Azure Midstream Partners, LP (NASDAQ:FISH) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(e) Retention Bonus
On January16, 2016, the Board of Directors (the Board) of Azure
Midstream Partners GP, LLC, a Delaware limited liability company
(the General Partner), acting upon the recommendation of the
Boards Compensation Committee and Conflicts Committee, adopted a
Key Employee Retention Bonus plan (the Retention Bonus Plan) on
behalf of Azure Midstream Partners, LP, a Delaware limited
partnership (the Partnership), that will include the
participation of Azure Midstream Energy LLC, a Delaware limited
liability company and affiliate of the General Partner (AME).
Terms of the Retention Bonus Plan are as follows:
The Retention Bonus Plan will replace the Partnerships existing
retention program, which the General Partner adopted on the
Partnerships behalf on September21, 2016 (the Legacy Plan), for
each Participant (as defined below) that enters into a Retention
Bonus Agreement (as defined below).
Certain key employees engaged by the General Partner, and who
provide services on behalf of the Partnership and AME (each, a
Participant), will receive a cash bonus payment (each, a
Amounts paid to the Retention Bonus Plan will offset any amounts
that the Partnership would otherwise owe Participants under the
Legacy Plan and/or the Partnerships severance policy.
The amount of Retention Bonus paid to each Participant will be
based on a percentage of such Participants current base salary.
The Partnership will pay 50% of the Retention Bonus (each such
amount paid to each Participant, the Partnership Retention Bonus)
to Participants on or about the date that such Participant enters
into a Key Employee Retention Bonus Agreement with the
Partnership and AME (each such agreement, a Retention Bonus
Agreement). AME will pay the remaining 50% of the Retention Bonus
in three equal installments, each equal to 12.5% of the Retention
Bonus amount (each such installment, an AME Installment), on each
of April1, 2017, October1, 2017, and January1, 2018.
Participants will be required repay to the Partnership any
Partnership Retention Bonus amounts received by such Participant
if prior to the earlier of (i)12 months following the payment
date of such Partnership Retention Bonus; (ii)confirmation of a
plan under chapter 11 of title 11 of the United States Code (the
Bankruptcy Code); and (iii)the filing of a conversion of any
chapter 11 case commenced by the Partnership to a case under
chapter 7 of the Bankruptcy Code, any such Participant
voluntarily terminates their employment, or such Participants
employment is terminated for Cause (as defined in the Retention
Participants will forfeit any rights to AME Installments not yet
received if, prior to the next scheduled AME Installment payment
date, such Participant voluntarily terminates their employment,
or such Participants employment is terminated for Cause (as
defined in the Retention Bonus Agreements).
Each of the named executive officers included in the below table
will receive Partnership Retention Bonuses from the Partnership
equal to the amount opposite such officers name in the column
titled Partnership Retention Bonus.
I. J. Chip Berthelot, President
Amanda Bush, CFO
David Garrett, Vice President Commercial
This summary of the Retention Bonus Plan is qualified by
reference to the terms of the form of Retention Bonus Agreement,
which is filed as Exhibit10.1 to this Report on Form8-K and
incorporated by reference herein
Item 9.01 Financial Statements and
Formof Retention Bonus Agreement to be entered into by
About Azure Midstream Partners, LP (NASDAQ:FISH)
Azure Midstream Partners, LP, formerly Marlin Midstream Partners, LP, develops, owns, operates and acquires midstream energy assets. Through its subsidiaries, Marlin Logistics, LLC (Marlin Logistics), Marlin Midstream, LLC (Marlin Midstream) and Azure ETG, LLC (Azure ETG), the Company is engaged in gathering, transporting, treating and processing natural gas, transloading crude oil and selling or delivering natural gas liquids (NGLs) to third parties. The Company operates through two segments: gathering and processing, and logistics. The Company’s gathering and processing segment provides natural gas gathering, compression, dehydration, treating, processing, and hydrocarbon dew-point control and transportation services to producers, marketers and third-party pipeline companies, and logistics business segment provides crude oil logistics services. Its transloaders are used to unload crude oil from tanker trucks and load crude oil into railcars. Azure Midstream Partners, LP (NASDAQ:FISH) Recent Trading Information
Azure Midstream Partners, LP (NASDAQ:FISH) closed its last trading session 00.00 at 16.53 with shares trading hands.