West Marine, Inc. (NYSE:EPD) 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
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Amendment and Restatement of Executive Officer Severance Plan
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On December 19, 2016, the Compensation and Leadership Development
Committee (the “CLDC”) of the Board of Directors (the
“Board”) of West Marine, Inc. (the “Company”) adopted the
West Marine, Inc. Amended and Restated Executive Officer
Severance Plan (the “Severance Plan”). The Severance Plan was
modified following the CLDC’s annual review of the Company’s
compensation programs in order to ensure that the terms of the
Severance Plan more closely aligned with the terms of the
Company’s Omnibus Equity Incentive Plan, and that the severance
payments and benefits offered were competitive with industry
practices to attract and retain talented and experienced
executives.
Committee (the “CLDC”) of the Board of Directors (the
“Board”) of West Marine, Inc. (the “Company”) adopted the
West Marine, Inc. Amended and Restated Executive Officer
Severance Plan (the “Severance Plan”). The Severance Plan was
modified following the CLDC’s annual review of the Company’s
compensation programs in order to ensure that the terms of the
Severance Plan more closely aligned with the terms of the
Company’s Omnibus Equity Incentive Plan, and that the severance
payments and benefits offered were competitive with industry
practices to attract and retain talented and experienced
executives.
The Severance Plan, effective as of December 19, 2016, applies to
employees of the Company at the level of Vice-President or above
and any other members of a select group of management or highly
compensated employees designated in writing by the CLDC or the
Board (the “Participants”). The Severance Plan is intended to
replace any prior severance arrangements between the Company and
covered Participants.
employees of the Company at the level of Vice-President or above
and any other members of a select group of management or highly
compensated employees designated in writing by the CLDC or the
Board (the “Participants”). The Severance Plan is intended to
replace any prior severance arrangements between the Company and
covered Participants.
Each Participant will receive certain severance payments and
benefits in the event of an involuntary termination, including a
termination by the Company without “cause” or a termination by
the Participant for “good reason,” collectively referred to
herein as a “Termination Without Cause” (each such term as
defined in the Severance Plan). The amount of payments and the
type of benefits provided under the Severance Plan vary based on
the Participant’s position and whether or not the Termination
Without Cause occurred in connection with a “Change in Control”
of the Company (as defined in the Severance Plan). Such severance
benefits are summarized as follows:
benefits in the event of an involuntary termination, including a
termination by the Company without “cause” or a termination by
the Participant for “good reason,” collectively referred to
herein as a “Termination Without Cause” (each such term as
defined in the Severance Plan). The amount of payments and the
type of benefits provided under the Severance Plan vary based on
the Participant’s position and whether or not the Termination
Without Cause occurred in connection with a “Change in Control”
of the Company (as defined in the Severance Plan). Such severance
benefits are summarized as follows:
Non-Change in Control Severance Benefits
If the Participant’s Termination Without Cause occurs at any
time prior to a Change in Control of the Company or later than
the date that is two years following a Change in Control (each, a
“Non-Change in Control Termination”), the Participant is
entitled to the following severance benefits:
time prior to a Change in Control of the Company or later than
the date that is two years following a Change in Control (each, a
“Non-Change in Control Termination”), the Participant is
entitled to the following severance benefits:
Cash severance payments:
A cash severance payment equal to the sum of the Participant’s
base salary plus the average of the most recent three year annual
cash performance bonus actually paid to such Participant (or, if
the Participant has been employed for fewer than three years, the
most recent three-year average of the annual cash performance
bonuses paid by the Company to executives who are similarly
situated to the Participant or any other amount determined by the
CLDC or the Board in its discretion) multiplied by 1.5x for the
Chief Executive Officer, 1x for Executive Vice Presidents and
Senior Vice Presidents, and .5x for Vice Presidents or any other
Participants.
base salary plus the average of the most recent three year annual
cash performance bonus actually paid to such Participant (or, if
the Participant has been employed for fewer than three years, the
most recent three-year average of the annual cash performance
bonuses paid by the Company to executives who are similarly
situated to the Participant or any other amount determined by the
CLDC or the Board in its discretion) multiplied by 1.5x for the
Chief Executive Officer, 1x for Executive Vice Presidents and
Senior Vice Presidents, and .5x for Vice Presidents or any other
Participants.
Additionally, an annual cash bonus based on the Company’s actual
performance for the fiscal year in which the Termination Without
Cause occurred pro-rated based on the number of days the
Participant was employed during that fiscal year.
performance for the fiscal year in which the Termination Without
Cause occurred pro-rated based on the number of days the
Participant was employed during that fiscal year.
Cash severance amounts will be paid in a lump sum on the dates
specified in the Severance Plan.
specified in the Severance Plan.
The Participant will not be required to seek other employment and
no offset of severance payments will be required if the
Participant becomes employed by another company.
no offset of severance payments will be required if the
Participant becomes employed by another company.
