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Preliminary Copy
4, 2014 To elect three (3) Class To confirm the appointment of Deloitte & Touche LLP as our independent registered public accounting firm. To hold an advisory vote to approve the compensation of our named executive officers. To transact such other business as may properly come before the meeting. Matthew A. Ouimet President and Chief Executive Officer Narrative to Summary Compensation and Grants of Plan Based Awards Tables elect three (3) Class confirm the appointment of Deloitte & Touche LLP as our independent registered public accounting firm; hold an advisory vote to approve the compensation of our named executive officers; and vote on any other matters that may be properly raised at the annual meeting. 4, 2014 proxies upon such other business as may properly come before the meeting, in each case whether or not any other nominations are properly made at the meeting. Tom Klein. Partnership. Oakley, a manufacturer of sports performance equipment, and from July 2009 to February 2011 served as its chairman of the board. Prior to joining Oakley, Mr. Olivet served as vice president of NIKE (NYSE:NKE) Subsidiaries and New Business Development where he was responsible for the Hurley, Converse, Cole Haan, Bauer Hockey, and Starter brands; senior vice president of Real Estate, Store Design, and Construction with Gap Inc. with responsibility across Gap, Banana Republic, and Old Navy brands; and as a partner with Bain & Company where he was also the leader of the worldwide practice in organizational effectiveness and change management. He has served as a director of RED Digital Cinema Camera Company since 2006, a director of Skullcandy (NASDAQ: SKUL) serving as a member of its audit committee and chair of the compensation committee since 2011, a trustee of Pomona College since 2009 and vice-chair of its audit committee since 2011, and a director of the Pacific Council on International Policy since July 2010. He served as a director of Collective Brands from 2006 to 2012. Mr. Olivet holds a B.A. from Pomona College and an M.B.A. from the Graduate School of Business, Stanford University. Mr. Olivet has served as a Director since 2013 and is a member of the Audit Committee. Mr. Olivet is qualified to serve on the Board of Directors primarily as a result his particular knowledge and professional experience in retail, merchandising, marketing, finance, strategy, technology, international business, and multi-division general management experience from his past public board experience and service as president and CEO of a nationally recognized company that conducts business in the retail industry. PUBLIC ACCOUNTING FIRM 2014. All current board members attended the 2013 annual meeting. session. Director Audit Compensation Nominating and Matthew A. Ouimet Daniel Hanrahan * The Audit Committee is responsible for appointing and meeting with the Matthew A. Ouimet, our President and Chief Executive Officer Brian C. Witherow, our Executive Vice President and Chief Financial Officer Richard A. Zimmerman, our Chief Operating Officer H. Phillip Bender, our Executive Vice President, Operations General Counsel 2009 - 2013. 1 (56% total return in 2013) (up 6% from 2012) (up 9% from 2012) Record Adjusted EBITDA of In November of Our unit price increased We produced a total return to investors of Modified the Long-Term Incentive Program to independent executive compensation consulting firm, Bob Evans Farms DSW, Inc. Buckle, Inc. Finish Line, Inc. Six Flags Entertainment Corp. Carmike Cinemas, Inc. International Speedway Corp. Speedway Motorsports, Inc. *CEC Entertainment, Inc. Madison Square Garden Co. Texas Roadhouse, Inc. Choice Hotels International, Inc. Vail Resorts, Inc. 2014. pay with the targeted percentile range. 2013. -2013 The following table sets forth each element of our executive compensation program and the principal objectives of that element: Base Salary Fixed compensation element intended to reward core competencies, experience and required skills in senior leadership positions. Variable compensation element intended to reward contributions to our short-term business objectives and, achievement of individual goals. Variable compensation element intended to reward contributions to our long-term success, The named executive officers may participate in the Executive Perquisites and Ensures continuity of management in the event of a change in control of the Company. adjustment to the mix of long-term incentive compensation to place additional focus on the performance-based component of the plan by increasing the mix of performance-based units from 25% to 50% and reducing the utilization of time-based restricted units from 50% to 25% of the total mix. With these modifications in place, the 2013 long-term incentive mix We expect in future years that the mix of the long-term incentive compensation will continue to be reflective of an increased emphasis on performance and alignment with the interests of our unitholders. •market data provided by our compensation consultant with respect to comparable positions; and •the individual named executive The 2013. long-term objectives. time-based restricted unit grants. and Change in Control Agreement consideration of the Compensation products and occasional one-time benefits such as relocation expenses we provided in connection with hiring him and coverage of his attorney fees in connection with the updates to his employment agreement. 2013 Matthew A. Ouimet (6) President and Chief Executive Officer Brian C. Witherow (8) Executive Vice President and Chief Financial Officer Richard A. Zimmerman Chief Operating Officer Kelley Semmelroth (10) Executive Vice President and Chief Marketing Officer H. Philip Bender Executive Vice President of Operations Richard L. Kinzel Former President and Chief Executive Officer The amounts in column (e) reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of unit-based awards other than options granted during the fiscal year ended December 31, 2013, 2012 The amounts in column (f) reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of unit options awarded to the named executive officers in The amounts in column (g) reflect cash incentive awards to the named executive officers for 2013, 2012 Mr. Ouimet's annual salary reflects the mid-year increase in his base salary pursuant to the 2013 amendment to his employment contract. Mr. Ouimet joined our company as President on June 20, 2011. He became our Chief Executive Officer on January 3, The amounts in column (d) reflect cash bonuses to certain of our named executive officers for 2011. Mr. Ouimet received a cash bonus for 2011 representing 104% of his 2011 base salary, pro-rated for the amount of time he was employed during 2011. Mr. Ouimet was entitled to a minimum cash bonus equal to his pro-rated salary for 2011 under his employment agreement. Mr. Witherow served as interim co-principal financial officer for a portion of 2011. He was promoted to Executive Vice President and Chief Financial Officer in January 2012. Mr. Ouimet Witherow Zimmerman Semmelroth Bender Kinzel These columns show possible payouts under Amounts reflect a multi-year performance unit award granted under the 2008 Omnibus Incentive Plan for the January 1, performance over the three-year period. Amounts reflect time-based restricted units granted under the 2008 Omnibus Incentive Plan. The GRANTS OF PLAN BASED AWARDS TABLES 2013. and was a one time cash bonus in recognition of him being instrumental in running our corporate finance division during 2011 following the departure of our former chief financial officer. After consulting with calculated in accordance with ASC Topic 718 and based upon the probable outcome of the performance conditions, are reported in column (l) of the Grants of Plan-Based Awards Table for The performance periods for all of these grants ended December 31, 2011, after which the Compensation Committee determined that each year’s awards had been achieved at 65% of the maximum based upon the level of achievement of Adjusted EBITDA during the applicable performance periods. Ouimet Witherow Zimmerman Semmelroth Bender Kinzel The market values for phantom units were calculated by multiplying the closing market price of our units as of December 31, Amounts represent performance units awarded in March 2012 pursuant to the 2008 Omnibus Incentive Plan that are contingent upon the level of achievement of cumulative Adjusted EBITDA versus the target during the period from January 2012 through December 2014. The amounts set forth in column (i) assume that the maximum number of units are earned and assume the reinvestment in distribution equivalent units of distributions on such maximum number from the grant date of the award through December 31, One half of the portion of these options that was unvested at fiscal year-end became exercisable on March 27, 2014, with the remaining options becoming exercisable on March 27, 2015. These phantom units vest and will be payable either in cash equivalent, units or a combination of both, 50% in June 2014 and 50% in June 2015. These phantom units vested and were paid either in cash equivalent, units or a combination of both in March 2014. Amount represents restricted units awarded in March 2012 and October 2012 pursuant to the 2008 Omnibus Incentive Plan. These restricted units vest according to the following schedule: Mr. Number of Units (#) Value Realized on ($) Ouimet Witherow Zimmerman Semmelroth Bender Kinzel The amounts in column (d) reflect the total number of phantom units or performance units that vested for each executive in Reflects the vesting and related value of performance unit grants made from 2008 through 2011 pursuant to the 2008 Omnibus Incentive Plan. Mr. Zimmerman received 100% of the value in Reflects the vesting and related value of prior year phantom unit grants, plus additional units credited as a result of reinvestment of distribution equivalents. Number of Years Credited Service Ouimet Witherow Zimmerman Semmelroth Bender Kinzel 5.74%. Any unpaid cash incentive award earned with respect to a calendar year ending on or before the date of termination, payable at the same time payment would have been made had the executive continued to be employed; A pro-rata portion of his Payment of the after-tax monthly COBRA continuation coverage premium under our medical plan All other accrued amounts or benefits the executive is due under our benefit plans, programs or policies (other than severance). Our executive employment agreements provide for a process by which we and the executive will indicate whether the parties are willing to enter into a new employment agreement prior to expiration of the agreement. If (i) the executive timely indicates he Payment of accrued and unpaid base salary (together with accrued and unpaid supplemental compensation for Mr. Ouimet), reimbursement of business expenses and payment for accrued and unused vacation days, each as accrued as of the termination date, in a lump sum within 30 days following termination; Any unpaid cash incentive award earned with respect to a calendar year ending on or before the date of termination, payable at the same time payment would have been made had the executive continued to be employed; Payment of the after-tax monthly COBRA continuation coverage premium under our medical plan (less the amount of the All other accrued amounts or benefits the executive is due under our benefit plans, programs or policies (other than severance) date of termination, payable at the same time payment would have been made had the executive continued to be employed, and all other accrued amounts or benefits the executive is due under our benefit plans, programs or policies (other than severance). In addition, Mr. Ouimet will fully vest in any equity awards made under Cedar Fair’s Omnibus Incentive Plan that vest within 18 months after his termination of employment unless otherwise specifically exempted from vesting by the terms of the underlying award agreement, with such awards vesting and being paid as described above for terminations without cause or resignations for good reason. time as required by Section 409A of the Code). In the event of death or disability during employment, actual performance-based phantom unit awards under the 2008 Omnibus Incentive Plan for that