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): September 7, 2011

 

 

CAMAC ENERGY INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34525   30-0349798

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

1330 Post Oak Blvd., Suite 2575, Houston, Texas 77056

(Address of principal executive offices) (Zip Code)

(713) 797-2940

(Registrant’s 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 ( see General Instruction A.2.below):

 

¨ 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.

Nicholas J. Evanoff, Senior Vice President, General Counsel and Secretary

On September 7, 2011, CAMAC Energy Inc. (the “Company”) announced that it has appointed Nicholas J. Evanoff as Senior Vice President, General Counsel and Secretary of the Company, effective as of September 7, 2011.

In connection with the appointment of Mr. Evanoff, on September 1, 2011, the Company and Mr. Evanoff entered into an employment agreement, which will be effective as of September 7, 2011 and continues until his employment is terminated by the Company or by him. The employment agreement provides for Mr. Evanoff to serve as Senior Vice President, General Counsel and Secretary of the Company. Mr. Evanoff will receive an annual base salary of $280,000.

The employment agreement further provides for Mr. Evanoff to receive, and the Board of Directors has approved, an option to purchase 800,000 shares of the Company’s common stock (the “Evanoff Option”) under the Company’s 2009 Equity Incentive Plan (the “Plan”). The exercise price of the Evanoff Option will be the closing price of the Company’s common stock on the date of hire. The Evanoff Option will vest in 1/3 annual installments on the anniversary date of the date of hire subject to Mr. Evanoff’s continued service with the Company on such anniversary date, with the first 266,667 shares vesting on the first year anniversary of the date of hire and the final 266,667 shares vesting on the third anniversary of the date of hire.

The employment agreement further provides for Mr. Evanoff to receive, and the Board of Directors has approved, 175,000 restricted shares of the Company’s common stock (the “Evanoff Stock”) under the Plan. The Evanoff Stock shall be restricted and subject to forfeiture to the Company if Mr. Evanoff’s rights to the restricted Evanoff Stock do not vest under the award agreement. Mr. Evanoff’s rights to the Evanoff Stock will vest with respect to 50% of the Evanoff Stock on the one year anniversary of the date of hire, and will vest with respect to the balance on the two year anniversary of the date of hire, subject in both cases to his continued service with the Company on such anniversary date.

The employment agreement further provides that during his employment with the Company, Mr. Evanoff will be eligible for a discretionary cash performance bonus each year targeted at between 0% to 100% of his then-current annual base salary, based on defined targets determined by the Board of Directors. He will also be considered for additional grants of restricted stock and options in the Board’s sole discretion.

Mr. Evanoff will receive severance benefits if his employment is involuntarily terminated by the Company without “cause” (as defined in the employment agreement), subject to Mr. Evanoff executing a release of claims. If such a termination occurs, the Company will provide the following severance benefits:

 

  •  

An amount equal to Mr. Evanoff’s annual base salary;

 

  •  

A target annual bonus as determined by the Board of Directors for the year in which the termination occurs;

 

  •  

Immediate acceleration by 12 months of the vesting of all outstanding Company restricted stock and options exercisable for Company Stock then held by Mr. Evanoff, with all vested Company options held by him (including accelerated options) remaining exercisable for a period of 12 months following the date of termination;

 

  •  

Reimbursement for the excess, if any, of the amount Mr. Evanoff paid to the Company for COBRA continuation coverage for up to the first 12 months he maintains such COBRA continuation coverage, above the amount of the applicable premium that he would have paid for comparable coverage during such 12 month period if he had remained an employee of the Company during such 12 month period.

Under the employment agreement, Mr. Evanoff has agreed to confidentiality, non-solicitation and non-competition covenants with respect to the Company.

The foregoing summary of Mr. Evanoff’s employment agreement is qualified in its entirety by reference to the full text of the employment agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Mr. Evanoff, 48, previously served as Senior Vice President, General Counsel and Secretary of Frontera Resources Corporation (“Frontera”), an independent oil and gas exploration and production company operating in the country of Georgia, since September 2007. Prior to joining Frontera, he served as Vice President, General Counsel and Secretary of Transmeridian Exploration Incorporated, an independent oil and gas exploration and production company active in Kazakhstan and Russia, from 2005 to September 2007. From 1997 to 2004, he held senior legal and executive positions with two international drilling contractors, Pride International Inc., where he was Vice President-Corporate & Governmental Affairs, and Transocean Ltd., where he was Associate

General Counsel and General Counsel, Asia & Middle East. Mr. Evanoff began his legal career with Baker Botts L.L.P. in Houston, Texas, where he practiced corporate and securities law from 1992 to 1997. Mr. Evanoff holds a B.S. in Chemical Engineering from Texas A&M University and a J.D. from the University of Houston Law Center, and studied law at the University of Kiel in Germany under a Fulbright Grant. Mr. Evanoff is a past member of the board of directors of the Houston World Affairs Council.

Babatunde Omidele, Senior Vice President, Business Development & New Ventures

On September 7, 2011, the Company announced that it has appointed Babatunde Omidele as Senior Vice President, Business Development & New Ventures, of the Company, effective as of September 1, 2011.

In connection with the appointment of Mr. Omidele on September 1, 2011, the Company and Mr. Omidele entered into an employment agreement, which was effective as of September 1, 2011 and continues until his employment is terminated by the Company or by him. The employment agreement provides for Mr. Omidele to serve as Senior Vice President, Business Development & New Ventures, of the Company. Mr. Omidele will receive an annual base salary of $280,000.

The employment agreement further provides for Mr. Omidele to receive, and the Board of Directors has approved, an option to purchase 800,000 shares of the Company’s common stock (the “Omidele Option”) under the Plan. The exercise price of the Omidele Option will be the closing price of the Company’s common stock on the date of hire. The Omidele Option will vest in 1/3 annual installments on the anniversary date of the date of hire subject to Mr. Omidele’s continued service with the Company on such anniversary date, with the first 266,667 shares vesting on the first year anniversary of the date of hire and the final 266,667 shares vesting on the third anniversary of the date of hire.

The employment agreement further provides for Mr. Omidele to receive, and the Board of Directors has approved, 175,000 restricted shares of the Company’s common stock (the “Omidele Stock”) under the Plan. The Omidele Stock shall be restricted and subject to forfeiture to the Company if Mr. Omidele’s rights to the restricted Omidele Stock do not vest under the award agreement. Mr. Omidele’s rights to the Omidele Stock will vest with respect to 50% of the Omidele Stock on the one year anniversary of the date of hire, and will vest with respect to the balance on the two year anniversary of the date of hire, subject in both cases to his continued service with the Company on such anniversary date.

