to extend Mr. Shearer’s employment under the Employment Letter when Mr. Shearer is willing and able to continue performing services to the Company in accordance with the terms of the Employment Letter, then, subject to Mr. Shearer’s timely execution and non-revocation of a general release of claims, the Company will pay to Mr. Shearer an amount equal to two times his annual base salary as in effect on the termination date.

The foregoing description of the Amendment is not complete and is subject to and qualified in its entirety by the terms of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits

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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.

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EXHIBIT INDEX

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Exhibit 10.1

SECOND AMENDMENT TO AMENDED EMPLOYMENT LETTER

This Second Amendment to Amended Employment Letter (this “Amendment”) is made as of November 2, 2016, by and between Rick Shearer (“Employee”) and Emerge Energy Services GP, LLC (the “Company”).  Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Amended Employment Letter (as defined below).

The parties hereto acknowledge the following facts:

1.                                      Employee and Superior Silica Sands LLC, a subsidiary of the Company, previously entered into an employment letter dated March 23, 2010, as amended May 17, 2011 (the “SSS Letter”), which was assigned to the Company in connection with the transfer of Employee’s employment to the Company effective as of the initial public offering of common units of Emerge Energy Services LP.

2.                                      On May 29, 2013, Employee and the Company entered into an amended employment letter which amended, restated and replaced the SSS Letter, and which was amended by Employee and the Company on April 15, 2016 (as amended, the “Amended Employment Letter”).

3.                                      The parties hereto wish to amend certain terms of the Amended Employment Letter to further revise the terms and conditions of Employee’s employment with the Company.

In connection therewith, the parties hereto hereby amend the Amended Employment Letter as follows, effective as of the date hereof:

1.                                      The first sentence of the third paragraph of the Amended Employment Letter is hereby deleted and replaced in its entirety with the following:

“Effective as of November 1, 2016, you will continue to serve as the Chief Executive Officer of the Company and your monthly base salary will be $43,750 ($525,000 annualized), less payroll deductions and all required withholdings, payable in installments in accordance with the Company’s normal payroll practices (but in no event less often than monthly).”

2.                                      The following paragraph is hereby added as the sixth paragraph of the Amended Employment Letter:

“Subject to approval by the Board of Directors and your continued employment through the applicable grant dates, the Company agrees to grant to you, on each of November 1, 2017 and November 1, 2018, a phantom unit award with respect to the units of Emerge Energy Services LP covering a number of units equal to (i) with respect to the November 1, 2017 phantom unit award, one and one-half times your annual base salary as of such date and (ii) with respect to the November 1, 2018 phantom unit award, one-half your annual base salary as of such date, in each case, divided by the per-share closing price on the applicable grant date (the “Phantom Unit Awards”).  Each Phantom Unit Award will be made pursuant to the Emerge Energy Services LP 2013 Long-Term Incentive Plan, as amended from time to time (the “Plan”), and will vest with respect to 50% of the units subject thereto on each of the first and second anniversaries of the applicable grant date, subject to your continued service through the applicable vesting date.  In

addition, each then-outstanding Phantom Unit Award will accelerate and vest in full immediately prior to the occurrence of a Change in Control (as defined in the Plan), subject to your continued service at least until immediately prior to such Change in Control.  In addition, in the event you are terminated by the Company without cause, then subject to your timely execution and non-revocation of a general release of claims in a form that is satisfactory to the Company, each then-outstanding Phantom Unit Award shall vest with respect to a number of units equal to the product of (x) the quotient obtained by dividing (A) the number of days elapsed from the most recent anniversary of the grant date immediately preceding your termination of employment (or, if no such anniversary has yet occurred, the grant date) by (B) 365, times (y) 50% of the units subject to the applicable Phantom Unit Award.  The terms and conditions of each Phantom Unit Award will be set forth in a separate phantom unit award agreement to be entered into by the Company, Emerge Energy Services LP and you which will evidence the grant of such Phantom Unit Award.”

3.             The seventh paragraph of the Amended Employment Letter (after giving effect to the forgoing amendments) is hereby deleted and replaced in its entirety with the following:

“In the event that your employment with the Company is terminated (i) by the Company without “cause,” (ii) due to your death or disability, or (iii) due to the Company’s election not to extend the Employment Period when you are willing and able, at the time of such election, to continue performing services to the Company in accordance with the terms of this letter, and, in any case, you execute a general release of claims (in a form prescribed by the Company) within twenty-one (21) days (or forty-five (45) days to the extent required to comply with applicable law) after the termination date and you do not revoke such release within seven (7) days thereafter, then the Company will pay you, as a severance payment, an amount equal to two times your annual base salary as in effect on the termination date, payable in a single lump sum payment within sixty (60) days after the termination date.”

4.                                      This Amendment shall be and, as of the date hereof, is hereby incorporated in and forms a part of, the Amended Employment Letter.

5.                                      Except as expressly provided herein, all terms and conditions of the Amended Employment Letter shall remain in full force and effect.

(Signature page follows)

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.