year, as well as any unpaid awards for prior years, will be paid in a lump sum cash payment within ninety days of the event (subject to Section 409A). Performance-based phantom unit awards under the 2008 Omnibus Incentive Plan will be prorated in the event of retirement after age 62 and paid, together with any unpaid such awards for prior years, in a lump sum cash payment within ninety days of the end of the performance period or retirement date, respectively (subject to Section 409A). a change in the effective control of the Partnership, which could occur even if a change in ownership has not occurred, and would occur if either (i) a person or group acquires units, all at once or over a period of 12 months, representing 30 percent or more of the total voting power of the Partnership, or (ii) a majority of our directors will have been replaced during a 12-month period by directors not endorsed by a majority of the board before the date of appointment or election; or a change in ownership of a substantial portion of the assets of the Partnership, which would occur if a person or group acquires, all at once or over a period of 12 months, assets from us that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all of our assets immediately before the acquisition(s), determined without regard to any liabilities associated with such assets. in lieu of his non-change in control severance or base salary continuation, as applicable, the executive will receive severance as follows: the executive will have the right to continue medical and dental insurance coverage under COBRA during the 30 month period following the termination, and to receive monthly reimbursement of such COBRA continuation coverage premiums from us, if permitted by applicable law. Unpaid awards from prior years that were made under our Amended and Restated Senior Management Long-Term Incentive Compensation Plan will be paid in a lump sum cash payment within ninety days of the event (or such period of time as may be required by Section 409A of the Code). Grants made under our Amended and Restated 2000 Equity Incentive Plan, including options, unit appreciation rights, restricted units or performance units, will vest, become fully exercisable and be free of all restrictions or limitations. Option holders may elect to “cash out” any options for the difference between the price of the option and the change in control price per unit within 60 days of a change in control. Unless otherwise specified in connection with making a particular award, cash incentive awards made under our 2008 Omnibus Incentive Plan will be deemed to have been earned at 100% of the target level in the year of the change in control and will be paid within 30 days following a change in control. Unless otherwise specified in connection with making a particular award, all long-term incentive awards made under the 2008 Omnibus Incentive Plan (i.e., performance-based phantom unit awards) will be deemed to have been earned at 100% of the target level. All such awards, including any unpaid awards from prior years will be paid in a lump sum cash payment within 30 days of the change in control. Unless otherwise specified in connection with making a particular award, all performance awards made under our 2008 Omnibus Incentive Plan will be deemed to have been earned and payable in full and any other restriction shall lapse. Any such performance awards will be paid within 30 days following a change of control. Unless otherwise specified in connection with making a particular award, all restrictions, limitations and other conditions applicable to any “other unit awards” granted under our 2008 Omnibus Incentive Plan, such as the time-based phantom unit awards granted in October 2010, June and October 2011 and February 2012, shall lapse and those awards shall become fully vested and transferable. Any such awards will be issued, settled or distributed, as applicable within 30 days following a change in control. All restrictions applicable to All amounts accrued by the named executive officers under our Amended and Restated Supplemental Retirement Program and 2008 SERP will vest and be funded in a trust for the benefit of the executive officers when they retire at or after reaching age 62, die, or become disabled, whichever occurs first. Compensation Earned but unpaid salary Severance Incentive compensation Unit Options Phantom units Restricted units Performance units Benefits Health benefits Totals Amount was decreased by Amount excludes portion of Amount represents payout of the Amount includes all unexercisable options awarded to Mr. Ouimet in 2012 and two-thirds of the unexercisable options awarded in 2013. Amount also includes the unvested phantom units awarded to Mr. Ouimet in 2011 and the restricted units awarded in March 2012. Amount based on value of the units as of the assumed termination date. Value of this award to Mr. Ouimet depends on the unit price as of the later applicable payment dates and could differ from that assumed herein. Value of phantom and restricted units also depends on the value of future distributions made prior to the payment date. Compensation Earned but unpaid salary Severance Incentive compensation Unit Options Restricted units Performance units Benefits Health benefits Totals Amount was decreased by Amount represents payout of the Compensation Earned but unpaid salary Severance Incentive compensation Unit Options Phantom units Restricted units Performance units Benefits Health benefits Totals Amount was decreased by Amount excludes portion of Amount represents payout of the Compensation Earned but unpaid salary Severance Incentive compensation Unit Options Phantom units Restricted units Performance units Benefits Health benefits Totals Compensation Earned but unpaid salary Severance Incentive compensation Unit Options Phantom units Restricted units Performance units Benefits Health benefits Totals Amount was decreased by Amount represents payout of the For service as a member of the Board, a retainer of $65,000 per annum, payable in cash quarterly, plus $1,500 payable in cash for attendance at each meeting of the Board after the 20th Board meeting, plus $120,000 per annum to be paid in cash, limited partnership units, adjusted for fractional units as needed, or a combination of both; For service as a Board Committee member, $2,000 per annum (excluding Committee Chairman); and Beginning with 2014 Directors have the option to elect to defer some or all of their annual equity payment. The deferred units accrue distribution equivalents during the directors tenure and vest and are paid out in a lump sum in units, or a combination of cash and units, upon the director’s departure from the Board. 2013 For service as a member of the Board, a retainer of $65,000 per annum, payable in cash quarterly, plus $1,500 payable in cash for attendance at each meeting of the Board after the 20th Board meeting, plus $120,000 per annum to be paid in cash, limited partnership units, adjusted for fractional units as needed, or a combination of both; For service as a Board Committee member, $2,000 per annum (excluding Committee Chairman); and C. Thomas Harvie (3) Eric L. Affeldt Gina D. France Daniel J. Hanrahan (4) Tom Klein Michael D. Kwiatkowski (3) John M. Scott III Lauri M. Shanahan (4) Debra Smithart-Oglesby (4) Steven H. Tishman Matthew A. Ouimet, the As of December 31, Term ended on June Term began on June 2013. units. Name of Beneficial Owner Matthew A. Ouimet Brian C. Witherow Richard A. Zimmerman Kelley Semmelroth H. Philip Bender Richard L. Kinzel Eric L. Affeldt Gina D. France Tom Klein John M. Scott III Daniel J. Hanrahan Lauri M. Shanahan Debra Smithart-Oglesby D. Scott Olivet All Directors and executive officers as a group (18 individuals) (8) Less than one percent of outstanding units. Includes restricted units over which there is voting power, but no investment power, as follows: Mr. Ouimet, Each beneficial Consists of Consists of Consists of Consists of Mr. Scott III has pledged 8,260 units as security for a line of credit. Name and Address of Beneficial Owner Neuberger Berman Group LLC Neuberger Berman LLC 605 Third Avenue New York, NY 10158 Based upon a Schedule 13G/A filing by Neuberger Berman Group LLC and Neuberger Berman LLC (collectively, “NB”) on (2), and Mr. Hoffman (2). management and representatives of Deloitte & Touche LLP. In addition, the Committee discussed with the independent auditors the matters required to be discussed by materials any person nominated by a unitholder. If the 
6, 2013Thursday,Wednesday, June 6, 20134, 2014 at 9:00 a.m. (Eastern Time) at the Westin RichmondCincinnati in Richmond, Virginia.Cincinnati, Ohio. All unitholders are invited to attend the meeting. The meeting is called for the following purposes:1. IIII Directors of the general partner to serve for a three-year term expiring in 20162017 from those nominees nominated in accordance with our Partnership Agreement.2. 3. 4. 2013,2014, are entitled to notice of and to vote at the annual meeting and at any adjournments or postponements of the meeting.CEDAR FAIR MANAGEMENT, INC. 
May 16, 2013Preliminary Copy Page 1 1 1 1 InternetImportant Notice Regarding the Availability of Proxy Materials for the Unitholder Meeting To Be Held on June 4, 2014 1 1 2 3 6 76 77 97 97 97 98 109 119 1210 1310 132013 23 282013 25 3126 332013 30 382013 32 402013 33 4133 4146 5447 5548 5649 5750 5851 5851 5951 5951 5952 5952 5952 6052 6053 6153 61APPENDIX A: INFORMATION REGARDING PARTICIPANTS IN CEDAR FAIR’S SOLICITATION OF PROXIESA-1Preliminary CopyMay 16, 2013.RichmondCincinnati located at 6631 W Broad21 East 5th Street, in Richmond, VirginiaCincinnati, Ohio on Thursday,Wednesday, June 6, 2013,4, 2014, at 9:00 a.m. (Eastern Time). Attendees must present a personal form of identification and, if you hold units through a brokerage account, bank or other nominee, you must present a recent statement or other proof of ownership to be admitted.IIII Directors of the general partner to serve for a three-year term expiring in 20162017 from those nominees nominated in accordance with our Partnership Agreement;Forfor the UnitholdersUnitholder Meeting to be heldTo Be Held on June 6, 2013IIII Directors of the Board’sBoard's nominees, Messrs Affeldt, ScottMs. France and OlivetMessrs. Ouimet and Klein and in favor of each of Proposals 2 and 3 and in the discretion of thePreliminary Copy20132014 as the record date for unitholders entitled to notice of and to vote at the annual meeting. Only holders of record of units on the record date are entitled to notice of the annual meeting and to vote at the annual meeting. Each holder of record of limited partner units as of the record date is entitled to cast one vote per unit on each of the proposals. You may obtain directions on attending the annual meeting and voting in person by calling our Investor Relations Department at (419) 627-2233.Committee’sCommittee's appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2013.2014. The advisory vote to approve the compensation of our named executive officers requires the affirmative vote of a majority of units represented in person or by proxy and voting at the annual meeting. The vote is advisory, and therefore not binding on the Company, the Compensation Committee or our Board. However, the Compensation Committee will consider the voting results when making future decisions regarding executive compensation as it deems appropriate.Preliminary Copy2013,2014, there were approximately 55,712,22955,834,875 units outstanding and entitled to vote at the annual meeting, held by approximately 6,6006,300 holders of record. As of April 12, 2013,11, 2014, the Directors and executive officers of the general partner and their affiliates beneficially owned 1,479,631740,486 units (which includes 62,471207,390 vested options), or approximately 2.7%1.3% of the total units outstanding on that date. See “Security Ownership of Certain Beneficial Owners and Management.”IIII expire at this annual meeting. Our current Class IIII Directors are Richard Kinzel, Eric Affeldt,Gina D. France, Matthew A. Ouimet and John M. Scott III. As anticipated, Mr. Kinzel is retiring from the board and will not seek re-election. We thank Mr. Kinzel for his many years of dedicated and exemplary service as a board member and as President and CEO of the Company.Eric Affeldt, John M. Scott