The employment agreement further provides that during his employment with the Company, Mr. Omidele will be eligible for a discretionary cash performance bonus each year targeted at between 0% to 100% of his then-current annual base salary, based on defined targets determined by the Board of Directors. He will also be considered for additional grants of restricted stock and options in the Board’s sole discretion.

Mr. Omidele will receive severance benefits if his employment is involuntarily terminated by the Company without “cause” (as defined in the employment agreement), subject to Mr. Omidele executing a release of claims. If such a termination occurs, the Company will provide the following severance benefits:

 

  •  

An amount equal to Mr. Omidele’s annual base salary;

 

  •  

A target annual bonus as determined by the Board of Directors for the year in which the termination occurs;

 

  •  

Immediate acceleration by 12 months of the vesting of all outstanding Company restricted stock and options exercisable for Company Stock then held by Mr. Omidele, with all vested Company options held by him (including accelerated options) remaining exercisable for a period of 12 months following the date of termination; and

 

  •  

Reimbursement for the excess, if any, of the amount Mr. Omidele paid to the Company for COBRA continuation coverage for up to the first 12 months he maintains such COBRA continuation coverage, above the amount of the applicable premium that he would have paid for comparable coverage during such 12 month period if he had remained an employee of the Company during such 12 month period.

Under the employment agreement, Mr. Omidele has agreed to confidentiality, non-solicitation and non-competition covenants with respect to the Company.

The foregoing summary of Mr. Omidele’s employment agreement is qualified in its entirety by reference to the full text of the employment agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Mr. Omidele, 57, previously served as Senior Vice President, Exploration and Production, for CAMAC International Corporation (“CIC”) since October 2008, and Managing Director of its affiliate, Allied Energy Plc (Nigeria) (“Allied”) since February 2009. Mr. Omidele continues to serve on the Board of Directors of Allied (since February 2009), and since February 2011, he has served on the Board of Directors of Brass Exploration Unlimited (“Brass”). Prior to joining CIC and Allied, Mr. Omidele

worked for 28 years with Shell companies in Nigeria, the United Kingdom, and the United States, serving in various positions, including as Regional Resource Volume Manager (Africa), Team Lead – Deepwater Integrated Projects, Subsurface Coordinator –Deepwater Integrated Projects, Senior Staff Reservoir & Production Engineer, and Senior Petroleum Engineer. Mr. Omidele holds a bachelor’s degree in Petroleum Engineering from the University of Ibadan, Nigeria, and a master’s degree in Petroleum Engineering from the University of Houston.

Dr. Kase Lawal, the Company’s Chairman, Chief Executive Officer and member of the Board of Directors, is a director of each of CAMAC Energy Holdings Limited (“CEHL”) and Allied. Dr. Lawal also owns 27.7% of CAMAC International Limited, which indirectly owns 100% of CEHL. Allied is a wholly-owned subsidiary of CEHL, and Brass is an indirect subsidiary of CEHL.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

10.1    Letter agreement, dated September 1, 2011, between CAMAC Energy Inc. and Nicholas J. Evanoff.
10.2    Letter agreement, dated September 1, 2011, between CAMAC Energy Inc. and Babatunde Omidele.
99.1    Press Release, dated September 7, 2011.

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.

 

  CAMAC Energy Inc.
Dated: September 7, 2011    
  By:  

/s/ Edward G. Caminos

   

Edward G. Caminos

Chief Financial Officer

Exhibit Index

 

10.1    Letter agreement, dated September 1, 2011, between CAMAC Energy Inc. and Nicholas J. Evanoff.
10.2    Letter agreement, dated September 1, 2011, between CAMAC Energy Inc. and Babatunde Omidele.
99.1    Press Release, dated September 7, 2011.

Exhibit 10.1

LOGO

August 22, 2011

Mr. Nicholas J. Evanoff

2708 Werlein Avenue

Houston, Texas 77005

Re: Offer of Employment as Senior Vice President, General Counsel & Secretary

Dear Mr. Evanoff:

It is our pleasure to extend to you on behalf of CAMAC Energy Inc. (the “Company”), an offer of employment as the Company’s Senior Vice President, General Counsel & Secretary, commencing as of September 7, 2011, in accordance with the terms and conditions contained in this letter agreement (the “Agreement”), the adequacy and sufficiency of which are hereby acknowledged:

1. DUTIES . The Company requires that you be available to perform the duties of Senior Vice President, General Counsel & Secretary, customarily related to these functions as may be determined and assigned by the Board of Directors of the Company (the “Board”) and as may be required by the Company’s constituent instruments, including its certificate or articles of incorporation, bylaws and its corporate governance, each as amended or modified from time to time, and by applicable law, including the Delaware General Corporation Law. Subject to the terms of this Agreement, the Company shall have the right, to the extent the Company from time to time reasonably deems necessary or appropriate, to change your position, or to expand or reduce your duties and responsibilities. You will report to the Chief Executive Officer and you agree to devote as much time as is necessary to discharge and perform completely the duties described in this Section 1, and perform such other duties as the Chief Executive Officer and the Board may from time to time assign to you.

2. TERM . The term of this Agreement shall commence on September 7, 2011, and shall continue until your employment is terminated by the Company or by you.

3. COMPENSATION . For all services to be rendered by you to the Company in any capacity hereunder, the Company agrees to pay you the following compensation:

 

  a. During the term of your employment with the Company you will receive a base salary of US$280,000.00 per annum (the “Base Salary”), paid in arrears and in equal installments in accordance with the customary payroll practices of the Company.

 

  b.

Subject to Board approval, which will not be unreasonably withheld, you will receive an option to purchase 800,000 shares of the Company’s common stock (the “Option”) under the Company’s 2009 Equity Incentive Plan (the “Plan”). The Option will be evidenced by an Option Agreement as contemplated by the Plan, which will govern the Option, notwithstanding any other provision in this Agreement. The exercise price of the Option will be the closing price of the Company’s common stock on your date of hire if the Option is approved by the Board on or before your

 

1330 Post Oak Boulevard, Suite 2575, Houston, Texas 77056; Telephone (713) 797-2990

Mr. Nicholas J. Evanoff

Page 2 of 8

 

  date of hire (or the exercise price of the Option will be the closing price of the Company’s common stock on such later date required by the terms of the Plan if the Option is not approved by the Board on or before your date of hire). The Option will vest in 1/3 annual installments on the anniversary date of your date of hire subject to your continued service with the Company on such anniversary date, with the first 266,667 shares vesting on the first year anniversary of your date of hire and the final 266,667 shares vesting on the third anniversary of your date of hire.

