Par Pacific Holdings, Inc. (OTCMKTS:DPTRQ) 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
On February 28, 2017, the Board of Directors (the Board) of Par
Pacific Holdings, Inc. (the Company), upon the recommendation of
the Compensation Committee, approved the adoption of the Par
Pacific Holdings, Inc. Non-Qualified Deferred Compensation Plan
(the Deferred Compensation Plan) and the Par Pacific Holdings,
Inc. Severance Plan for Senior Officers (the Severance Plan). The
effective date of the Deferred Compensation Plan and the
Severance Plan is March 7, 2017. The following description of the
Deferred Compensation Plan and the Severance Plan does not
purport to be complete and is qualified in its entirety by
Exhibits 10.1, and 10.2, respectively.
Pacific Holdings, Inc. (the Company), upon the recommendation of
the Compensation Committee, approved the adoption of the Par
Pacific Holdings, Inc. Non-Qualified Deferred Compensation Plan
(the Deferred Compensation Plan) and the Par Pacific Holdings,
Inc. Severance Plan for Senior Officers (the Severance Plan). The
effective date of the Deferred Compensation Plan and the
Severance Plan is March 7, 2017. The following description of the
Deferred Compensation Plan and the Severance Plan does not
purport to be complete and is qualified in its entirety by
Exhibits 10.1, and 10.2, respectively.
The Deferred Compensation Plan is intended to be a nonqualified
deferred compensation plan that complies with the provisions of
Section 409A of the Internal Revenue Code (the Code). The
Deferred Compensation Plan provides a select group of senior
management employees and directors who are not employees of the
Company with the opportunity to defer the receipt of certain cash
compensation. The obligations of the Company under the Deferred
Compensation Plan will be general unsecured obligations of the
Company to pay deferred compensation in the future to eligible
participants in accordance with the terms of the Deferred
Compensation Plan from the general assets of the Company.
deferred compensation plan that complies with the provisions of
Section 409A of the Internal Revenue Code (the Code). The
Deferred Compensation Plan provides a select group of senior
management employees and directors who are not employees of the
Company with the opportunity to defer the receipt of certain cash
compensation. The obligations of the Company under the Deferred
Compensation Plan will be general unsecured obligations of the
Company to pay deferred compensation in the future to eligible
participants in accordance with the terms of the Deferred
Compensation Plan from the general assets of the Company.
Each participant may elect to defer under the Deferred
Compensation Plan a portion of his or her cash compensation that
may otherwise be payable in a calendar year. A participants
compensation deferrals are credited to the participants
bookkeeping account maintained under the Deferred Compensation
Plan. With certain exceptions, deferred compensation obligations
will be paid upon: (1) a fixed payment date, as elected by a
participant; (2) a participants separation from service with the
Company; (3) the date of the participants death; or (4) the date
on which a change in control occurs, as defined by the Deferred
Compensation Plan. Payments under the Deferred Compensation Plan
shall be made in the form of a cash lump sum.
Compensation Plan a portion of his or her cash compensation that
may otherwise be payable in a calendar year. A participants
compensation deferrals are credited to the participants
bookkeeping account maintained under the Deferred Compensation
Plan. With certain exceptions, deferred compensation obligations
will be paid upon: (1) a fixed payment date, as elected by a
participant; (2) a participants separation from service with the
Company; (3) the date of the participants death; or (4) the date
on which a change in control occurs, as defined by the Deferred
Compensation Plan. Payments under the Deferred Compensation Plan
shall be made in the form of a cash lump sum.
The Severance Plan is designed to provide certain severance
benefits to certain specified executive officers of the Company.
Such severance benefits are generally available if such executive
is discharged without cause or the executive submits a
resignation for a good reason, as defined in the Severance Plan
(each, a Qualifying Termination). In the event of a Qualifying
Termination and subject to the executives execution of a general
release of liability against the Company, the Severance Plan
provides the following payments and benefits to the executive
officer:
benefits to certain specified executive officers of the Company.
Such severance benefits are generally available if such executive
is discharged without cause or the executive submits a
resignation for a good reason, as defined in the Severance Plan
(each, a Qualifying Termination). In the event of a Qualifying
Termination and subject to the executives execution of a general
release of liability against the Company, the Severance Plan
provides the following payments and benefits to the executive
officer:
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Payment of one (1) years base annual compensation at the
time of the executives discharge for a Qualifying Termination; and |
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Payment of the average annual bonus paid to the executive
over the three years prior to the executives discharge for a Qualifying Termination |
In addition, in the event of a Qualifying Termination during the
24-month period following a change in control, as defined in the
Severance Plan, and subject to the applicable participants
execution of a general release of liability against the Company,
the Severance Plan provides the following payments and benefits
to such executive officers instead of the payments set forth
above:
24-month period following a change in control, as defined in the
Severance Plan, and subject to the applicable participants
execution of a general release of liability against the Company,
the Severance Plan provides the following payments and benefits
to such executive officers instead of the payments set forth
above:
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Payment of twenty-four (24) months of base annual
compensation in effect at the time of such executives discharge for a Qualifying Termination in the case of the Chief Executive Officer of the Company, or eighteen (18) months of base annual compensation in effect at the time of such executives discharge for a Qualifying Termination in the case of any other executive; |
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Payment of the average annual bonus paid to the executive
over the three years prior to the executives discharge for a Qualifying Event; and |
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Accelerated vesting of the executives outstanding unvested
equity awards. |
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Item 9.01 Financial Statements and Exhibits.
10.1 Par Pacific Holdings, Inc. Non-Qualified Deferred
Compensation Plan
10.2 Par Pacific Holdings, Inc. Severance Plan for
Senior Officers |
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