IIIGina D. France, Matthew A. Ouimet and D. Scott OlivetTom Klein are nominated by the Board for election as Class IIII Directors to serve for three-year terms expiring at the annual meeting in 20162017 and until their respective successors are duly elected and qualified. Mr. Affeldt and Mr. Scott were appointed and have served as directors since 2010. Our Corporate Governance and Nominating Committee has recommended and Mr. Affeldt and Mr. Scott have agreed to stand for re-election to the Board. Mr. Olivet was selected through a comprehensive, national search process under the direction of the Chairman of the Board. The Board engaged Spencer Stuart, one of the world’s leading executive search firms, to identify and help evaluate potential candidates as part of that process. The Nominating and Corporate Governance Committee has recommended, and the Board of Directors unanimously has approved, the nomination of Ms. France and Messrs. Affeldt, ScottOuimet and Olivet,Klein, to whom we refer in this proxy statement as the Board’sBoard's nominees.Affeldt, ScottOuimet and OlivetKlein have developed through their extensive leadership experience across finance, hotel, travel, leisure real estate and consumer-facing industries and their unique insights and perspectives make them exceptionally qualified to serve on the Board. All three of the nominees recommended by the BoardMs. France and Mr. Klein will qualify as “independent” directors under the NYSE rules and our Corporate Governance Guidelines. Mr. Olivet brings additional public company experience to our Board. We are pleased to have the opportunity to maintainOuimet is not "independent" as he serves as President and further strengthen our Board with the nomination of these individuals.Unitholder Nominee and Related Background.We also have been timely notified by one of our unitholders, Mr. Jeffrey Doppelt, of a nomination that he intends to make at the meeting pursuant to Section 6.2Chief Executive Officer of the Partnership Agreement. We received a letter from Mr. Doppelt, dated January 11, 2013, indicating that he was considering making certain Director nominations and requesting information with regard to the Partnership’s nomination process and notice requirements. We provided Mr. Doppelt with the requested information on the nomination process and notice requirements in a letter dated January 30, 2013. In early February of 2013, Mr. Doppelt contacted our corporate secretary with a follow up question regarding the inclusion of a unitholder nominee in the Partnership’s proxy statement. The Partnership communicated to Mr. Doppelt that the Partnership’s proxy statement generally is reserved for the presentation of matters adopted and approved by the Board of Directors and that, pursuant to Section 6.2 of the Partnership Agreement, the Partnership is under no obligation to include a unitholder nominee in its proxy statement. We had no further communication withPreliminary CopyMr. Doppelt until the receipt of his nomination notice in a letter from Mr. Doppelt dated April 25, 2013. Mr. Doppelt’s letter, dated April 25, 2013, identified his proposed candidate and indicated that Mr. Doppelt intends to appear in person or by proxy at the meeting to make his nomination. Mr. Doppelt also indicated in his letter that he does not intend to deliver a proxy statement and form of proxy to holders of a sufficient number of units to elect his nominee. Following receipt of the April 25, 2013 letter, the Partnership and Mr. Doppelt exchanged voicemail messages but have not had further communications regarding the nominations for the annual meeting prior to the filing of this proxy statement. nominee for election at the meeting, including each of the Board’s nominees and Mr. Doppelt’s nominee has agreed to stand for election and has consented to being named in this proxy statement and to serve if elected. While the Partnership has no reason to believe that any of its nominees will be unable or unwilling to serve as a Director at the time of the annual meeting, in the unlikely event that any of them does not stand for election, the Board may reduce the number of Directors standing for election, or the proxies may use the accompanying proxy to vote for a replacement nominee recommended by the Board, whether or not any other nominations are properly made at the meeting. The nominees who receive the greatest number of votes cast for the election of Director at the annual meeting by the units present in person or by proxy and entitled to vote will be elected. Set forth below is biographical and other information about the Board’sBoard's nominees and the continuing Directors, including information concerning the particular experience, qualifications, attributes and skills that led the Nominating and Corporate Governance Committee and the Board to determine that each should serve as a Director.itsthese nominees.55,56, has been president and chief executive officer of ClubCorp Inc. (NYSE: MYCC), which owns or operates a network of golf and country clubs, business clubs, sports clubs and alumni clubs, since 2006. Prior to joining ClubCorp, he was a principal of KSL Capital Partners, the private equity firm that purchased ClubCorp in 2006. Mr. Affeldt also previously served as president and CEO of KSL’s former golf division, KSL Fairways, vice president and general manager of Doral Golf Resort and Spa in Miami and the combined PGA West and La Quinta Resort and Club in California and was a founding partner of KSL Recreation. In addition, he was president of General Aviation Holdings, Inc. Mr. Affeldt was selected as the non executive Chairman of the Board in 2012 and has served as a Director since 2010. Mr. Affeldt is an ex-officio member of the Audit, Compensation, and Corporate Governance and Nominating Committee. Mr. Affeldt is qualified to serve on the Board of Directors primarily as a result of his experience as president and CEO of a nationally recognized company that conducts business in the entertainment and leisure industry.47,48, has served as president and chief executive officer and a director of Orient-Express Hotels Ltd.(NYSE:OEH), a company engaged in the hotel, restaurant, tourist train and cruise businesses, since November of 2012. Prior to joining Orient-Express Hotels LtdLtd., he served as president and chief executive officer of Rosewood Hotels & Resorts, an international luxury hotel and resort company, from 2003 through August 2011. Prior to that he was the managing director of acquisitions and asset management for Maritz, Wolff & Co., a private equity real estate fund. Mr. Scott began his career with the Interpacific Group where he held senior hotel management positions and in 1994 joined the Walt Disney Company (NYSE:DIS) as manager of business development and strategic planning for both Disney Development Company and Walt Disney Attractions groups. Mr. Scott served on the board of Kimpton Hotels and Restaurants, a private company until 2012. Mr. Scott is the Chairman of the Corporate Governance and Nominating Committee and a member of the Compensation Committee and has served as a Director since 2010. Mr. Scott is qualified to serve on the Board of Directors primarily as a result of his past experience as president and CEO of a nationally recognized company that conducts business in the hotel industry.50,51, is the chief executive officer of Renegade Brands, an investment company that primarily invests in apparel and other consumer companies, and the executive chairman of RED Digital Cinema, an American manufacturer of digital cinematography tools, a position he has held since July 2009 and2009. Mr. Olivet was the non-executive chairman of Collective Brands, a parent company that owns shoe retailers and manufacturers, from June 2011 to October 2012. From 2005 to July 2009, Mr. Olivet served as chief executive officer and director ofPreliminary CopyClass III Directors serving until 2014:Gina D. France, age 54, is president and CEO of France Strategic Partners LLC, a private strategic planning and transaction advisory firm. Before founding France Strategic Partners, Ms. France was a Managing Director with Ernst & Young LLP and led the firm’s Center for Strategic Transactions® (CST) in Cleveland, Ohio. Ms. France previously served as a managing director of Ernst & Young Corporate Finance LLC and as an investment banker with Lehman Brothers. Ms. France also serves on the Corporate Board of FirstMerit Corporation, a $24.5 billion bank holding company where she is chair of the Governance and Nominating Committee and serves as an SEC-designated financial expert on the Audit Committee; and has served as a Director of Dawn Food Products, Inc., one of the world’s largest manufacturers and distributors of bakery products. Ms. France was recommended to the Corporate Governance and Nominating Committee by third-party advisors to the Partnership. Ms. France, who has served as a Director since 2011, is the Chairperson of the Audit Committee and is a member of the Corporate Governance and Nominating Committee. Ms. France is qualified to serve on the Board of Directors because of her leadership experiences in the investment banking, accounting and financial services field and her experiences as a board member of several nationally recognized companies.Matthew A. Ouimet,age 55, has been president of the Partnership’s General Partner since June 2011 and chief executive officer since January 2012, and a member of the Board of Directors since August 2011. Mr. Ouimet was president and chief operating officer for Corinthian Colleges from July 2009 to October 2010 and was executive vice president—operations for Corinthian Colleges from January 2009 to June 2009. Prior to joining Corinthian Colleges, he served as president, Hotel Group for Starwood Hotels and Resorts Worldwide from August 2006 to September 2008. Before joining Starwood, Mr. Ouimet spent 17 years at The Walt Disney Company, where he last served as President of the Disneyland Resort. He also served in a variety of other business development and financial positions during his employment with Disney, including president of Disney Cruise Line and executive general manager of Disney Vacation Club. This experience, Mr. Ouimet’s leadership and management skills and his insights as Cedar Fair’s president and chief executive officer provide guidance, operational knowledge and management perspective to the Board.Tom Klein,age 50, has been president of Sabre Holdings since January 2010. Prior to joining Sabre in 1994, he held a variety of sales, marketing and operations positions at American Airlines and Consolidated Freightways, Inc. In 2006 and 2007, he was recognized by Business Travel News as one of the “25 Most Influential Executives.