 

  c. Subject to Board approval, which will not be unreasonably withheld, you will receive 175,000 restricted shares of the Company’s common stock (the “Stock”) under the Plan. The Stock will be issued pursuant to a Restricted Stock Award Agreement as contemplated by the Plan, which will govern the Stock and your rights to the Stock, notwithstanding any other provision in this Agreement. The Stock shall be restricted and subject to forfeiture to the Company if your rights to the restricted Stock do not vest under the award agreement. Your rights to the Stock will vest with respect to 50% of the Stock on the one year anniversary of your date of hire, and will vest with respect to the balance on the two year anniversary of your date of hire, subject in both cases to your continued service with the Company on such anniversary date.

 

  d. You will be reviewed by the Board, not less than annually, and in connection with such review, will be eligible for a discretionary cash performance bonus each year targeted at between 0% to 100% of your then-current annual base salary, based on defined targets determined by the Board. You shall also be considered for additional grants of restricted stock and options in the Board’s sole discretion. You acknowledge that the Company is not obligated to award you any cash or equity bonus in any year.

You agree that if any payment of compensation paid to you by the Company or any affiliate, whether under this Agreement or otherwise, results in income or wages to you for federal, state, local or foreign income, employment or other tax purposes with respect to which the Company or any affiliate has a withholding obligation, the Company and its affiliates are authorized to withhold from such payment and any other cash, stock, property or other remuneration then or thereafter payable to you in any capacity any tax required to be withheld by reason of such income or wages.

4. EMPLOYEE BENEFITS

 

  a. You shall be eligible to participate in the employee benefit plans, programs and policies maintained by the Company for similarly situated employees in accordance with the terms and conditions of such plans, programs, and policies as in effect from time to time.

 

  b. In accordance with and subject to the terms of the Company’s expense reimbursement policy, the Company shall pay or reimburse you for reasonable expenses actually incurred or paid by you in the performance of your services hereunder upon the presentation of expense statements or vouchers or such other appropriate supporting information as the Company may reasonably require of you. To the extent that a reimbursement amount is subject to section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the rules and regulations issued thereunder by the Department of Treasury and the Internal Revenue Service (“Section 409A”) the Company will pay you the reimbursement amount due, if any, in any event before the last day of your taxable year following the taxable year in which the expense was incurred. Your rights to any reimbursements are not subject to liquidation or exchange for another benefit. The amount of expense reimbursements for which you are eligible during any taxable year will not affect the amount of any expense reimbursements for which you are eligible in any other taxable year.

Mr. Nicholas J. Evanoff

Page 3 of 8

 

  c. You will be entitled to up to four weeks of paid vacation per annum (pro-rated for partial years of service) in addition to the normal statutory holidays, provided, however, that vacation is to be taken at such times and intervals as may be agreed by the Company having regard to your workload and needs of the Company.

 

  d. You shall be entitled to the benefit of the indemnification provisions contained in the bylaws of the Company, as the same may be amended.

5. CONFIDENTIALITY . You acknowledge that, in order for the intents and purposes of this Agreement to be accomplished, you will necessarily be obtaining access to certain confidential information concerning the Company and its affairs, including, but not limited to business methods, information systems, financial data and strategic plans which are unique assets of the Company (“Confidential Information”). In accepting this offer, you covenant not to, either directly or indirectly, in any manner, utilize or disclose to any person, firm, corporation, association or other entity any Confidential Information. The obligations set forth in this paragraph shall survive any termination of this Agreement and your employment relationship with the Company.

6. NON-COMPETE; NON-SOLICIT . During the period of your employment with the Company and thereafter during the one-year period which starts on the date of the termination of your employment with the Company (the “Restricted Period”), you covenant and agree that, in connection with the business operations and prospective interests of the Company on the date of your termination as an employee of the Company, you shall not, directly or indirectly, own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any businesses in competition with the Company or materially adverse to the Company (unless the Board shall have authorized such activity and the Company shall have consented thereto in writing). Investments in less than 5% of the outstanding securities of any class of the Company subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, shall not be prohibited by this section. For purposes of this Section 6, the term “ Company ” shall include the Company and any of its affiliates or subsidiaries or any company in which it is a minority shareholder or a joint venture partner. For purposes of this Section, the term “businesses” shall mean any enterprise, commercial venture, or project involving petroleum exploration, development, or production activities in the same geographic areas as the Company’s activities during the period of your employment. Further, during the period of your employment with the Company and thereafter during the Restricted Period, you covenant and agree that you will not directly or indirectly through another entity induce or otherwise attempt to influence any employee of the Company to leave the Company’s employment or in any way interfere with the relationship between the Company and any employee thereof. Further, you will not induce or attempt to induce any customer, supplier, licensee, joint venture partner, shareholder, licensor or other business relation of the Company to cease doing business with the Company or in any way interfere with the relationship between any such customer, supplier, licensee, joint venture partner, shareholder, licensor or business relation of the Company.

If (i) pursuant to the arbitration process described in Section 14 of this Agreement (or such other process as to which the Company and you may agree upon in writing), it is determined that you have violated the provisions of this Section, and (ii) you have received a payment and/or entitled to future payments from the Company pursuant to Section 9 of this Agreement (the aggregate amount paid and payable to you thereunder is referred to as the “Aggregate Severance Amount”), then, in addition to any other remedies that the Company may have, you shall be obligated, and hereby agree, to pay the Company, as liquidated damages, all or such other portion of the Aggregate Severance Amount as the Board, in its sole discretion, shall determine.

