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 OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 20, 2018, the Compensation Committee of the Board of Directors of Sunoco GP LLC (the “Company”), the general partner of Sunoco LP (the “Partnership”), was advised that S. Blake Heinemann, Senior Vice President and Chief Sales Officer of the Company intends to retire from the Company effective as of April 1, 2019.
Heinemann Agreements
In connection with Mr. Heinemann’s retirement, Mr. Heinemann and the Partnership intend to enter into a Separation and Restrictive Covenant Agreement and Full Release of Claims (the “Separation Agreement”) and a Consulting Agreement (the “Consulting Agreement”). The Separation Agreement will become effective after execution and the expiration of a seven (7)day revocation period. The Separation Agreement will provide for the following:
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A twenty (20) month non-compete/non-solicitation covenant in favor of the Company and its affiliates (the “Restrictive Covenant”) |
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A severance payment to Mr. Heinemann of total gross amount of $294,201.58, less all required government payroll deductions and withholdings, which is an amount equal to forty-four (44)weeks of Mr. Heinemann’s 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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The acceleration and vesting of 38,276 restricted phantom units previously granted under the Sunoco LP 2012 Long-Term Incentive Plan (the “Restrictive Covenant Units”). The Restrictive Covenant Units represent consideration of Mr. Heinemann’s compliance with the Restrictive Covenant; |
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Payment of the full cost of Mr. Heinemann’s premium for continued health insurance coverage under the Company’s health insurance plan and the Consolidated Omnibus Budget Reconciliation Act (COBRA)for a period of eight (8)months; |
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A standard release of claims in favor of the Company, its parent entities, specifically including Energy Transfer, 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; |
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A mutual non-disparagement clause; and |
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A confirmation and acknowledgement by Mr. Heinemann of his obligations with respect to proprietary and confidential information. |
The Consulting Agreement, which will become effective on April 2, 2019 and continues until March 31, 2020 (the “Consulting Term”), provides that Mr. Heinemann shall be available to provide consulting and advisory duties to the Partnership as requested by the Partnership’s President and Chief Executive Officer. 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 Separation Agreement, at the conclusion of the Consulting Term, 10,000 Partnership restricted phantom units previously granted to Mr.Heinemann will accelerate and vest (the “Consulting Units”). As an independent contractor, Mr.Heinemann 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.Heinemann will not be entitled to receive any compensation or other benefits for any period after such termination and the Consulting Units would be pro-rated for the portion of the 365 days the Consulting Agreement was in effect. The Consulting Agreement may also be terminated by mutual agreement between the Partnership and Mr.Heinemann without cause. If the Partnership terminates the Consulting Agreement without cause, it will be required to pay Mr. Heinemann the Consulting Units as if he had completed the Consulting Term.
The foregoing summary of the Separation Agreement and the Consulting 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 and Exhibit 10.2 hereto, and are incorporated herein by reference.
Item 5.02. Financial Statements and Exhibits.
(d) Exhibits.
Sunoco LP ExhibitEX-10.1 2 ex-101xsunxseparationagree.htm EXHIBIT 10.1 Exhibit Exhibit 10.1EXECUTION VERSION SEPARATION AND RESTRICTED COVENANT AGREEMENTAND FULL RELEASE OF CLAIMSThis Separation and Restricted Covenant Agreement and Full Release of Claims (the “Agreement”) is by and between Sunoco LP and its subsidiaries and affiliates (“SUN” or “Employer”) and S. Blake Heinemann (“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.