�� In 2010, he was appointed to the Board of Directors for Brand USA by U.S. Secretary of Commerce Gary Locke. He also serves on the executive committee of the World Travel and Tourism Council. Mr. Klein has served as a Director since January 2012 and is Chairman of the Compensation Committee.Preliminary CopyMr. Klein is qualified to serve on the Board of Directors primarily as a result of his experience as president of a company in the technology and travel industry and brings an understanding of distribution and technology solutions to the Board.Class II Directors serving until 2015:Daniel J. Hanrahan, age 55, brings more than 30 years of experience, including a variety of sales and marketing, general manager, president and chief executive officer roles across the consumer packaged goods, retail, travel and hospitality sectors. Since August 2012 he has served as the president and chief executive officer and director of the Regis Corporation (NYSE: RGS) a global leader in beauty salons, hair restoration centers and cosmetology. Prior to joining Regis he served as president and CEO of Celebrity Cruises, a division of Royal Caribbean Cruises (NYSE: RCL) from 2007 to 2012. He was promoted to president in 2005 and to CEO in 2007 after his highly successful management of the sales and marketing division for Royal Caribbean. Prior to joining Royal Caribbean, Mr. Hanrahan served in executive-level positions with Polaroid Corporation and Reebok International Ltd. He also currently serves on the executive committee of the Florida Caribbean Cruise Association (FCCA). In 2004, he was named one of the “Top 25 Extraordinary Minds in Hospitality Sales and Marketing” by Hospitality and Sales Marketing Association International. Mr. Hanrahan has served as a Director since June 2012 and is a member of the Audit Committee. Mr. Hanrahan is qualified to serve on the Board of Directors primarily as a result of his significant executive-level experience across a wide spectrum of consumer-facing brands, including in the retail, travel and hospitality sectors, as well as his over 30 years of experience in sales and marketing.Lauri M. Shanahan,age 50, is a seasoned retail executive with more than 20 years of senior-level experience across global, multi-channel, multi-brand enterprises and other specialty retail, including Gap, Inc. She joined Gap, Inc. in 1992 and served in numerous leadership roles including chief administrative officer, chief legal officer and corporate secretary during her 16-year career with the company. She currently serves on the board of directors of Deckers Outdoor Corporation, a footwear, accessories and apparel lifestyle company with a portfolio of premium brands and over $1.3B in revenues, and Charlotte Russe Holding, Inc., a growing specialty retailer of fashionable, value-priced apparel and accessories with over 500 stores. In addition, Ms. Shanahan is a principal with Maroon Peak Advisors, which provides a broad range of advisory services in the retail and consumer products sector. From September 2011 to November 2012, Ms. Shanahan served on the Board of Directors of International Relief and Development, a $500M global non-governmental organization operating in 40 countries to provide relief and stabilization programs in regions that are in or emerging from conflict or natural disasters. In December of 2012, Ms. Shanahan was appointed to the California State Personal Board of Review. Ms. Shanahan has served as a Director since June 2012 and is member of the Corporate Governance and Nominating Committee. Ms. Shanahan is qualified to serve on the Board of Directors primarily as a result of her substantial public company management and leadership experience in the consumer goods and retail industries, which includes legal and risk oversight experience, as well as her experience on the two boards on which she currently serves.Debra Smithart-Oglesby,age 58, is a former certified public accountant with more than 30 years of financial and corporate leadership experience in the food service and retail industries. Since 2006, she has served as the chair of the Board of Directors of Denny’s Corporation, a full-service, family-style restaurant chain with approximately 1,680 eateries throughout the United States and nine countries. She joined the Denny’s Board in 2003 and was the company’s interim chief executive officer in 2010-2011. Since 2000, she has been the president of O&S Partners, an investment capital and consulting services firm that invests in and provides consulting services to early-stage and transitioning hospitality and retail companies. Prior to joining O&S, Ms. Smithart-Oglesby helped to launch Dekor, Inc., a start-up company in the home improvement and decorating retail segment, as its chief financial officer. From 1997 to 1999, she was the president, corporate services and chief financial officer of First America Automotive, Inc., a new and used car retailer sold to Sonic Automotive. PriorPreliminary Copyto that, she spent 13 years as the executive vice president and chief financial officer for Brinker International, one of the world’s leading casual dining restaurant companies. She held the position of chief financial officer and served on the Brinker Board from 1991 to 1997. Ms. Smithart-Oglesby has served as a Director since June 2012 and is a member of the Audit and Compensation Committees. Ms. Smithart-Oglesby is qualified to serve on the Board of Directors primarily as a result of the extensive management and leadership skills she has developed through her executive and board-level experience in the hospitality and retail industry, as well as her experience as a former certified public accountant for more than 30 years.20132014 and requests that our unitholders confirm that appointment. Deloitte audited our consolidated financial statements and our internal control over financial reporting for 2012.2013. A representative of Deloitte will be present at the annual meeting and will be given an opportunity to make a statement and to respond to appropriate questions.Committee’sCommittee's appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2013.Our unitholders will have the opportunity at the 2013 annual meeting to consider onbasisvote of our unitholders on the compensation of our named executive officers, which we are providing as required pursuant to Section 14A of the Securities and Exchange Act of 1934. As recommended by our unitholders and approved by the Board, we provide this opportunity annually, and the next unitholder advisory vote on the compensation of our named executive officers will occur at our 20142015 annual meeting. We encourage you to review the detailed information regarding our named executive officer compensation provided in the “Compensation Discussion and Analysis” section and the executive compensation tables and related narratives included in this proxy statement.20122013 reflected the record breaking results that we achieved in 20122013 and our successes in recruitment and retention. Performance highlights for 2012 include:2013 are provided in detail on page 11 in the Compensation Discussion and Analysis section.Record net revenues$1.068 billion, up 3.9%performance based units from 2011;Record Adjusted EBITDA25% to 50% of $391.0 million a 4.4% increase from 2011;In November of 2012 announced that in 2013 our cash distribution would increase more than 50% to $2.50 per limited partner unit;Preliminary CopyA unit price increase of 56% from December 31, 2011 to December 30, 2012; andAthe total return to investors of 63% from December 31, 2011 to December 30, 2012.During the later part of 2011 and early part of 2012, wea comprehensivean annual review of our executive compensation program to identify ways to further improve our program, to implementmaintain best practices and to maintain the integrity of our compensation process. As a result of that review, we made the following modifications, updates and changes to our compensation program, which we implemented in 2012:2014:Established circuit-breakersawards that require 85% ofprogram with no payout under such program if the target Partnership performance goal to bethreshold is not met and for us to be ableor if we are unable to pay distributions underto our unitholders due to loan covenants in order for incentive payouts to be made;covenants;Modified the performance goals for our cash incentive program to drive both company achievementindividual achievement, with the goals being weighted at 85% for consolidated Partnership level achievement and at 15% for individual goals;Increased theincreased alignment of management’smanagement's financial interest with unitholder interests through long-term incentive program modifications, including adjusting the mix of long-term incentive compensation to includeeliminate the utilization of unit options (25%),and increase performance units (25%)to 60% and time-basedtime based restricted units (50%);Eliminated excise tax “gross ups” from our named executive officer employment agreements;Implemented a clawback provision as partto 40% of the 2012 cash incentive opportunity for the chief executive officer and his direct reports;Adopted mandatory unit ownership guidelines for our chief executive officer and his direct reports; andUpdated our executive employment contracts to:add a clawback provision allowing our Board, in appropriate circumstances, to require reimbursement of incentiveequity compensation paid within the preceding twenty-four months;eliminate threshold levels for incentive cash bonuses and annual equity awards;eliminate evergreen renewal provisions; andmodify the manner in which severance payments are calculated related to change-in-control events and in connection with certain termination events.Preliminary Copytenfive times in 2012.2013. Committees of the Board met from time to time upon call of the Chairman of the Board or individual Committee Chairs. During 2012,2013, each Director attended at least 75% of all of the meetings of the Board, inclusive of committee meetings, with the exception of Daniel Hanrahan who attended two of three board meetings, and one of two committee meetings, due to commitments scheduled before he became a Director. All Directors then-serving attended last year’s annual meeting.meetings. Directors are expected to attend all meetings of the Board, meetings of the Committees on which they serve and the annual meeting absent occasional, unavoidable circumstances.sixfive times during 2012. Executive2013. These executive sessions are attended by non-employee Directors only, and the non-executive independent Chairman presided at each executive session In addition, at least one time per year an executive session of all independent, non-employee Directors is scheduled. Three such meetings were held in 2012.Partnership’sPartnership's website at www.cedarfair.com. The Board has affirmatively determined that current Board members Gina D. France, Lauri Shanahan, Daniel Hanrahan, Debra Smithart-Oglesby, Eric L. Affeldt, John M. Scott III, D. Scott Olivet and Tom Klein meet the independence criteria of the NYSE listing standards and our Corporate Governance Guidelines. The Board also has determined that Mr. Olivet, a nominee for election, satisfies the independence criteria of the NYSE listing standards and our Corporate Governance Guidelines. The Board has determined Mr. Kinzel is not independent because he was an executive officer of the Partnership during 2011. Mr. Ouimet is also not independent because he is an executive officer of the Partnership.unitholders’unitholders' advisory vote on the leadership structure in January 2011, we modified our Board leadership structure at the beginning of 2011 to separate the roles of the Chief Executive Officer and the Chairman. C. Thomas Harvie served as the non-executive independent Chairman of the Board until his departure from the board. Upon Mr. Harvie’s departure from the board in June of 2012 we appointed Mr. Affeldt to serveserves as our non-executive, independent Chairman. The Board reviews and evaluates the appointment of the non-executive, independent Chairman on a periodic basis.Preliminary Copycommittees’committees' reports to the Board. The Board regularly reviews information regarding credit, liquidity and operational risk, and management identifies and prioritizes other material risks. The Audit Committee meets frequently during the year (five(seven times in 2012)2013) and discusses with management and the Partnership’sPartnership's independent registered public accountant: (1) current business trends affecting the Partnership; (2) major risks facing the Partnership; (3) steps management has taken to monitorPartnership’sPartnership's financial statements. The Audit Committee also reviews the Partnership’sPartnership's enterprise risk management process for identification of and response to major risks. The Audit Committee Chairperson provides the Board with regular reports concerning its risk oversight activities. In addition, the Compensation Committee annually assesses the Partnership’sPartnership's compensation programs to ensure they do not encourage excessive risk taking by employees which could result in a material adverse impact on the Partnership. The Board of Directors is kept abreast of the Compensation Committee’sCommittee's risk oversight and other activities via regular reports of the Committee Chairperson to the full Board.CFMI’sCFMI's Corporate Governance Guidelines, and each member of the Audit Committee is independent as required under Section 301 of the Sarbanes-Oxley Act of 2002. Each Committee’sCommittee's charter, the Corporate Governance Guidelines and the Code of Conduct and Ethics are available on the Partnership’sPartnership's website atwww.cedarfair.com and available in print to any unitholder upon request. Each Committee conducts an annual evaluation of its performance, and the Nominating and Corporate Governance Committee annually conducts an evaluation of the Board and its Committees.