Mr. Nicholas J. Evanoff

Page 4 of 8

 

7. CONFLICTS OF INTEREST; COMPLIANCE WITH LAW. You covenant and agree that you will not receive and have not received any payments, gifts or promises and you will not engage in any employment or business enterprises that in any way conflict with your service and the interests of the Company or its affiliates. In addition, you agree to comply with the laws or regulations of any country, including, without limitation, the United States of America, having jurisdiction over you, the Company or any of the Company’s subsidiaries. Further, you shall not make any payments, loans, gifts or promises or offers of payments, loans or gifts, directly or indirectly, to or for the use or benefit of any official or employee of any government or to any other person if you know, or have reason to believe, that any part of such payments, loans or gifts, or promise or offer, would violate the laws or regulations of any country, including, without limitation, the United States of America, having jurisdiction over you, the Company or any of the Company’s subsidiaries. By signing this Agreement, you acknowledge that you have not made and will not make any payments, loans, gifts, promises of payments, loans or gifts to or for the use or benefit of any official or employee of any government or to any other person which would violate the laws or regulations of any country, including, without limitation, the United States of America, having jurisdiction over you, the Company or any of the Company’s subsidiaries.

8. AT-WILL EMPLOYMENT. You should understand that your employment with the Company may be terminated by you or the Company at any time and for any reason. No provision of this Agreement or any other agreement with the Company shall be construed to create a promise of employment for any specific period of time. This Agreement supersedes in its entirety any and all prior agreements and understandings concerning your employment relationship with the Company, whether written or oral.

9. TERMINATION .

 

  a.

With or without cause, you and the Company may each terminate this Agreement at any time after thirty (30) days advance written notice, and the Company will be obligated to pay you the compensation and expenses due up to the date of your Separation from Service. Notwithstanding the foregoing sentence, the Company will pay to you an amount equal to the Base Salary plus target annual bonus as determined by the Board for the year in which Separation from Service occurs (the “Separation Payment”) if you incur a Separation from Service by the Company without “Cause” and shall also provide the benefits described in Section 9.b. below, and immediately accelerate by twelve (12) months the vesting of all outstanding Company restricted stock and options exercisable for Company Stock then held by you, with all vested Company options held by you (including accelerated options) remaining exercisable for a period of twelve (12) months following your date of Separation from Service, in exchange for a full and complete release of claims against the Company, its affiliates, officers and directors in a form reasonably acceptable to the Company (the “Release”). For purposes of this provision, “Cause” means your (i) conviction of, or plea of nolo contendere to, a felony or any other crime involving moral turpitude; (ii) fraud on or misappropriation of any funds or property of the Company or any of its affiliates, customers or vendors; (iii) willful violation of any applicable law, rule or regulation (other than minor traffic violations or similar offenses), or breach of fiduciary duty; (iv) willful failure to perform your responsibilities in the best interests of the Company or any of its affiliates; (v) illegal use or distribution of drugs; (vi) material violation of any rule, regulation, procedure or policy of the Company or any of its affiliates; or (vii) material breach of any provision of this Agreement or any other employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by you for

Mr. Nicholas J. Evanoff

Page 5 of 8

 

  the benefit of the Company or any of its affiliates, all as determined by the Board or the Company’s affiliate (as the case may be), which determination will be conclusive. The Separation Payment is intended to qualify as separation pay due to involuntary Separation from Service under Treasury Regulation §1.409A-1(b)(9)(iii). To the extent the Separation Payment, or any portion thereof, so qualifies or is otherwise exempt from the requirements of Section 409A, such amount shall be paid in 12 equal monthly installments on the last day of the first 12 months following the month of your Separation from Service. If all or any portion of the Separation Payment does not qualify as separation pay due to involuntary Separation from Service under Treasury Regulation §1.409A-1(b)(9)(iii) and is not otherwise exempt from the requirements of Section 409A such amount shall be paid as follows: (a) if you are not a Specified Employee, such amount shall be paid in 12 equal monthly installments on the last day of the first 12 months following the month of your Separation from Service or (b) if you are a Specified Employee, such amount shall be paid in 6 monthly installments beginning the date that is six months following the date of your Separation from Service (and the first payment shall include all amounts that would have been paid to you earlier under this section had you not been a Specified Employee). For purposes of this Agreement, the terms “ Separation from Service ” and “ Specified Employee ” have the meanings ascribed to those terms in Section 409A.

 

  b. If (i) your employment with the Company is terminated by the Company without “Cause” as described in Section 9(a), (ii) you are an active participant in the Company’s group medical plan (the “Group Medical Plan”) on the date of your employment terminates, and (iii) you timely elect to continue that Group Medical Plan coverage under section 4980B of the Code (“COBRA Continuation Coverage”) the Company will reimburse you, the excess, if any, of the amount you pay to the Company for such COBRA Continuation Coverage for up to the first 12 months you maintain such COBRA Continuation Coverage, above the amount of the applicable premium that you would have paid for comparable coverage during such 12 month period if you had remained an employee of the Company during such 12 month period. Any reimbursements by the Company to you required under this Section 9.b shall be made on the last day of each month you pay the amount required by this Section 9.b to the Company for such COBRA Continuation Coverage, for up to the first 12 months of COBRA Continuation Coverage. If you are a Specified Employee and the benefits specified in this Section 9.b are taxable to you and not otherwise exempt from Section 409A, the following provisions shall apply to the reimbursement or provision of such benefits. Any amounts to which you would otherwise be entitled under this Section 9.b during the first six months following the date of your Separation from Service shall be accumulated and paid to you on the date that is six months following the date of your Separation from Service. Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 9.b, or in-kind benefits provided, during your taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of yours. Any reimbursement of an expense described in this Section 9.b shall be made on or before the last day of your taxable year following your taxable year in which the expense was incurred. Your right to reimbursement or in-kind benefits pursuant to this Section 9.b shall not be subject to liquidation or exchange for another benefit. Subject to your Group Medical Plan COBRA Coverage Continuation rights under section 4980B of the Code, the benefits listed in this Section 9.b shall be reduced to the extent benefits of the same type are received by you, your spouse or any eligible dependent from any other person during such period, and provided, further, that you shall have the obligation to notify the Company that you or they are receiving such benefits.

Mr. Nicholas J. Evanoff

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  c. Notwithstanding any provision in this Agreement to the contrary, if you have not delivered to the Company an executed Release on or before the fiftieth (50th) day after the date of your Separation from Service, you shall forfeit all of the payments and benefits described in this Section 9.

10. EFFECT OF WAIVER . The waiver by either party of the breach of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof.

11. NOTICE . Any and all notices referred to herein will be sufficient if furnished in writing at the addresses specified on the signature page hereto or, if to the Company, to the Company’s address as specified in filings made by the Company with the U.S. Securities and Exchange Commission.

12. GOVERNING LAW . This Agreement will be interpreted in accordance with, and the rights of the parties hereto will be determined by, the laws of the State of Texas without reference to that state’s conflicts of laws principles.

