SUNOCO LP (NYSE:SUN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Directors; Compensatory
Arrangements of Certain Officers.
Departure of Officers
On June 22, 2017, Robert W. Owens, President and Chief Executive
Officer of Sunoco GP LLC (the Company), the general partner of
Sunoco LP (the Partnership), advised the Board of Directors (the
Board) of the Company of his intent to retire from the Company
effective as of December 31, 2017. Additionally, on June 22,
2017, the Company announced that Cynthia A. Archer, Executive
Vice President – Chief Marketing Officer of the Company, would
also be retiring, effective as of December 31, 2017, in
connection with the Partnerships planned divesture of its
company-operated retail fuel outlets in the continental United
States.
In connection with Mr.Owens decision to retire as of December31,
2017, as described more fully below, the Board determined to
realign leadership responsibilities for the Company and appointed
Mr.Joseph Kim as President and Chief Operating Officer effective
as of June22, 2017. Mr.Owens will continue to serve as Chief
Executive Officer of the Company and as a member of the Board.
Owens Agreements
In connection with Mr.Owens retirement, Mr.Owens and the
Partnership intend to enter into a Separation and Restrictive
Covenant Agreement and Full Release of Claims (the Owens
Separation Agreement) and a Consulting Agreement (the
Consulting Agreement). The Owens Separation Agreement
will become effective after execution and the expiration of a
seven (7)day revocation period. The Owens Separation Agreement
will provide for the following:
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A two (2)year non-compete / non-solicit / non- hire covenant in favor of the Company and its affiliates (the Restrictive Covenant); |
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A severance payment to Mr.Owens of a lump sum total gross amount of $636,480.00, less all required government payroll deductions and withholdings, which is an amount equal to twelve (12)months of Mr.Owens base salary; |
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An additional lump sum payment to Mr.Owens of up to $795,600.00, less all required government payroll deductions and withholding, which is an amount equal to Mr.Owens target bonus award for 2017 under the Energy Transfer Partners, L.L.C. Annual Bonus Plan (the Bonus Equivalent Payment). The Bonus Equivalent Payment will be adjusted to reflect actual trending performance against stated performance goals and objectives as of December31, 2017; |
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Within ten (10)days after the effective date of the Owens Separation Agreement, the acceleration and vesting of 91,540 restricted phantom units previously granted under the Sunoco LP 2012 Long-Term Incentive Plan (the SUN LTIP) and the acceleration and vesting of 6,000 restricted units previously granted under the Second Amended and Restated Energy Transfer Partners L.P. Long Term Incentive Plan (the ETP LTIP); |
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On January1, 2019, the acceleration and vesting of an additional 45,770 restricted phantom units previously granted under the SUN LTIP and an additional 6,000 restricted units previously granted under the ETP LTIP; |
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On January1, 2020, the acceleration and vesting of an additional 45,770 restricted phantom units previously granted under the SUN LTIP (collectively all of the accelerated units shall be referred to as, the Restrictive Covenant Units). The Restrictive Covenant Units represent consideration of Mr.Owens compliance with the Restrictive Covenant, and the acceleration and vesting of each tranche of the Restrictive Covenant Units is expressly conditioned on Mr.Owens compliance with all terms of the Separation Agreement; provided, however, that in the event of a change in control of the Company other than to an affiliate of Energy Transfer Equity, L.P. or if common units of the Partnership are no longer publicly traded, any unvested Restrictive Covenant Units shall accelerate and vest within ten (10)business days of the change in control or delisting event; |
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Payment of the full cost of Mr.Owens premium for continued health insurance coverage under the Companys health insurance plan and the Consolidated Omnibus Budget Reconciliation Act (COBRA)for a period of twelve (12)months; |
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A standard release of claims in favor of the Company, its parent entities, specifically including Energy Transfer Equity, L.P., and their respective past and present subsidiaries, affiliates, partners, directors, officers, owners, shareholders, employees, benefit plans, benefit plan fiduciaries, predecessors, joint employers, successor employers and agents; |
| A mutual non-disparagement clause; |
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A confirmation and acknowledgement by Mr.Owens of his obligations with respect to proprietary and confidential information; |
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Reimbursement of reasonable relocation expenses from Dallas, Texas to a location of Mr.Owens choosing, prior to December31, 2018; and |
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A (24)twenty-four month cooperation clause to become effective following the Consulting Term (as defined below). |
The Consulting Agreement, which will become effective on
January1, 2018 and continues until December31, 2019 (the
Consulting Term), provides that Mr.Owens shall provide
consulting and advisory duties to the Partnership as requested by
the Chairman of the Board of the Company. to the terms of the
Consulting Agreement, in exchange for providing consulting and
advisory services to the Partnership and complying with the terms
of the Consulting Agreement, including certain non-competition
and non-solicitation covenants incorporated by reference in the
Owens Separation Agreement, Mr.Owens will receive a total of
$700,000, paid as follows: (i)$500,000, paid monthly in arrears,
for the 2018 fiscal year and; and (ii)$200,000, paid monthly in
arrears, for the 2019 fiscal year (the Consulting Fee).
As an independent contractor, Mr.Owens will not be entitled to
participate in or receive any benefit or right as a Company
employee under the employee benefit plans of the Company.
to the terms of the Consulting Agreement, the Partnership may
terminate the Consulting Agreement for cause, in which event
Mr.Owens will not be entitled to receive any compensation or
other benefits for any period after such termination. The
Consulting Agreement may also be terminated by mutual agreement
between the Partnership and Mr.Owens without cause. If the
Partnership terminates the Consulting Agreement without cause, it
will be required to pay Mr.Owens the Consulting Fee for the
remainder of the Consulting Term.