Committee
Committee
Corporate Governance
Committee Richard L. Kinzel * * * *Gina D. France***Tom Klein**Lauri Shanahan*John M. Scott III***Debra Smithart-Oglesby * * Gina D. France *Member ** Committee Chair (1)Tom Klein ** Lauri Shanahan * John M. Scott III ** Debra Smithart-Oglesby * * D. Scott Olivet * * Member ** Committee Chair (1) Chairman Preliminary CopyPartnership’sPartnership's independent registered public accounting firm and for assisting the Board in its oversight of the financial statement reporting, internal audit and risk management functions. The Audit Committee met fiveseven times in 2012.2013. The Board has determined that each Committee member is financially literate, and Gina D. France and Debra Smithart-Oglesby are the designated financial experts. The Audit Committee’sCommittee's report is on page 5351 of this proxy statement.Partnership’sPartnership's compensation and employee benefit policies and programs, and recommending related actions, as well as executive compensation decisions and succession planning matters, to the Board of Directors. The Compensation Committee is also responsible for recommending the fees paid to the Directors and Board Committee members for services in those capacities. The Compensation Committee met sevensix times in 2012.2013. The Compensation Committee Report is on page 4947 of this proxy statement. Compensation decisions for the chief executive officer are made by the Compensation Committee, together with the Board of Directors, based upon its review of his performance and the performance of the Partnership. The Committee makes recommendations to the Board of Directors with respect to non-CEO compensation, incentive compensation plans and equity-based compensation based on discussions with and recommendations of the chief executive officer. On an annual basis, the chief executive officer reviews all of his direct reports, including the other named executive officers,officers. and all of the regionalexecutive vice presidents and parkAnalysis—Analysis - Determining Executive Compensation” for additional detail.Director’sDirector's duties. Although CFMI does not have a formal policy on diversity in the selection of candidates for the Board, the Committee considers diversity in its nominating process, including factors such as education, career and professional experience, independence, skills and personal characteristics, and understanding of and experiences in management, finance and marketing in the Partnership’sPartnership's industry as well as other industries. The Committee reviews these factors as well as the other qualifications outlined above and strives to create a Board of Directors with a variety of complementary skills and experiences, both personal and professional. The Committee conducts appropriate inquiries into the background and qualifications of Board candidates meeting these criteria. In 2012,2013, the Nominating Committee met sevenfour times.“Unitholder"Unitholder Proposals and Nominations for the 20142015 Annual Meeting”Meeting" for additional information.20122013 was a current or former officer or an employee of the Partnership or had any relationship with us that would be required to be disclosed by us under applicable related party requirements. There are no interlocking relationships between the Partnership’sPartnership's executive officers or Directors and the board or compensation committee of another entity.Preliminary Copyofficer’sofficer's direct reports currently include the chief operating officer, the executive vice president and chief financial officer, the executive vice president, operations, the corporate vice president of planning & design, the corporate vice president and general counsel, the executive vice president and chief marketing officer and the corporate vice president of administration. Executives have five years from the adoption of the guidelines (for current executive officers) and five years from becoming an executive officer (for new executive officers) to gain compliance with the guidelines. The Board reviews compliance with the guidelines annually. Units held directly or beneficially owned, units held in benefit plans (e.g., in 401(k) accounts), performance units (as if earned at 100% of target), vested and unvested restricted units and phantom units will be counted for purposes of determining compliance with the unit ownership guidelines.Preliminary Copy20122013 business results and the impact of those results on our compensation decisions as well as actions we have taken recently to update and enhance our compensation programs. This information should be read in conjunction with the compensation tables, related narratives, and notes contained later in this proxy statement.2012:2013:Richard L. Kinzel, our former President and Chief Executive OfficerKelley Semmelroth, our Executive Vice President and Chief Marketing OfficerWe have discusseddisclosed compensation information regarding our former chief executive officer, Richard L. Kinzel, who retired January 3, 2012 because this information is required by applicable rules and regulations.We believe in strongly linkingwithphilosophy and strategy is the belief that our compensation should be closely tied to Company and individual performance. Consistent with that philosophy, and based on the record breaking results achieved in 20122013 summarized immediately below, the overall compensationcash incentive awards paid to our named executive officers for 20122013 increased over 2011 compensation.2012 levels. Our annual cash incentive program paid out above-targetat maximum levels because our financial performance exceeded the target amountmaximum performance goal set by our Compensation Committee.Committee, and our named executive officers achieved all of their individual performance goals. In addition, the named executive officers each received unit-based awards to tie a significant portion of their compensation to Company results and further align their interests with our unitholders’unitholders' interests.Preliminary CopyCompany’sCompany's financial health and performance over the three-yearfive-year fiscal period, 2010—2012.Return(1)Return
(1)Based upon initial investment of $100 on December 31, 2009 with dividends reinvested.
EBITDA(2)EBITDA
(2)See Note 6 in Item 6, “Selected Financial Data,” on pages 4 to 5 of the Company’s Form 10-K/A for fiscal 2012, filed May 10, 2013, for additional information regarding Adjusted EBITDA, including how we define and use Adjusted EBITDA, as well as a reconciliation from net income.Preliminary Copy2
20122013 include the following:$1.068$1.135 billion, up 3.9%6% from 2011;2012;$391.0$425.4 million representing a 4.4%9% increase from 2011;20122013 we announced that in 20132014 our annual cash distribution would increase more than 50%by 12% to $2.50$2.80 per limited partner unit, up from $1.60$2.50 per unit in 2012;56%48% from December 31, 20112012 to December 30, 2012;31, 2013; and63%56% from December 31, 20112012 to December 30, 2012.Year’sYear's Advisory Unitholder Vote on Executive Compensation20122013 Annual Meeting of Limited Partner Unitholders, more than 94%97% of the units cast were voted to approve the compensation of the Company’sCompany's named executive officers. As disclosed in our 2012 Proxy Statement, we had undertaken a comprehensive review of our executive compensation program and, as a result, made significant modifications, updates and changes to our compensation program as outlined below. The Compensation Committee believes that the strong unitholder support for the Company’sCompany's pay practices in 20122013 was a clear endorsement of the changes we made to our executive compensation programs to migrate away from a cash-based compensation philosophy to a morecurrent performance-based approach, focused on long-term value creation. Therefore, the Compensation Committee has decided to continue its approach to executive compensation by maintainingfor 2014 and expanding its currentto maintain and expand our emphasis on performance-based awardsperformance in the Company’sCompany's executive compensation structure.2012In late 2011 and early 2012, our Compensation Committee retained and worked closely with a nationally recognized independent compensation consultant, Hay Group, to suggest modifications that would more directly align our compensation with business results and market practices. Our management team and our Board also engaged periodically with unitholders throughout 2012, which included meetings with investment firms and institutional unitholders, including individual and group meetings. These meetings focused on our business, our initiatives and our industry and offered the opportunity for general dialogue about topics of interest to the participants. At several of these meetings, investors or potential investors shared thoughts relating to the pay-for-performance aspects of our compensation program and the level of management’s equity ownership. After discussion and study,updates and changes to our compensation program which were in effectto enhance our current performance-based approach and emphasize long-term value creation:2012 (unless otherwise noted):Established a threshold of 85% ofthe target consolidated Adjusted EBITDA goal for theour annual cash incentive program, with no payout under suchthe program if the threshold is not met or if we are unable to pay distributions to our unitholders due to loan covenants;Modified cash incentive performance goals to 85% weighting for consolidated Adjusted EBITDA and a 15% weighting for individual goals and objectives;include aeliminate the utilization of options and change the long-term incentive mix ofin 2014 to 60% performance units (25%), options (25%) and 40% time-based restricted units (50%)units; and then further modified the mix in 2013include 50% performance units, 25% optionsunitholder return versus our peer group and 25% time-based restricted units;Preliminary CopyEliminated excise tax “gross ups” from executive employment agreements;Implementedwith a clawback provision for the Chief Executive Officer and his direct reports; andAdopted mandatory unit ownership guidelines of four times salary for the Chief Executive Officer and two times salary for his direct reports.for 2012 continuedcontinue to reflect our desire to attract and retain highly-qualified individuals while at the same time aligning executive compensation with unitholders’unitholders' interests, emphasizing performance-based compensation, directly tying compensation to Company performance and increasing insider equity ownership. As further explained below, each of our executive compensation decisions in 2012,2013, including our decisions to increase base salary compensation for our executives, grant one-time retentionenhance long-term and short-term performance-based incentive awards to each of our named executive officers and enter into orto amend and extend the employment agreementsagreement with each of our named executive officers,CEO, were made to further demonstrate our commitment to these goals.Partnership.Company. Our executive compensation program is in large part designed around Adjusted EBITDA as the key performance objective. Adjusted EBITDA represents earnings before interest, taxes, depreciation, amortization, other non-cash items, and adjustments as defined in our current credit agreement. We use Adjusted EBITDA as the key measure of performance because it tracks core operating performance closely, it crosses geographic and park operating units, it is easy to track and report to our unitholders on a regular basis, and because it is a primary factor in assessing free cash flow available for distributions which we believe is one of the key investment areas of focus for our unitholders.executive’sexecutive's contribution to the Partnership.Company. We recognize and consider many factors in assessing an individual’sindividual's value. In general, we work within ranges of base salary commensurate with the executive’sexecutive's scope of responsibilities and use our cash incentive and unit-based award programs to challenge the executive to achieve superior annual and long-term results for the benefit of the PartnershipCompany and its unitholders. Because a significant portion of this compensation is dependent on performance results, an executive’sexecutive's actual total compensation can vary considerably if we have a year that exceeds, or fails to meet, expectations. We believe that this is a fair result and appropriately motivates our executives to achieve peak corporate performance over the long term. The range of targetedDuring the latter part of 2011 and the first part of 2012, the Compensation Committee had the opportunity to reassess the Company’s compensation practices, processes and levels in connection with multiple promotions and movement in our executive officer ranks. Preliminary Copyin October 2011 to assist with athe annual review of our historical compensation practices and an assessment of the effectiveness of these practices. Since their engagement in 2011, Hay Group has participated in almost all Compensation Committee meetings and has performed no other services for the Company or for management other than to provide advice and counsel to the Compensation Committee in accordance