13. ASSIGNMENT . The rights and benefits of the Company under this Agreement will be transferable, and all the covenants and agreements hereunder shall inure to the benefit of, and be enforceable by or against, its successors and assigns. Your duties and obligations under this Agreement are personal and therefore you may not assign any right or duty under this Agreement without the prior written consent of the Company.

14. ARBITRATION AND GOVERNING LAW. ANY UNRESOLVED DISPUTE OR CONTROVERSY BETWEEN YOU AND THE COMPANY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE SETTLED EXCLUSIVELY BY ARBITRATION, CONDUCTED IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION THEN IN EFFECT. THE PARTIES SHALL EQUALLY DIVIDE AND PAY THE ADMINISTRATIVE COSTS OF ANY ARBITRATION UNDER THIS AGREEMENT, INCLUDING THE ARBITRATOR’S FEES. THE ARBITRATOR SHALL NOT HAVE THE AUTHORITY TO ADD TO, DETRACT FROM, OR MODIFY ANY PROVISION HEREOF. THE ARBITRATOR SHALL HAVE THE AUTHORITY TO ORDER REMEDIES WHICH YOU COULD OBTAIN IN A COURT OF COMPETENT JURISDICTION. A DECISION BY THE ARBITRATOR SHALL BE IN WRITING AND WILL BE FINAL AND BINDING. JUDGMENT MAY BE ENTERED ON THE ARBITRATOR’S AWARD IN ANY COURT HAVING JURISDICTION. THE ARBITRATION PROCEEDING SHALL BE HELD IN HOUSTON, TEXAS, UNITED STATES OF AMERICA. NOTWITHSTANDING THE FOREGOING, THE COMPANY SHALL BE ENTITLED TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM ANY COURT OF COMPETENT JURISDICTION, WITHOUT THE NEED TO RESORT TO ARBITRATION IN THE EVENT THAT YOU VIOLATE SECTIONS 5, 6 OR 7 OF THIS AGREEMENT. THIS AGREEMENT SHALL IN ALL RESPECTS BE CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF TEXAS.

15. MISCELLANEOUS . If any provision of this Agreement will be declared invalid or illegal, for any reason whatsoever, then, notwithstanding such invalidity or illegality, the remaining terms and provisions of the this Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein.

16. ARTICLE HEADINGS . The article headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Mr. Nicholas J. Evanoff

Page 7 of 8

 

17. COUNTERPARTS . This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.

18. ENTIRE AGREEMENT . Except as provided elsewhere herein, this Agreement sets forth the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party to this Agreement with respect to such subject matter.

[Remainder of Page Left Blank Intentionally]

Mr. Nicholas J. Evanoff

Page 8 of 8

 

If you are in agreement with the terms set forth herein, please sign below. The offer set forth herein is in effect until the close of business at our Houston, Texas office on September 7, 2011.

 

Yours truly,
CAMAC ENERGY INC.
By:  

/s/ Dr. Kase Lukman Lawal

Dr. Kase Lukman Lawal
Chief Executive Officer

Agreed and accepted this 1st day of September, 2011

 

/s/ Nicholas Evanoff

(Signature)

Nicholas Evanoff

(Print Name)

Signature Page to Offer Letter

Exhibit 10.2

LOGO

August 22, 2011

Mr. Babatunde Omidele

6407 Grand Canyon Gate

Katy, Texas 77450

Re: Offer of Employment as Senior Vice President, Business Development & New Ventures

Dear Mr. Omidele:

It is our pleasure to extend to you on behalf of CAMAC Energy Inc. (the “Company”), an offer of employment as the Company’s Senior Vice President, Business Development & New Ventures, commencing as of September 1, 2011, in accordance with the terms and conditions contained in this letter agreement (the “Agreement”), the adequacy and sufficiency of which are hereby acknowledged:

1. DUTIES . The Company requires that you be available to perform the duties of Senior Vice President, Business Development & New Ventures, customarily related to these functions as may be determined and assigned by the Board of Directors of the Company (the “Board”) and as may be required by the Company’s constituent instruments, including its certificate or articles of incorporation, bylaws and its corporate governance, each as amended or modified from time to time, and by applicable law, including the Delaware General Corporation Law. Subject to the terms of this Agreement, the Company shall have the right, to the extent the Company from time to time reasonably deems necessary or appropriate, to change your position, or to expand or reduce your duties and responsibilities. You will report to the Chief Executive Officer and you agree to devote as much time as is necessary to discharge and perform completely the duties described in this Section 1, and perform such other duties as the Chief Executive Officer and the Board may from time to time assign to you.

2. TERM . The term of this Agreement shall commence on September 1, 2011, and shall continue until your employment is terminated by the Company or by you.

3. COMPENSATION . For all services to be rendered by you to the Company in any capacity hereunder, the Company agrees to pay you the following compensation:

 

  a. During the term of your employment with the Company you will receive a base salary of US$280,000.00 per annum (the “Base Salary”), paid in arrears and in equal installments in accordance with the customary payroll practices of the Company.

 

  b.

Subject to Board approval, which will not be unreasonably withheld, you will receive an option to purchase 800,000 shares of the Company’s common stock (the “Option”) under the Company’s 2009 Equity Incentive Plan (the “Plan”). The Option will be evidenced by an Option Agreement as contemplated by the Plan, which will govern the Option, notwithstanding any other provision in this Agreement. The exercise price of the Option will be the closing price of the Company’s common stock on your date of hire if the Option is approved by the Board on or before your

 

1330 Post Oak Boulevard, Suite 2575, Houston, Texas 77056; Telephone (713) 797-2990

Mr. Babatunde Omidele

Page 2 of 8

 

  date of hire (or the exercise price of the Option will be the closing price of the Company’s common stock on such later date required by the terms of the Plan if the Option is not approved by the Board on or before your date of hire). The Option will vest in 1/3 annual installments on the anniversary date of your date of hire subject to your continued service with the Company on such anniversary date, with the first 266,667 shares vesting on the first year anniversary of your date of hire and the final 266,667 shares vesting on the third anniversary of your date of hire.