Archer Agreement
In connection with Ms.Archers transition, Ms.Archer and the
Partnership intend to enter into a Separation Agreement and Full
Release of Claims (the Archer Separation Agreement). The
Archer Separation Agreement will become effective after execution
and the expiration of a seven (7)day revocation period. The
Archer Separation Agreement provides for the following:
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A severance payment to Ms.Archer of total gross amount of $367,200.00, less all required government payroll deductions and withholdings, which is an amount equal to fifty-two (52)weeks of Ms.Archers base salary. The severance payment shall be made over bi-weekly pay periods beginning with the pay period after the effective date of the agreement; |
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An additional Bonus Equivalent Payment to Ms.Archer in a lump sum of up to $293,760.00, less all required government payroll deductions and withholding, which is an amount equal to Ms.Archers target bonus award for 2017 under the Energy Transfer Partners, L.L.C. Annual Bonus Plan. The Bonus Equivalent Payment will be adjusted to reflect actual trending performance against stated performance goals and objectives as of December31, 2017; |
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The acceleration and vesting of 31,064 restricted phantom units previously granted under the Sunoco LP 2012 Long-Term Incentive Plan (the SUN LTIP) and the acceleration and vesting of 2,100 restricted units previously granted under the Amended and Restated Energy Transfer Partners L.P. Long Term Incentive Plan (the ETP LTIP). |
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Payment of the full cost of Ms.Archers premium for continued health insurance coverage under the Companys health insurance plan and the Consolidated Omnibus Budget Reconciliation Act (COBRA)for a period of six (6)months; |
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A standard release of claims in favor of the Company, its parent entities, specifically including Energy Transfer Equity, L.P., and their respective past and present subsidiaries, affiliates, partners, directors, officers, owners, shareholders, employees, benefit plans, benefit plan fiduciaries, predecessors, joint employers, successor employers and agents; |
| A mutual non-disparagement clause; |
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A confirmation and acknowledgement by Ms.Archer of her obligations with respect to proprietary and confidential information; and |
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A year (1)year non-compete/non-solicitation covenant in favor of the Company and its affiliates. |
The foregoing summary of the Owens Separation Agreement, the
Consulting Agreement and the Archer Separation Agreement in this
Current Report do not purport to be complete and are qualified in
their entirety by reference to the full text of the forms of the
agreements, which are filed as Exhibit 10.1, Exhibit 10.2 and
Exhibit 10.3 hereto, and are incorporated herein by reference.
Appointment of Officer
On June22, 2017, the Board appointed Joseph Kim as President and
Chief Operating Officer of the Company. Mr.Kim, 46, previously
served as Executive Vice President Chief Development Officer of
the Company since October 2015. Prior to joining Sunoco LP in
October 2015, Mr.Kim held various executive positions, including
Chief Operating Officer for Pizza Hut and Senior Vice
PresidentRetail Strategy and Growth for Valero Energy. Prior to
his 18 years with Pizza Hut and Valero, Mr.Kim worked for Arthur
Anderson within both the Audit and Consulting business units. He
is a graduate of Trinity University with a bachelors degree in
Business Administration.
There are no arrangements or understandings with any other person
to which Mr.Kim was appointed as President and Chief Operating
Officer of the Company, there are no family relationships between
Mr.Kim and any of the Companys directors or executive officers,
and Mr.Kim has no reportable transactions under Item404(a) of
Regulation S-K.
Item7.01 Regulation FD Disclosure.
On June22, 2017, the Partnership issued a press release in
connection with the leadership transition described above, a copy
of which is furnished as Exhibit 99.1 to this Current Report.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
| ExhibitNumber | Description | |
| 10.1 | Form of Owens Separation Agreement. | |
| 10.2 | Form of Owens Consulting Agreement. | |
| 10.3 | Form of Archer Separation Agreement. | |
| 99.1 | Press Release dated June 22, 2017. |
Sunoco LP ExhibitEX-10.1 2 d416577dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 SEPARATION AND RESTRICTIVE COVENANT AGREEMENT AND FULL RELEASE OF CLAIMS This Separation and Restrictive Covenant Agreement and Full Release of Claims (the “Agreement”) is by and between Sunoco LP and its and their subsidiaries and affiliates (“SUN” or “Employer”) and Robert W. Owens (“Employee”). WHEREAS,…To view the full exhibit click here About SUNOCO LP (NYSE:SUN)
Sunoco LP, formerly Susser Petroleum Partners LP, is engaged in the retail sale of motor fuels and merchandise through the Company-operated convenience stores and retail fuel sites, as well as the wholesale distribution of motor fuels to convenience stores, independent dealers, commercial customers and distributors. The Company operates through two segments: wholesale and retail. The Wholesale operations segment sells motor fuel to its retail segment and external customers. The Retail operations segment operates convenience stores selling a range of merchandise, food items, services and motor fuel. It operates over 900 convenience stores and fuel outlets in over eight states. It distributes over 7.6 billion gallons of motor fuel through its convenience stores and consignment locations, contracted independent convenience store operators, and other commercial customers. Its retail convenience stores operate under brands, including Stripes and Aloha Island Mart.