Continued Medical Benefits:
Subject to eligibility for, and the Participant’s timely
election of, continued coverage under the Company’s group health
plan to COBRA, the Company will pay the cost of continued
coverage for medical dental, optical and mental health benefits
(collectively, “Medical Benefits”) for the Participant and the
Participant’s eligible dependents, for 18 months for the Chief
Executive Officer, 12 months for Executive Vice Presidents and
Senior Vice Presidents, and 6 months for Vice Presidents and
other Participants.
election of, continued coverage under the Company’s group health
plan to COBRA, the Company will pay the cost of continued
coverage for medical dental, optical and mental health benefits
(collectively, “Medical Benefits”) for the Participant and the
Participant’s eligible dependents, for 18 months for the Chief
Executive Officer, 12 months for Executive Vice Presidents and
Senior Vice Presidents, and 6 months for Vice Presidents and
other Participants.
Equity Awards:
Unvested equity awards that were granted within six months prior
to the termination date will be forfeited and all time-vesting
equity awards that were not forfeited that otherwise would have
vested within 12 months will fully vest (and, for clarity, the
portion of any such
to the termination date will be forfeited and all time-vesting
equity awards that were not forfeited that otherwise would have
vested within 12 months will fully vest (and, for clarity, the
portion of any such
Equity Awards that would have vested after such 12-month period
will terminate and be forfeited).
will terminate and be forfeited).
Vested stock options will be exercisable in accordance with their
respective stock option award agreements (which generally provide
for exercisability within 90 days following termination).
respective stock option award agreements (which generally provide
for exercisability within 90 days following termination).
The number of performance-based equity awards that will vest will
be based on the actual performance achieved by the Company and
will be pro-rated based on the number of days that the
Participant was employed during the entire vesting period
(typically three years). However, if the performance goals have
not been determined as of the time of the Participant’s
Termination Without Cause, the number of performance-based equity
awards that will vest will be determined on the date the CLDC or
the Board determines whether and the extent to which the
performance goals were met and will be pro-rated as set forth
above.
be based on the actual performance achieved by the Company and
will be pro-rated based on the number of days that the
Participant was employed during the entire vesting period
(typically three years). However, if the performance goals have
not been determined as of the time of the Participant’s
Termination Without Cause, the number of performance-based equity
awards that will vest will be determined on the date the CLDC or
the Board determines whether and the extent to which the
performance goals were met and will be pro-rated as set forth
above.
Outplacement Services:
The Company will pay for professional outplacement fees for the
Participant for one year up to $20,000.
Participant for one year up to $20,000.
Change in Control Severance Benefits
If a Change in Control of the Company occurs and the Participant
is Terminated Without Cause at any time during the period
commencing on the date of the Change in Control and ending on the
date that is two years following such Change in Control, the
Participant is entitled to receive the payments and benefits
described above, except modified as follows:
is Terminated Without Cause at any time during the period
commencing on the date of the Change in Control and ending on the
date that is two years following such Change in Control, the
Participant is entitled to receive the payments and benefits
described above, except modified as follows:
Cash Severance:
The cash severance payments with be equal to the sum of the
Participants base salary plus his or her target annual
performance bonus opportunity, and the multiple will be increased
as follows: 2x for the Chief Executive Officer; 1.5x for
Executive Vice Presidents; 1x for Senior Vice Presidents and Vice
Presidents; and .5x for other Participants.
Participants base salary plus his or her target annual
performance bonus opportunity, and the multiple will be increased
as follows: 2x for the Chief Executive Officer; 1.5x for
Executive Vice Presidents; 1x for Senior Vice Presidents and Vice
Presidents; and .5x for other Participants.
Additionally, the pro-rata annual cash bonus will be based on the
Participant’s target annual performance bonus opportunity.
Participant’s target annual performance bonus opportunity.
Continued Medical Benefits:
The period of time to cover Medical Benefit costs for the
Participant and the Participant’s eligible dependents is
extended as follows: 18 months for the Chief Executive Officer
and Executive Vice Presidents; and 12 months for Senior Vice
Presidents, Vice Presidents and other Participants.
Participant and the Participant’s eligible dependents is
extended as follows: 18 months for the Chief Executive Officer
and Executive Vice Presidents; and 12 months for Senior Vice
Presidents, Vice Presidents and other Participants.