 

  c. Subject to Board approval, which will not be unreasonably withheld, you will receive 175,000 restricted shares of the Company’s common stock (the “Stock”) under the Plan. The Stock will be issued pursuant to a Restricted Stock Award Agreement as contemplated by the Plan, which will govern the Stock and your rights to the Stock, notwithstanding any other provision in this Agreement. The Stock shall be restricted and subject to forfeiture to the Company if your rights to the restricted Stock do not vest under the award agreement. Your rights to the Stock will vest with respect to 50% of the Stock on the one year anniversary of your date of hire, and will vest with respect to the balance on the two year anniversary of your date of hire, subject in both cases to your continued service with the Company on such anniversary date.

 

  d. You will be reviewed by the Board, not less than annually, and in connection with such review, will be eligible for a discretionary cash performance bonus each year targeted at between 0% to 100% of your then-current annual base salary, based on defined targets determined by the Board. You shall also be considered for additional grants of restricted stock and options in the Board’s sole discretion. You acknowledge that the Company is not obligated to award you any cash or equity bonus in any year.

You agree that if any payment of compensation paid to you by the Company or any affiliate, whether under this Agreement or otherwise, results in income or wages to you for federal, state, local or foreign income, employment or other tax purposes with respect to which the Company or any affiliate has a withholding obligation, the Company and its affiliates are authorized to withhold from such payment and any other cash, stock, property or other remuneration then or thereafter payable to you in any capacity any tax required to be withheld by reason of such income or wages.

4. EMPLOYEE BENEFITS

 

  a. You shall be eligible to participate in the employee benefit plans, programs and policies maintained by the Company for similarly situated employees in accordance with the terms and conditions of such plans, programs, and policies as in effect from time to time.

 

  b. In accordance with and subject to the terms of the Company’s expense reimbursement policy, the Company shall pay or reimburse you for reasonable expenses actually incurred or paid by you in the performance of your services hereunder upon the presentation of expense statements or vouchers or such other appropriate supporting information as the Company may reasonably require of you. To the extent that a reimbursement amount is subject to section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the rules and regulations issued thereunder by the Department of Treasury and the Internal Revenue Service (“Section 409A”) the Company will pay you the reimbursement amount due, if any, in any event before the last day of your taxable year following the taxable year in which the expense was incurred. Your rights to any reimbursements are not subject to liquidation or exchange for another benefit. The amount of expense reimbursements for which you are eligible during any taxable year will not affect the amount of any expense reimbursements for which you are eligible in any other taxable year.

Mr. Babatunde Omidele

Page 3 of 8

 

  c. You will be entitled to up to four weeks of paid vacation per annum (pro-rated for partial years of service) in addition to the normal statutory holidays, provided, however, that vacation is to be taken at such times and intervals as may be agreed by the Company having regard to your workload and needs of the Company.

 

  d. You shall be entitled to the benefit of the indemnification provisions contained in the bylaws of the Company, as the same may be amended.

5. CONFIDENTIALITY . You acknowledge that, in order for the intents and purposes of this Agreement to be accomplished, you will necessarily be obtaining access to certain confidential information concerning the Company and its affairs, including, but not limited to business methods, information systems, financial data and strategic plans which are unique assets of the Company (“Confidential Information”). In accepting this offer, you covenant not to, either directly or indirectly, in any manner, utilize or disclose to any person, firm, corporation, association or other entity any Confidential Information. The obligations set forth in this paragraph shall survive any termination of this Agreement and your employment relationship with the Company.

6. NON-COMPETE; NON-SOLICIT . During the period of your employment with the Company and thereafter during the one-year period which starts on the date of the termination of your employment with the Company (the “Restricted Period”), you covenant and agree that, in connection with the business operations and prospective interests of the Company on the date of your termination as an employee of the Company, you shall not, directly or indirectly, own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any businesses in competition with the Company or materially adverse to the Company (unless the Board shall have authorized such activity and the Company shall have consented thereto in writing). Investments in less than 5% of the outstanding securities of any class of the Company subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, shall not be prohibited by this section. For purposes of this Section 6, the term “ Company ” shall include the Company and any of its affiliates or subsidiaries or any company in which it is a minority shareholder or a joint venture partner. For purposes of this Section, the term “businesses” shall mean any enterprise, commercial venture, or project involving petroleum exploration, development, or production activities in the same geographic areas as the Company’s activities during the period of your employment. Further, during the period of your employment with the Company and thereafter during the Restricted Period, you covenant and agree that you will not directly or indirectly through another entity induce or otherwise attempt to influence any employee of the Company to leave the Company’s employment or in any way interfere with the relationship between the Company and any employee thereof. Further, you will not induce or attempt to induce any customer, supplier, licensee, joint venture partner, shareholder, licensor or other business relation of the Company to cease doing business with the Company or in any way interfere with the relationship between any such customer, supplier, licensee, joint venture partner, shareholder, licensor or business relation of the Company.

If (i) pursuant to the arbitration process described in Section 14 of this Agreement (or such other process as to which the Company and you may agree upon in writing), it is determined that you have violated the provisions of this Section, and (ii) you have received a payment and/or entitled to future payments from the Company pursuant to Section 9 of this Agreement (the aggregate amount paid and payable to you thereunder is referred to as the “Aggregate Severance Amount”), then, in addition to any other remedies that the Company may have, you shall be obligated, and hereby agree, to pay the Company, as liquidated damages, all or such other portion of the Aggregate Severance Amount as the Board, in its sole discretion, shall determine.

Mr. Babatunde Omidele

Page 4 of 8

 

7. CONFLICTS OF INTEREST; COMPLIANCE WITH LAW. You covenant and agree that you will not receive and have not received any payments, gifts or promises and you will not engage in any employment or business enterprises that in any way conflict with your service and the interests of the Company or its affiliates. In addition, you agree to comply with the laws or regulations of any country, including, without limitation, the United States of America, having jurisdiction over you, the Company or any of the Company’s subsidiaries. Further, you shall not make any payments, loans, gifts or promises or offers of payments, loans or gifts, directly or indirectly, to or for the use or benefit of any official or employee of any government or to any other person if you know, or have reason to believe, that any part of such payments, loans or gifts, or promise or offer, would violate the laws or regulations of any country, including, without limitation, the United States of America, having jurisdiction over you, the Company or any of the Company’s subsidiaries. By signing this Agreement, you acknowledge that you have not made and will not make any payments, loans, gifts, promises of payments, loans or gifts to or for the use or benefit of any official or employee of any government or to any other person which would violate the laws or regulations of any country, including, without limitation, the United States of America, having jurisdiction over you, the Company or any of the Company’s subsidiaries.