with the Compensation Committee’sCommittee's instructions from time to time.Committee’sCommittee's instructions, Hay Group completed a comprehensive reviewmarket assessment and participated in a risk assessment of our executive compensation program in March of 2012for 2013 compensation strategy planning and made recommendations on possible changes to the program structure. The Hay Group analysis included a review of our cash incentive program and long-term incentive program, and change-in-control arrangements.program. Hay Group also conducted a study of compensation levels for certain of our executive positions as compared to compensation levels for similar positions at comparable companies, including levels of base salaries, target total cash compensation (i.e., base salary and target bonus) and total direct compensation (i.e., base salary, target bonus and long-term incentive). Hay Group also assisted the Committee in assessing market practices with respect to executive and director equity ownership guidelines.companies. companies. The selection of peer group members focused on U.S. publicly traded companies with a significant focus on recreation and entertainment, with similar business models to ours, with annual revenues between 1/2 ½ to 2 1/2 ½ times our revenues and with a market capitalization comparable to ours. The goal was for peer group companies to meet the majority of these criteria. The Compensation Committee believes that the following peer group presented an accurate picture of industry practices for the 20122013 fiscal year:Ameristar Casinos, Inc.DreamWorks Animation, Inc.Pinnacle Entertainment, Inc.Ryman Hospitality Properties,Sea World Entertainment Inc.Marcus Corporation Cinemark Holdings, Inc. Marriott Vacations Worldwide Vail Resorts, Inc.Cinemark Holdings,DreamWorks Animation, Inc.Pinnacle Entertainment, Inc. December 2012, the Compensation Committee as partFebruary of its ongoing review process requested that Hay Group undertake an interim review of the peer group and ensure appropriate alignment with the Committee’s selection criteria. 2014 CEC Entertainment, Inc. was acquired by Apollo Global Management, LLC.As a result of this review, we added two new companies (Marcus Corporationthe acquisition CEC is now privately-held and SeaWorld Entertainment, Inc.). We alsoCEC’s common stock is no longer trading on the NYSE and therefore CEC will be removed two companies that previously had been part offrom our peer group (Ameristar Casinos, Inc., purchased by Pinnacle) and Gaylord Entertainment Co. (converted to a REIT) due to fundamental changes in their business structure. The revised peer group meets the established peer group criteria and the desired level of balance among the peer group companies in terms of revenue and market capitalization. Therefore, subject to any further changes to the peer group, we expect that our review of compensation for fiscal year 2013 will be based on the revised peer group.20122013 executive compensation, we used the data from the peer group to assess market practices for executive pay, the use and mix of pay devices, and perquisites and benefits. Our objective was to provide base salaries within a competitive range relative to 50% of our peer group and to provide total direct compensation that is within a competitive range relative to 50% up to 75% of our peer group and aligned with survey based data. OurIn 2013, the total pay opportunities for our executives in fiscal year 2012 fell within 32 to 64 percentiledirect compensation of four of our named executives officers fell below the targeted percentile range for the identified peer group, reflectinggroup. As a result, in the fall of 2013 the Committee in consultation with Hay Group reviewed the total direct compensation of our movement away from cash-basedexecutive officers and made adjustments to executive compensation and towards equity-weighted compensation opportunities for our namedlevels of certain officers in order to better align executive officers.Preliminary Copymultiple updates and modifications following this collaborative process,the recommended enhancements, all of which were in place for 2012.officer’sofficer's recommendations in accordance with the applicable compensation plans and in turn reports its recommendations to the Board for its approval. Decisions regarding the chief executive officer’sofficer's compensation are made by the Compensation Committee, together with the Board of Directors, based upon its review of his performance and the Partnership’sCompany's performance.officers’officers' performance against their established targets and achievement of their individual performance objectives and based upon that determination, prepares calculations with respect to cash incentive payouts and equity compensation awards for the current year, as well as recommendations for compensation adjustments for the coming year. The chief executive officer generally presents this report to the Compensation Committee and to the Board in October, and provides a final review in February of the subsequent year when financial results have been finalized and final review of the achievement of individual goals has been completed. Based on PartnershipCompany performance, park performance and individual performance, the Compensation Committee makes final calculations with regard to cash incentive payouts, equity compensation awards and recommends any compensation adjustments, subject to Board approval and final audited results.AprilFebruary of 2013,2014, the Compensation Committee assessed the independence of the compensation consultant in accordance with the Securities and Exchange Commission (“SEC”("SEC") rules and concluded that the compensation consultant’sconsultant's work for the Compensation Committee does not raise any conflicts of interest.20122013 Executive Compensationunitholders’unitholders' interests and job responsibilities.Preliminary CopyCompensation Element Principal Objectives - Cash Incentive Compensation- Cash- Time-Based- Restricted Unit Awards- Performance Unit Awards- Unit Options and the achievement of our mission and key business objectives, and each named executive officer’sofficer's commitment to the interests of our unitholders.Company’sCompany's 401(k) plan which is available to all our eligible employees. Benefits- Health, Life and Disability BenefitsGivenrigorous demands placed on the named executive officers, we have a vested interest in their health and security.competitiveness of compensation packages.Change in Control Protection in Employment Agreements executive’sexecutive's salary and consider the total direct compensation that is represented by salary, cash incentive awards and unit-based awards. The mix of compensation and relative levels of each element is position dependent and may vary year-to-year.2012,2013, we refinedupdated the long-term equity incentive compensation component to place more emphasis on performance and alignment with the interests of our unitholders. In doing so, we believe that performance is focused on long-term value creation and does not encourage executives to take unreasonable risks with respect to the business. Accordingly, the long-term incentive compensation component for each named executive officer for 2012 included a mix of performance units, options and time-vested restricted units, and those awards represent 25%, 25% and 50%, respectively, of the executive’s target long-term incentive compensation. We expect in future years that the mix of the long-term incentive compensation will continue to be reflective of an increased emphasis on performance and alignment with the interests of our unitholders.Compensation Mix—2013 UpdateFor 2013, the Compensation Committee focused on the long-term incentive compensation plan design and was committed to adjusting the relative weighting of the incentive components to ensure that it both aligned with market practices and was performance-based. As a result, the Compensation Committee adopted anPreliminary Copywill now includeincluded performance units (50%), time-based restricted units (25%), and options (25%).2012,2013, (i) the average target percentage of cash compensation in comparison to equity compensation and (ii) the average target percentage of fixed compensation in comparison to variable compensation and (ii) the average target percentage of cash compensation in comparison to equity compensation.2012 Executive Compensation-Fixed vs. VariableCompensation
2012 Executive Compensation-Cash vs. EquityCompensation
executive’sexecutive's scope of responsibilities, performance, current compensation levels, tenure with the PartnershipCompany and other experience. We do not consider the earnings of prior long-term incentive awards or retirement plans when determining base salary compensation, as awards earned in prior years were earned for prior performance, and we do not believe they should be a factor in current compensation. Base salaries may be reviewed and adjusted from time to time, subject to the terms of applicable employment agreements. Based on the factors identified above, the Board, or the Compensation Committee, as the case may be, adjusts the base salary for each of the named executive officers on an annual basis and in connection with promotions or a substantial changeTables—Tables - Employment Agreements” for additional information on the terms of the employment agreements.officer’sofficer's salary, the Compensation Committee generally considers, among other things:officer’sofficer's performance, experience, skills and time in position.20122013 to, among other things, recognize successful transitions into new executive roles, reward thePreliminary Copyexecutive’s executive's contribution to a third-straight record year of Adjusted EBITDA in 2012, and better align base pay with market-based comparables. The base pay increases will alsowere intended to move total compensationthe base salaries for our named executive officers closer to the market-based total compensation percentile objective of 50% of our peer group. Base salaries for our named executive officers for 20132014 and 20122013 are indicated below:Named Executive Officer 2013 Annual Salary 2012 Annual Salary Ouimet $850,000 $850,000 Witherow $376,000 $350,000 Zimmerman $457,000 $425,000 Semmelroth $258,000 $250,000 Bender $335,000 $325,000 Named Executive Officer 2014 Annual Salary 2013 Annual Salary Ouimet $900,000 $850,000 Witherow $400,000 $376,000 Zimmerman $525,000 $457,000 Bender $350,000 $335,000 Milkie $350,000 $335,000 year.year, unless revised during the negotiation of an employment agreement. The performance objectives may be individualized for each position and individual, may be expressed in multiple measures of performance, including individual, business unit, management unit and Partnership performance, and may be weighted differently between positions and individuals.ForIn 2012,For 2013, 85% of the target cash incentive awards for our named executive officers were based on an approved target consolidated Adjusted EBITDA for the fiscal year of $388.4$405 million and 15% of the target awards were based on the achievement of individual performance goals.$388.4$405 million and were interpolated for performance between those levels. Payouts of the company performance-based portion of the 20122013 cash awards were calculated at the following scale (with amounts interpolated between the various levels): Adjusted EBITDA of less than 85% of the target, 0% payout; Adjusted EBITDA of 85% of the target, 50% payout; Adjusted EBITDA of 100% of the target, 100% payout; and Adjusted EBITDA of 105% or more, 150% payout. Payout of the individual performance-based portion of the award was dependent on the achievement of a specified threshold, target or maximum number of individual performance goals, with payout at 50%, 100% and 150% for 20122013 awards. Maximum payout of the cash incentive awards were limited to 150% of the target award, and no cash incentive awards were eligible to be paid to the executives in the event that Adjusted EBITDA fell below the threshold level of performance or the Company was not able to pay a distribution during the applicable year due to loan covenants. Participants who leave employment prior to the date of payment forfeit any unpaid cash incentive award unless otherwise provided in an employment agreement. As a result, these awards are designed not only to motivate performance but also to encourage retention of key employees.2012,2013, the cash incentive opportunities for our chief executive officer and his direct reports included a clawback provision. This clawback provision has a 24-month lookbacklook back and is triggered upon a financial restatement that results in lower bonus payouts than originally delivered.Preliminary Copy2012Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 contained a provision, which when made effective through final SEC rulemaking and exchange listing standards, may require modifications to our clawback provisions.20122013 cash incentive awards, reflected as a percentage of 2013 base salary, in effect at that time, were as follows:Named Executive Officer Target Award in Dollars Target Award as a Percentage
