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.
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(e) Effective April 15, 2019 (the Effective Date),
each of (i) A. James Teague, Chief Executive Officer of Enterprise Products Holdings LLC (the General Partner), the general partner of Enterprise Products Partners L.P. (the Partnership), (ii) W. Randall Fowler,
President and Chief Financial Officer of the General Partner, (iii) Graham W. Bacon, Executive Vice President of the General Partner, and (iv) Brent B. Secrest, Senior Vice President of the General Partner, entered into a separate
retention bonus agreement (each, a Retention Bonus Agreement and collectively, the Retention Bonus Agreements) with Enterprise Products Company, a privately held affiliate of the Partnership (EPCO). Each of
Messrs. Teague, Fowler, Bacon and Secrest are sometimes referred to as an Employee for purposes of this summary.
Pursuant to
the Retention Bonus Agreements, each Employee named above will be entitled to a cash retention payment of $5 million (in the case of each of Messrs. Teague and Fowler) or $1 million (in the case of each of Messrs. Bacon and Secrest), less
all applicable withholding taxes and other required deductions on such payment (in each case, the applicable Retention Payment), in a lump sum within seven business days following such Employees completion of continuous active
fulltime employment with EPCO from the Effective Date through (i) May 31, 2022 (in the case of Mr. Teague) or (ii) May 31, 2023 (in the case of each of Messrs. Fowler, Bacon and Secrest) (in each case, the applicable
Retention Period), and provided that such Employee continues to perform his duties during the applicable Retention Period in a highly effective manner, as determined by the key executives of EPCO (the Performance
Requirement).
Notwithstanding the foregoing, if an Employee incurs a Qualifying Termination (as defined below) prior to the end of
his applicable Retention Period and such Employee has met the Performance Requirement through his termination date, such Employee will receive (or in the event of his death, his estate will receive) a cash payment equal to a
pro-rata
amount of such Employees applicable Retention Payment, less all applicable withholding taxes and other required deductions on such payment, in a lump sum within seven business days following such
Employees Qualifying Termination date (the
Pro-rated
Amount). The
Pro-rated
Amount shall be determined based on the number of days such Employee is
employed during the applicable Retention Period over the total number of days in such Retention Period.
A Qualifying
Termination means an Employees employment with EPCO and its affiliates is terminated prior to the end of such Employees applicable Retention Period, (i) due to such Employees death or Disability (as defined in such
Employees Retention Bonus Agreement); or (ii) by EPCO other than for Cause (as defined in such Employees Retention Bonus Agreement). A Qualifying Termination must constitute a separation from service, as such term is
defined by the Treasury Regulations under Section 409A of the Internal Revenue Code of 1986, as amended.
Any Retention Payment is in
addition to any discretionary incentive compensation that EPCO or any of its affiliates may grant or have in place from time to time.
Although the Retention Bonus Agreements are entered into with EPCO, all or a portion of the compensation related to these agreements may be
allocated to the Partnership in accordance with the Eighth Amended and Restated Administrative Services Agreement, dated as of February 13, 2015, by and among EPCO, the General Partner, the Partnership and the other parties thereto, as the same
may be further amended and/or restated from time to time.
Copies of Mr. Teagues, Mr. Fowlers, Mr. Bacons
and Mr. Secrests Retention Bonus Agreements are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Form
8-K
and are incorporated by reference into this Item 5.02(e). The summaries of
the Retention Bonus Agreements set forth herein are qualified in their entirety by such reference.
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