8. AT-WILL EMPLOYMENT. You should understand that your employment with the Company may be terminated by you or the Company at any time and for any reason. No provision of this Agreement or any other agreement with the Company shall be construed to create a promise of employment for any specific period of time. This Agreement supersedes in its entirety any and all prior agreements and understandings concerning your employment relationship with the Company, whether written or oral.

9. TERMINATION.

 

  a.

With or without cause, you and the Company may each terminate this Agreement at any time after thirty (30) days advance written notice, and the Company will be obligated to pay you the compensation and expenses due up to the date of your Separation from Service. Notwithstanding the foregoing sentence, the Company will pay to you an amount equal to the Base Salary plus target annual bonus as determined by the Board for the year in which Separation from Service occurs (the “Separation Payment”) if you incur a Separation from Service by the Company without “Cause” and shall also provide the benefits described in Section 9.b. below, and immediately accelerate by twelve (12) months the vesting of all outstanding Company restricted stock and options exercisable for Company Stock then held by you, with all vested Company options held by you (including accelerated options) remaining exercisable for a period of twelve (12) months following your date of Separation from Service, in exchange for a full and complete release of claims against the Company, its affiliates, officers and directors in a form reasonably acceptable to the Company (the “Release”). For purposes of this provision, “Cause” means your (i) conviction of, or plea of nolo contendere to, a felony or any other crime involving moral turpitude; (ii) fraud on or misappropriation of any funds or property of the Company or any of its affiliates, customers or vendors; (iii) willful violation of any applicable law, rule or regulation (other than minor traffic violations or similar offenses), or breach of fiduciary duty; (iv) willful failure to perform your responsibilities in the best interests of the Company or any of its affiliates; (v) illegal use or distribution of drugs; (vi) material violation of any rule, regulation, procedure or policy of the Company or any of its affiliates; or (vii) material breach of any provision of this Agreement or any other employment, non-disclosure, non-competition, non-solicitation or other similar agreement executed by you for

Mr. Babatunde Omidele

Page 5 of 8

 

  the benefit of the Company or any of its affiliates, all as determined by the Board or the Company’s affiliate (as the case may be), which determination will be conclusive. The Separation Payment is intended to qualify as separation pay due to involuntary Separation from Service under Treasury Regulation §1.409A-1(b)(9)(iii). To the extent the Separation Payment, or any portion thereof, so qualifies or is otherwise exempt from the requirements of Section 409A, such amount shall be paid in 12 equal monthly installments on the last day of the first 12 months following the month of your Separation from Service. If all or any portion of the Separation Payment does not qualify as separation pay due to involuntary Separation from Service under Treasury Regulation §1.409A-1(b)(9)(iii) and is not otherwise exempt from the requirements of Section 409A such amount shall be paid as follows: (a) if you are not a Specified Employee, such amount shall be paid in 12 equal monthly installments on the last day of the first 12 months following the month of your Separation from Service or (b) if you are a Specified Employee, such amount shall be paid in 6 monthly installments beginning the date that is six months following the date of your Separation from Service (and the first payment shall include all amounts that would have been paid to you earlier under this section had you not been a Specified Employee). For purposes of this Agreement, the terms “ Separation from Service ” and “ Specified Employee ” have the meanings ascribed to those terms in Section 409A.

 

  b. If (i) your employment with the Company is terminated by the Company without “Cause” as described in Section 9(a), (ii) you are an active participant in the Company’s group medical plan (the “Group Medical Plan”) on the date of your employment terminates, and (iii) you timely elect to continue that Group Medical Plan coverage under section 4980B of the Code (“COBRA Continuation Coverage”) the Company will reimburse you, the excess, if any, of the amount you pay to the Company for such COBRA Continuation Coverage for up to the first 12 months you maintain such COBRA Continuation Coverage, above the amount of the applicable premium that you would have paid for comparable coverage during such 12 month period if you had remained an employee of the Company during such 12 month period. Any reimbursements by the Company to you required under this Section 9.b shall be made on the last day of each month you pay the amount required by this Section 9.b to the Company for such COBRA Continuation Coverage, for up to the first 12 months of COBRA Continuation Coverage. If you are a Specified Employee and the benefits specified in this Section 9.b are taxable to you and not otherwise exempt from Section 409A, the following provisions shall apply to the reimbursement or provision of such benefits. Any amounts to which you would otherwise be entitled under this Section 9.b during the first six months following the date of your Separation from Service shall be accumulated and paid to you on the date that is six months following the date of your Separation from Service. Except for any reimbursements under the applicable group health plan that are subject to a limitation on reimbursements during a specified period, the amount of expenses eligible for reimbursement under this Section 9.b, or in-kind benefits provided, during your taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of yours. Any reimbursement of an expense described in this Section 9.b shall be made on or before the last day of your taxable year following your taxable year in which the expense was incurred. Your right to reimbursement or in-kind benefits pursuant to this Section 9.b shall not be subject to liquidation or exchange for another benefit. Subject to your Group Medical Plan COBRA Coverage Continuation rights under section 4980B of the Code, the benefits listed in this Section 9.b shall be reduced to the extent benefits of the same type are received by you, your spouse or any eligible dependent from any other person during such period, and provided, further, that you shall have the obligation to notify the Company that you or they are receiving such benefits.

Mr. Babatunde Omidele

Page 6 of 8

 

  c. Notwithstanding any provision in this Agreement to the contrary, if you have not delivered to the Company an executed Release on or before the fiftieth (50th) day after the date of your Separation from Service, you shall forfeit all of the payments and benefits described in this Section 9.

10. EFFECT OF WAIVER . The waiver by either party of the breach of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof.

11. NOTICE . Any and all notices referred to herein will be sufficient if furnished in writing at the addresses specified on the signature page hereto or, if to the Company, to the Company’s address as specified in filings made by the Company with the U.S. Securities and Exchange Commission.

12. GOVERNING LAW . This Agreement will be interpreted in accordance with, and the rights of the parties hereto will be determined by, the laws of the State of Texas without reference to that state’s conflicts of laws principles.

13. ASSIGNMENT . The rights and benefits of the Company under this Agreement will be transferable, and all the covenants and agreements hereunder shall inure to the benefit of, and be enforceable by or against, its successors and assigns. Your duties and obligations under this Agreement are personal and therefore you may not assign any right or duty under this Agreement without the prior written consent of the Company.