of Base SalaryOuimet $850,000 100% Witherow $262,500 75% Zimmerman $318,750 75% Semmelroth $150,000 60% Bender $211,250 65% Named Executive Officer Target Award in Dollars Target Award as a Percentage of Base Salary Ouimet $1,007,500 115% Witherow $282,000 75% Zimmerman $342,750 75% Bender $217,750 65% Milkie $201,000 60% 2012,2013, the Company achieved record Adjusted EBITDA of $391.0$425.4 million which represented a 4.4%9% increase from the Company’s 2011Company's 2012 Adjusted EBITDA and based on this above-target performance achievement, the payouts of the Company performance-based portion of the cash incentive awards to each of the named executive officers who received awards were at 101.9%150% of their respective targets. In addition, each of our executives successfully achieved their individual performance goals, which was a significant contributing factor to our record results in 2012.2013. As a result, each was eligible for the payment of 150% of the individual performance-based portion of their respective targets.20122013 cash incentive payouts for the named executive officers are set forth below:Named Executive Officer 2012 Cash Incentive Cash Incentive as a Percentage
of 2012 Annual SalaryOuimet $927,478 109% Witherow $286,427 82% Zimmerman $347,804 82% Semmelroth $163,673 66% Bender $230,505 71% Named Executive Officer 2013 Cash Incentive Cash Incentive as a Percentage of 2013 Annual Salary Ouimet $1,511,250 173% Witherow $423,000 113% Zimmerman $514,125 113% Bender $326,625 98% Milkie $301,500 90% 2012.Prior to the adoption of the updated long-term incentive program in March of 2012, we relied primarily on our phantom unit awards to provide long-term incentives to our executive officers, with certain members of management having received performance unit awards. We utilized these types of awards because we believe they give key employees a proprietary and vested interest in our growth and performance and align key employees’employees' interests with those of our unitholders, while providing us a cost effective means of compensation. We also believe that the vesting schedule for these awards aids us in retaining executives and motivates superior performance over the long term because the payment of the awards is forfeited if the executive is no longer employed by us as of the vesting date, unless otherwise provided in an employment agreement or grant agreement.Preliminary CopyLong-Term Incentive Compensation—2012Committee’sCommittee's desire to migrate to a more performance-based approach with a continuing emphasis on alignment with unitholder interests. In 2012,That re-alignment resulted in unit based awards to each named executive officer received a unit-based award performance unit awards and options. In 2012,2013, the target awards were allocated 50%, 25% and 25%, respectively, among these types of awards.awards, representing an increased emphasis on performance units versus 2012. The target long-term incentive award value was determined as a percentage of base salary and then converted to a number of units for each named executive officer.officer, based on the unit price on the day before the grant date. The long-term incentive awards have rolling three-year performance periods. Options vest in annual increments over a three-year period. TheUnless otherwise provided in an employment agreement, performance unit awards and restricted unit awards require continuous employment through the payment date, subject to certain exceptions, and accrue distribution equivalents. Restricted units are non-transferable during the restricted period.2012,2013, award recipients were eligible to receive up to a specified percentage of the target number of potential performance units for a particular performance period. The number of units payable is dependent on the level of attainment of the performance objectives specified for the performance period, as determined by the Committee, and no awards will be paid if the threshold level of performance is not achieved. Awards for 20122013 have a performance period of January 1, 2012—2013 - December 31, 2014,2015, and are based on the level of achievement of cumulative AdjustedEBITDA versus the target during that period. Payouts of the 20122013 awards will be at the following scale (with amounts interpolated between the various levels): cumulative Adjusted EBITDA of less than 85% of the target, 0% payout; cumulative Adjusted EBITDA of 85% of the target, 50% payout; cumulative Adjusted EBITDA of 100% of the target, 100% payout; and cumulative Adjusted EBITDA of 105% or more, up to a maximum payout of 150% of the target.Time-Based Phantom Unit AwardsTime-based phantom unit awards are intended to assist in retaining our executive team in order to accomplish our strategic and long-term objectives. Ms. Semmelroth commenced her employment as Chief Marketing Officer in February of 2012. Ms. Semmelroth received an initial award of 15,000 time-based phantom units in connection with the commencement of her employment with a grant date value of approximately $418,650. These phantom units will vest in two equal installments in February of 2014 and February of 2015, if Ms. Semmelroth remains employed as of each payment date, subject to the terms of her award agreement. The phantom units subject to this award accrue additional phantom units from distributions that we make, subject to the same vesting terms and conditions.MarchFebruary of 2012,2013, we made time-based restricted unit awards to each named executive officer. The restricted period on the awards will lapse upon the executive’sexecutive's continuous employment through the restricted period which expires on December 31, 2014 and the awards will thereafter be unrestricted, unless otherwise provided in an employment agreement or grant agreement. These awards accrue distribution equivalents when we make distributions, which will be paid out upon the lapse of the restriction period along with the original awards. The March 2012 time-based restricted unit awards were as follows:Named Executive OfficerMarch 2012Restricted Unit AwardsOuimet28,784Witherow5,926Zimmerman7,196Semmelroth3,175Bender4,127Preliminary CopyThese time-based restricted unit awards were made in furtherance of the goal of retaining our executive team in order to accomplish our strategic and long-term objectives.Restricted Unit Awards—One Time Retention AwardsIn October 2012, we made time-based restricted unit awards to each named executive officer. The restricted period on the awards will lapse upon the participant’s continuous employment through October 24, 2015 and the awards will thereafter be unrestricted, unless otherwise provided in an employment agreement or grant agreement. These awards accrue distribution equivalents when we make distributions, which will be paid out upon the lapse of the restrictionrestricted period along with the original awards. The October 2012 one-time retentionFebruary 2013 time-based restricted unit awards were as follows:Named Executive Officer October 2012Ouimet 28,13711,502Witherow 9,8542,544Zimmerman 11,965Semmelroth7,0383,092Bender 1,700 Milkie 9,1501,700grantedmade in considerationfurtherance of the important roles that the namedgoal of retaining our executive officers playedteam in order to accomplish our execution of the FunForward initiativestrategic and successful C-suite transition during 2012, as well as the impact of our previous cash-based compensation philosophy and the resulting lack of insider ownership. The one-time, October 2012 time-based restricted unit awards further our stated goals of establishing a foundation of equity ownership to support further enhancement of a performance based approach to equity awards, an increase in executive stock ownership, and migration of employees to identified market based total compensation percentile objectives, and retention of key employees.MarchFebruary of 2012,2013, we made Performance Unit Awards to each named executive officer. The awards are subject to the achievement of the performance targets set by the Compensation Committee for the performance period of January 1, 2012—2013 - December 31, 2014,2015, and are based on the level of achievement of cumulative AdjustedEBITDA versus the target during that period. The target numbers of units for the March 2012February 2013 performance unit awards were as follows:Named Executive Officer March 2012Ouimet 14,39223,004Witherow 2,9635,088Zimmerman 3,598Semmelroth1,5876,184Bender 2,064As the performance periods for each of the 2008, 2009, 2010 and 2011 awards all ended on December 31, 2011, 50% of the performance units for each year vested and were paid out in March 2012. The remaining 50% vested and were paid in March 2013. Each year’s awards were to be paid based on a sliding scalePreliminary Copyof performance objectives for the applicable performance period, tied to the achievement of specified levels of cumulative Adjusted EBITDA.The goals for the June 2, 2008 through December 31, 2011 performance period were as follows:3,400 Cumulative Adjusted EBITDAMilkiePayout Percentage> $1,456 million75%> $1,411 million50%< $1,381 million0%3,400The goals for the 2009, 2010 and 2011 awards were set at levels consistent with the 2008—2011 targets. All of the 2008, 2009, 2010 and 2011 awards were paid out at 65% of the maximum level, based on achievement of cumulative Adjusted EBITDA of $1,438 million from June 2, 2008 through December 31, 2011, and based on the equivalent level of achievement of Adjusted EBITDA for the performance period applicable to the relevant award.The compensation structure was modified so that twenty-five20122013 annual long-term incentive awards was composed of unit options. These options were granted with an exercise price equal to the closing price of the Company’sCompany's units on the day before the grant date. Options remain outstanding for up to ten years from grant and vest in three equal annual installments beginning one year from the date of grant. Options provideFor 2014, we have shifted away from the most direct link to absolute unitholder returnsuse of option grants in favor of emphasizing long-term incentive grants by utilizing performance unit grants with a three-year performance period and due to their 10-year term, provide a longer-term focus than other pay elements.2012,2013, the Compensation Committee had determined to grant the following unit options to the executives:Named Executive Officer 2012Ouimet 86,387122,492Witherow 17,78627,092Zimmerman 21,597Semmelroth9,52832,929Bender 18,104 Milkie 12,38618,1042014-2016 Total Unitholder Return relative to Peer Group % of Units Earned Greater than the Median of the Peer Group 100% 90% 75% and Change in Control Arrangements In addition, we had an employment agreement with Mr. Kinzel during his employment, which ended on January 3, 2012. These employment agreements serve as the starting point from which the Compensation Committee then continues the process in setting executive compensation. We believe that it is in the best interests of the Company to enter into multi-year employment agreements with our executive officers because the agreements foster long-term retention while still allowing the Compensation Committee to exercise considerable discretion in designing incentive compensation programs.Preliminary Copy2012,2013, in consultation with our compensation consultant and outside legal counsel, we updatedamended and restated our executive employment contracts. Existing contracts for Messrs. Ouimet, Zimmermanagreement with Matthew A. Ouimet. The new agreement took effect on October 21, 2013 and Bender were modified to:add a clawback provision allowing the Company’s Board of Directors, in appropriate circumstances, to require reimbursement of incentive compensation paid within the preceding twenty-four months.will terminate December 31, 2016. Under the clawback provision the Company’s Board of Directors may require the executiveagreement, Mr. Ouimet's base salary was increased from $850,000 to return his incentive compensation if (i) the payment$900,000, which was predicated upon achieving certain financial results that were subsequently theretroactive to July 1, 2013. Mr. Ouimet will not be eligible for an increase in base salary until after June 2015. Mr. Ouimet's base salary will be reviewed from time to time but will not be subject of a substantial restatement of the Company’s financial statements filed with the SEC, (ii) the Board of Directors determines that the executive engaged in intentional misconduct that caused or substantially caused the need for the substantial restatement, and (iii) a lower payment would have been made based upon the restated financial results;eliminate threshold levels for incentive cash bonuses and annual equity awards that had been includedto decrease except in the prior employment agreements. Duringevent of salary reductions applicable to substantially all of our senior executives. Under the agreement, during his employment period, executives areMr. Ouimet is eligible to (i) participate in the Company’sour cash incentive compensation plans and equity incentive plans, including the Company’sour 2008 Omnibus Incentive Plan, at a level appropriate to theirhis position and performance, as determined by the Company’s BoardBoard. Per the terms of Directorsthe amended employment contract, the target cash incentive award for 2013 was based