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
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Directors; Compensatory
Arrangements of Certain Officers.
of Sunoco LP (the Partnership), announced that Robert Bradley
Williams, Executive Vice President, Operations – West, has
accepted a Senior Vice President position with 7-Eleven, Inc.
(7-Eleven) effective upon the closing of the Partnerships
previously announced divestment of approximately 1,110
company-operated retail fuel outlets in 19 geographic regions,
together with ancillary businesses and related assets, including
the Laredo Taco Company (the Retail Divestment) to the Asset
Purchase Agreement, dated April 6, 2017, by and among the
Partnership, various Partnership subsidiaries and 7-Eleven and
its wholly owned subsidiary, SEI Fuel Services, Inc.
the Partnership entered into a Retention Agreement (the
Agreement) with Mr. Williams to retain Mr. Williams through the
closing of the Retail Divestment and to ensure a smooth
transition of the retail operations and the implementation of a
post-closing relationship between the Partnership and 7-Eleven.
The Agreement provides for the following:
Provided that Mr. Williams remains employed by the Company
until the completion of the Retail Divestiture and then
subsequently terminates his employment (the Initial
Retention Period), the acceleration and vesting of 15,000
restricted phantom units previously granted under the
Sunoco LP 2012 Long-Term Incentive Plan (the SUN LTIP) and
the acceleration and vesting of 2,400 restricted units
previously granted under the Amended and Restated Energy
Transfer Partners L.P. Long Term Incentive Plan (the ETP
LTIP), as soon as practicable after the expiration of the
Initial Retention Period; provided, further, that if the
Initial Retention Period ends prior to December 5, 2017,
the acceleration and vesting of 14,310 restricted phantom
units previously granted under the SUN LTIP and otherwise
scheduled to vest on December 5, 2017;
Provided that Mr. Williams remains employed by 7-Eleven for
a period of six months from his initial date of employment
with 7-Eleven (the 7-Eleven Retention Period), a waiver of
forfeiture and the acceleration and vesting of 10,000
restricted phantom units previously granted under the SUN
LTIP as soon as practicable after the expiration of the
7-Eleven Retention Period;
Provided that Mr. Williams satisfies the Initial Retention
Period, a payment of his 2017 annual cash bonus under the
Energy Transfer Partners, L.L.C. Annual Bonus Plan in a
lump sum gross amount equal to $263,466.40, less all
required government payroll deductions and withholdings,
which is an amount equal to Mr. Williams 2017 targeted
bonus amount; provided, further,>that if the Initial
Retention Period is satisfied after January 1, 2018, Mr.
Williams shall be entitled to a pro-rated cash bonus
amount, at target, for the portion of the 2018 calendar
year then completed; and
In exchange for the payment and benefits described above
and reflected in the Agreement, Mr. Williams, upon
termination of his employment with the Company in
connection with commencing employment with 7-Eleven, will
enter into a Separation Agreement and Full release of
Claims (the Separation Agreement). The Separation Agreement
will contain, among other things:
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; and
A confirmation and acknowledgement by Mr. Williams of his
obligations with respect to proprietary and confidential
information of the Company and the Partnership.
termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other
customary closing conditions. The Partnership continues to expect
the Retail Divestment to close prior to or during the fourth
quarter of 2017.
purport to be complete and is qualified in its entirety by
reference to the full text of the Agreement, which is filed as
Exhibit 10.1 hereto, and is incorporated herein by reference.
Retention Agreement dated June 9, 2017.
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.