14. ARBITRATION AND GOVERNING LAW. ANY UNRESOLVED DISPUTE OR CONTROVERSY BETWEEN YOU AND THE COMPANY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE SETTLED EXCLUSIVELY BY ARBITRATION, CONDUCTED IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION THEN IN EFFECT. THE PARTIES SHALL EQUALLY DIVIDE AND PAY THE ADMINISTRATIVE COSTS OF ANY ARBITRATION UNDER THIS AGREEMENT, INCLUDING THE ARBITRATOR’S FEES. THE ARBITRATOR SHALL NOT HAVE THE AUTHORITY TO ADD TO, DETRACT FROM, OR MODIFY ANY PROVISION HEREOF. THE ARBITRATOR SHALL HAVE THE AUTHORITY TO ORDER REMEDIES WHICH YOU COULD OBTAIN IN A COURT OF COMPETENT JURISDICTION. A DECISION BY THE ARBITRATOR SHALL BE IN WRITING AND WILL BE FINAL AND BINDING. JUDGMENT MAY BE ENTERED ON THE ARBITRATOR’S AWARD IN ANY COURT HAVING JURISDICTION. THE ARBITRATION PROCEEDING SHALL BE HELD IN HOUSTON, TEXAS, UNITED STATES OF AMERICA. NOTWITHSTANDING THE FOREGOING, THE COMPANY SHALL BE ENTITLED TO SEEK INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM ANY COURT OF COMPETENT JURISDICTION, WITHOUT THE NEED TO RESORT TO ARBITRATION IN THE EVENT THAT YOU VIOLATE SECTIONS 5, 6 OR 7 OF THIS AGREEMENT. THIS AGREEMENT SHALL IN ALL RESPECTS BE CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF TEXAS.

15. MISCELLANEOUS . If any provision of this Agreement will be declared invalid or illegal, for any reason whatsoever, then, notwithstanding such invalidity or illegality, the remaining terms and provisions of the this Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein.

16. ARTICLE HEADINGS . The article headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Mr. Babatunde Omidele

Page 7 of 8

 

17. COUNTERPARTS . This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.

18. ENTIRE AGREEMENT . Except as provided elsewhere herein, this Agreement sets forth the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party to this Agreement with respect to such subject matter.

[Remainder of Page Left Blank Intentionally]

Mr. Babatunde Omidele

Page 8 of 8

 

If you are in agreement with the terms set forth herein, please sign below. The offer set forth herein is in effect until the close of business at our Houston, Texas office on September 1, 2011.

 

Yours truly,
CAMAC ENERGY INC.
By:  

/s/ Dr. Kase Lukman Lawal

Dr. Kase Lukman Lawal
Chief Executive Officer

Agreed and accepted this 1st day of September, 2011

 

/s/ Babatunde Omidele

(Signature)

Babatunde Omidele

(Print Name)

Signature Page to Offer Letter

Exhibit 99.1

LOGO

CAMAC Energy Announces Appointment of Nicolas J. Evanoff and Babatunde Omidele to Senior Management Positions

HOUSTON, TEXAS – September 7, 2011 – CAMAC Energy Inc . (NYSE Amex: CAK), a U.S.-based energy company engaged in the exploration, development and production of oil and gas, today announced the appointments of Nicolas J. Evanoff as Senior Vice President, General Counsel and Secretary, and Babatunde (“Segun”) Omidele as Senior Vice President, Business Development and New Ventures.

Mr. Evanoff served as Senior Vice President, General Counsel and Secretary of Frontera Resources Corporation (“Frontera”), an independent oil and gas exploration and production company, from September 2007 until joining CAMAC Energy. Prior to joining Frontera, he served as Vice President, General Counsel and Secretary of Transmeridian Exploration Incorporated, an independent oil and gas exploration and production company, from 2005 to September 2007. From 1997 to 2004, he held senior legal and executive positions with two international drilling contractors, Pride International Inc., where he was Vice President-Corporate & Governmental Affairs, and Transocean Ltd., where he was Associate General Counsel and General Counsel, Asia & Middle East. Mr. Evanoff holds a B.S. in Chemical Engineering from Texas A&M University, a J.D. from the University of Houston Law Center, and studied law at the University of Kiel in Germany under a Fulbright Grant. He is a past member of the board of directors of the Houston World Affairs Council. Mr. Evanoff joined CAMAC Energy effective September 7, 2011.

Mr. Omidele joins CAMAC Energy having previously served as Senior Vice President, Exploration and Production, for CAMAC International Corporation (“CIC”) since October 2008, and Managing Director of its affiliate, Allied Energy Plc (Nigeria) (“Allied”) since February 2009. Mr. Omidele continues to serve on the Board of Directors of Allied (since February 2009), and on the Board of Directors of Brass Exploration Unlimited, an affiliate of CIC (since February 2011). Prior to joining CIC and Allied, Mr. Omidele worked for 28 years with Shell companies in Nigeria, the United Kingdom, and the United States, serving in various positions, including as Regional Resource Volume Manager (Africa), Team Lead- Deepwater Integrated Projects, Subsurface Coordinator – Deepwater Integrated Projects, Senior Staff Reservoir & Production Engineer, and Senior Petroleum Engineer. Mr. Omidele holds a bachelor’s degree in Petroleum Engineering from the University of Ibadan, Nigeria, and a master’s degree in Petroleum Engineering from the University of Houston. Mr. Omidele joined CAMAC Energy effective September 1, 2011.

Dr. Kase Lukman Lawal, Chief Executive Officer, Chairman and Director of CAMAC, commented, “We are very pleased to broaden CAMAC Energy’s management team with the additions of Mr. Evanoff and Mr. Omidele. Both of these individuals bring relevant industry experience and specific skills sets that will strengthen the Company’s ability to execute on its significant growth opportunities.”

About CAMAC Energy Inc.

CAMAC Energy Inc. (NYSE Amex: CAK) is a U.S.-based energy company engaged in the exploration, development and production of oil and gas. The Company currently has operations in Nigeria and, through its Pacific Asia Petroleum subsidiaries, in China. The Company’s principal assets include interests in OML 120 and OML 121, offshore oil leases in deepwater Nigeria that started production from the Oyo Oilfield in December 2009, and a 100% interest in the Zijinshan Block gas asset located in the Shanxi Province, China. The Company was founded in 2005 and has offices in Houston, Texas, Beijing, China, and Lagos, Nigeria.

Investor Relations Contact:

ICR

(832) 209-1419

IR@camacenergy.com