Equity Awards:
Upon a Change in Control where the successor company fails to
continue, assume or substitute a Participant’s outstanding
equity awards (and irrespective of whether a Participant has been
Terminated Without Cause), all of the Participant’s time-based
outstanding equity awards will fully vest and for
performance-based equity awards, if the performance goals have
been completed and determined, the number of performance-based
equity awards to be received by a Participant will be based on
the actual performance achieved and will fully vest upon the date
of the Change-in-Control date. However, if the performance goals
have not been determined, the performance goals will be treated
as if they were achieved at target level of performance, and that
number of the Participant’s performance-based equity awards will
fully vest. None of these equity awards will be pro-rated.
continue, assume or substitute a Participant’s outstanding
equity awards (and irrespective of whether a Participant has been
Terminated Without Cause), all of the Participant’s time-based
outstanding equity awards will fully vest and for
performance-based equity awards, if the performance goals have
been completed and determined, the number of performance-based
equity awards to be received by a Participant will be based on
the actual performance achieved and will fully vest upon the date
of the Change-in-Control date. However, if the performance goals
have not been determined, the performance goals will be treated
as if they were achieved at target level of performance, and that
number of the Participant’s performance-based equity awards will
fully vest. None of these equity awards will be pro-rated.
Upon a Change in Control where the successor company continues,
assumes or substitutes equity awards, but the Participant is
Terminated Without Cause within twenty-four months following the
Change in Control, all equity awards will be treated as set forth
above, except the Participant may exercise vested stock options
for the period of time set forth in the award agreement
(typically, 90 days) and other vested equity awards will be
settled by the date the Participant’s “Release Agreement”
becomes effective and can no longer be revoked.
assumes or substitutes equity awards, but the Participant is
Terminated Without Cause within twenty-four months following the
Change in Control, all equity awards will be treated as set forth
above, except the Participant may exercise vested stock options
for the period of time set forth in the award agreement
(typically, 90 days) and other vested equity awards will be
settled by the date the Participant’s “Release Agreement”
becomes effective and can no longer be revoked.
Other Provisions
Severance payments and benefits to a Participant are subject to
the Participant’s compliance with the other terms and conditions
of the Severance Plan.
the Participant’s compliance with the other terms and conditions
of the Severance Plan.
In general, the Company’s obligation to provide benefits under
the Severance Plan in the event of a Termination Without Cause is
conditioned upon the Participant executing a Release Agreement
which contains provisions releasing all claims against the
Company and for the Participant to comply with applicable
confidentiality, non-solicitation and non-disparagement
covenants.
the Severance Plan in the event of a Termination Without Cause is
conditioned upon the Participant executing a Release Agreement
which contains provisions releasing all claims against the
Company and for the Participant to comply with applicable
confidentiality, non-solicitation and non-disparagement
covenants.
If the payments and benefits otherwise payable to a Participant
under the Severance Plan would constitute excess parachute
payments within the meaning of section 280G of the Internal
Revenue Code of 1986, as amended, then the Company will reduce
such payments and benefits to an amount that would avoid any
excise taxes under section 4999 of the Internal Revenue Code,
provided that such reduction would provide the Participant with a
greater net after-tax benefit than would no reduction.
under the Severance Plan would constitute excess parachute
payments within the meaning of section 280G of the Internal
Revenue Code of 1986, as amended, then the Company will reduce
such payments and benefits to an amount that would avoid any
excise taxes under section 4999 of the Internal Revenue Code,
provided that such reduction would provide the Participant with a
greater net after-tax benefit than would no reduction.
The foregoing is a summary of the material terms of the Severance
Plan and is qualified in its entirety by reference to the full
text of the Severance Plan that is filed with this report as
Exhibit 10.1.
Plan and is qualified in its entirety by reference to the full
text of the Severance Plan that is filed with this report as
Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
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(a)
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Not Applicable.
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| (b) | Not Applicable. |
| (c) | Not Applicable. |
| (d) | Exhibits: |
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10.1 West Marine, Inc. Amended and Restated Executive Officer Severance Plan effective December 19, 2016.* |
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*Management compensatory plan or arrangement within the meaning
of Item 601(b)(10)(iii) of Regulation S-K.
of Item 601(b)(10)(iii) of Regulation S-K.
About West Marine, Inc. (NYSE:EPD)
Enterprise Products Partners L.P. (Enterprise) is a provider of midstream energy services to producers and consumers of natural gas, natural gas liquids (NGLs), crude oil, petrochemicals and refined products in North America. The Company’s segments include NGL Pipelines & Services; Crude Oil Pipelines & Services; Natural Gas Pipelines & Services, and Petrochemical & Refined Products Services. The Company’s midstream energy operations include natural gas gathering, treating, processing, transportation and storage; NGL transportation, fractionation, storage, and import and export terminals, including liquefied petroleum gas (LPG); crude oil gathering, transportation, storage and terminals; offshore production platforms; petrochemical and refined products transportation, storage and terminals, and related services, and a marine transportation business that operates primarily on the United States inland and Intracoastal Waterway systems and in the Gulf of Mexico. West Marine, Inc. (NYSE:EPD) Recent Trading Information
West Marine, Inc. (NYSE:EPD) closed its last trading session down -0.03 at 26.96 with 2,309,515 shares trading hands.