on the performance metrics established in February 2013and the targeted cash award for 2013 was calculated as a blend of 110% of $850,000 and (ii) receive an120% of $900,000, both prorated for actual time the base salaries were in effect for 2013. For 2014, the target award will be 120% of his base salary. For 2014 and thereafter, the maximum annual cash incentive award as determinedpayable by the Company’s BoardCedar Fair is 180% of Directors on an annual basis;eliminate evergreen renewal provisions and add a provision requiring that prior to the expirationhis base salary, (which represents 150% of the employment period, a noticetarget) and the minimum payment threshold is 90% of intention to enter into a new employment agreement is required; andmodify the manner in which severance payments are calculated related to change-in-control events and in connection with certain termination events.In 2012, we also entered into new employment contracts with Mr. Witherow and Ms. Semmelroth that contain the updated provisions above and are consistent with our standard platform for executive employment contracts.or her employment agreement, then the executive does not participate in the change-of-control plan while the employment agreement is in effect. In addition, certain of our incentive plans contain termination and change-in-control provisions. Our compensation consultant reviewed our change-in-control arrangements in connection with its review of our compensation programs and determined that our arrangements were appropriate and consistent with market terms. The agreements that would apply to our named executive officers in a termination and change-in-control situation are discussed in more detail under “Potential Payments Upon Termination or Change in Control” below.Preliminary CopyCommittee’sCommittee's recommendation, by the Board, in its sole discretion. Our contributions to this plan for our named executive officers are included in the “All Other Compensation” column of the Summary Compensation Table on page 23. In addition, Mr. Kinzel participated inseveral of our Amended and Restated Supplemental Retirement Program described on page 34 while employed with us and received certain cash payments during 2012executives have accounts under the program as a result of his retirement. Additional contributions to this plan were discontinued on May 2004, and we do not intend to have any other executive officers participate in this plan. In February 2008, we adopted theour 2008 Supplemental Retirement Plan, to provide supplemental retirement benefits to a broader group of executives, which is described on page 35.33, including Mr. Milkie. Additional contributions to this plan were discontinued in 2011, and we do not intend to have any other executive officers participate in this plan.allowenhance the competitiveness of our executives to work more efficientlycompensation packages and represent a small percentage of overall compensation. Mr. Ouimet’sOuimet's employment agreement provides for supplemental compensation at an annual rate of $50,000, which is intended to provide for a fixedan annual amount in lieu of most individual perquisites other than one-time relocation expenses, an annual physical exam, and de minimis perquisites such as discounts on our products.20122013 we provided Messrs. Zimmerman, Witherow, and Bender and Ms. SemmelrothMilkie, with automobile allowances. We also offered our named executive officers discounts on PartnershipCompany products and covered certain relocation expenses for Ms. Semmelroth.Mr. Zimmerman. See footnoteFootnote 4 to the Summary Compensation Table on page 23 for a discussion of when the value of perquisites is reported in that table.Partnership’sCompany's performance is focused on long-term value creation and does not encourage our executives to take unreasonable risks with respect to our business.Preliminary Copy20122012.2013. The table also summarizes, for each of our named executive officers for 20122013 who was also one of our named executive officers for 2012 and 2011, and/or 2010, the total compensation paid to or earned by the officer for the fiscal years ended December 31, 20112012 and 2010.(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Name and
Principal Position Year Salary Bonus Unit
Awards
(1) Option
Awards
($) (2) Non-Equity
Incentive Plan
Compensation
(3) Change in
Pension Value
and
Non-qualified
Deferred
Compensation
Earnings All Other
Compensation
(4) (5) Total 2012 $ 850,000 $ - $ 2,274,414 $ 425,024 $ 927,478 $ - $ 65,654 $ 4,542,570 2011 $ 400,685 $ 416,712 (7) $ 1,500,000 $ - $ - $ - $ 28,738 $ 2,346,135 2012 $ 346,527 (9) $ - $ 612,506 $ 87,507 $ 286,427 $ - $ 19,237 $ 1,352,204 2011 $ 191,109 $ 15,000 (7) $ 85,402 $ - $ 69,564 $ - $ 27,778 $ 388,853 2012 $ 425,000 $ - $ 743,744 $ 106,257 $ 347,804 $ - $ 19,451 $ 1,642,256 2011 $ 346,644 $ - $ 50,000 $ - $ 202,800 $ - $ 19,635 $ 619,079 2010 $ 315,500 $ - $ 55,000 $ - $ 135,034 $ - $ 20,869 $ 526,403 2012 $ 218,579 (10) $ - $ 809,262 $ 46,878 $ 163,673 $ - $ 80,811 $ 1,319,203 2012 $ 325,000 $ - $ 507,828 $ 60,939 $ 230,505 $ - $ 19,451 $ 1,143,723 2011 $ 299,504 $ - $ 85,000 $ - $ 197,392 $ - $ 19,635 $ 601,531 2010 $ 277,000 $ - $ 53,000 $ - $ 177,834 $ - $ 20,869 $ 528,703 2012 $ 117,615 (11) $ - $ - $ - $ - $ - $ 10,172,514 (11) $ 10,290,129 2011 $ 1,390,000 $ - $ 1,600,000 $ - $ 1,445,600 $ 62,014 (12) $ 52,481 $ 4,550,095 2010 $ 1,340,000 $ - $ 1,600,000 $ - $ 1,433,800 $ 60,039 (12) $ 53,709 $ 4,487,548 (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Name and Principal Position Year Salary ($) Bonus ($) Unit Awards ($) (1) Option Awards ($) (2) Non-Equity Incentive Plan Compensation ($) (3) Change in Pension Value and Non-qualified Deferred Compensation Earnings ($) All Other Compensation ($) (4) (5) Total ($) 2013 $ 875,000 (6 ) $ — $ 1,274,997 $ 425,047 $ 1,511,250 $ — $ 81,611 $ 4,167,905 President and 2012 $ 850,000 $ — $ 2,274,414 $ 425,024 $ 927,478 $ — $ 65,654 $ 4,542,570 Chief Executive Officer 2011 $ 400,685 $ 416,712 (7 ) $ 1,500,000 $ — $ — $ — $ 28,738 $ 2,346,135 2013 $ 376,000 $ — $ 282,002 $ 94,009 $ 423,000 $ — $ 31,521 $ 1,206,532 Executive Vice President 2012 $ 346,527 (9 ) $ — $ 612,506 $ 87,507 $ 286,427 $ — $ 19,237 $ 1,352,204 and Chief Financial Officer 2011 $ 191,109 $ 15,000 (7 ) $ 85,402 $ — $ 69,564 $ — $ 27,778 $ 388,853 Richard A. Zimmerman 2013 $ 457,000 $ — $ 342,748 $ 114,264 $ 514,125 $ — $ 30,945 $ 1,459,082 Chief Operating Officer 2012 $ 425,000 $ — $ 743,744 $ 106,257 $ 347,804 $ — $ 19,451 $ 1,642,256 2011 $ 346,644 $ — $ 50,000 $ — $ 202,800 $ — $ 19,635 $ 619,079 H. Philip Bender 2013 $ 335,000 $ — $ 188,445 $ 62,821 $ 326,625 $ — $ 20,171 $ 933,062 Executive Vice President 2012 $ 325,000 $ — $ 507,828 $ 60,939 $ 230,505 $ — $ 19,451 $ 1,143,723 of Operations 2011 $ 299,504 $ — $ 85,000 $ — $ 197,392 $ — $ 19,635 $ 601,531 Duffield E. Milkie 2013 $ 335,000 $ — $ 188,445 $ 62,821 $ 301,500 $ — (10 ) $ 20,171 $ 907,937 Corporate Vice President and General Counsel (1) 2011 or 2010,2011, as applicable, pursuant to the 2008 Omnibus Incentive Plan. The 20122013 amount for each executive includes the grant date fair value for the March 2012 restricted unit awards, the October 2012February 2013 restricted unit awards and the March 2012February 2013 performance unit awards for the 2012-20142013-2015 performance period. The 2012 amount for Ms. Semmelroth also includes the grant date fair value of her February 2012 time-based phantom unit award. The amounts included in the table for the 2012-20142013-2015 performance unit awards were computed based on the probable outcome of the performance conditions for the awards on the grant date (i.e., the target level of performance). The ASC Topic 718 grant date fair values of the 2012-20142013-2015 performance unit awards by executive assuming target and maximum levels of performance are as follows: Mr. Ouimet—$424,996Ouimet - $849,998 (target), $637,494$1,274,997 (maximum); Mr. Witherow—$87,497Witherow - $188,002 (target), $131,261$282,003 (maximum); Mr. Zimmerman—$106,249Zimmerman - $228,499 (target), $159,373$342,749 (maximum); Ms. Semmelroth—$46,864Mr. Bender - $125,630 (target), $70,311$188,445 (maximum); and Mr. Bender—$60,950Milkie - $125,630 (target), $91,425$188,445 (maximum).Preliminary Copy and 2010 amounts in column (e) for Messrs. Ouimet, Zimmerman, Bender and KinzelBender include the aggregate grant date fair value of phantom unit awards to those executives during the applicable year.2011. Mr. Witherow’sWitherow's 2011 and 2010 amounts reflectamount reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of 2008-2011 performance unit awards made during the fiscal yearsyear ended December 31, 2011 and 2010 pursuant to the 2008 Omnibus Incentive Plan based on the maximumWitherow’sWitherow's 2008-2011 performance unit awards ultimately paid out at the 65% level, as further discussed below under “Narratives to Summary Compensation and Grants of Plan Based Awards Tables—Tables - Performance Unit Awards—Awards - 2008-2011 Performance Units.”87 to the Partnership’sPartnership's audited financial statements for the fiscal year ended December 31, 2012,2013, included in the Partnership’sPartnership's Form 10-K/A10-K filed with the Securities and Exchange Commission on May 10, 2013.February 26, 2014.(2) March 2012.the applicable year. Assumptions used in the calculation of these amounts are discussed in Note 87 to the Partnership’sPartnership's audited financial statements for the fiscal year ended December 31, 2012,2013, included in the Partnership’sPartnership's Form 10-K/A10-K filed with the Securities and Exchange Commission on May 10, 2013.(3) 2011 and 2010.2011. See the discussion under “Cash Incentive Program Awards and Bonuses” on page 2827 for additional information.(4) (other than Ms. Semmelroth), 401(k) matching contributions of 3% of pay and reflect for Messrs. Witherow, Zimmerman and Bender, profit sharing contributions of 4% of pay up to the respective limitations imposed under rules of the Internal Revenue Service. The 20122013 profit sharing contributions for Messrs. Witherow, Zimmerman and Bendereach named executive officer were approximately $11,951. Ms. Semmelroth was not eligible for 401(k) matching or profit sharing contributions in 2012 because employees must complete one year of service before becoming eligible. $12,520. The amounts in column (i) also reflect, for each named executive officer for whom the total value of perquisites received in a given year was at least $10,000, the aggregate value of perquisites received in that year. The 20122013 amount shown in column (i) for Mr. Ouimet includes the aggregate value of the following: supplemental compensation earned for 20122013 under Mr. Ouimet’sOuimet's employment agreement ($50,000); relocation expenses andamounts paid by the cost of an annual physical exam provided to Mr. Ouimet in accordance with his employment agreement;company during contract negotiations; and discounts on Partnership products and services. See “Employment Agreements” for additional discussion of Mr. Ouimet’sOuimet's employment agreement. The 2012 amount shown in column (i) for Ms. Semmelroth includes the aggregate value of relocation expenses ($72,411) and an automobile and gas allowance. The 20112013 amount shown in column (i) for Mr. Witherow includes the cost of a physical exam. The 2013 amount paid toshown in column (i) for Mr. Witherow to cover taxes associated with his special discretionary cash bonus for 2011 described below in footnote (7).Zimmerman includes the cost of a physical exam and relocation expenses. For additional discussion of contributions that we make for our named executive officers under our Retirement Savings Plan and of perquisites we provide our named executive officers, see “Compensation Discussion and Analysis –- Elements of 20122013 Executive Compensation –- Retirement Programs” and “Compensation Discussion and Analysis –- Elements of 20122013 Executive Compensation –- Perquisites and Supplemental Compensation.”(5) Preliminary Copy(6) 2012, upon Mr. Kinzel’s retirement.(7) Mr.WitherowMr. Witherow was awarded a special discretionary cash bonus in 2011 in recognition him being instrumental in running our corporate finance division and providing continuity following the departure of our former chief financial officer, which was in addition to his 2011 cash incentive award reported in column (g).(8) (9) Witherow’sWitherow's 2012 annual salary of $350,000 was effective shortly after the beginning of the year, and the 2012 amount in column (c) of the Summary Compensation Table for him iswas prorated accordingly.(10) Ms. Semmelroth joined Cedar Fair in February 2012. Ms. Semmelroth’s annual salary was set at $250,000 at the time of her hire, and she received a prorated portion of her 2012 annual salary for the portion of the year she was employed. The prorated amount is reported in column (c) of the Summary Compensation Table.(11)Mr. Kinzel’s 2012 amount in column (c) includes $10,692 of salary earned for 2012 until his retirement and $106,923 of accrued and unused vacation that was paid to him upon his retirement. His 2012 amount in column (i) includes Board fees of $185,000 for his service as a non-employee director in 2012 and the following payments and benefits that were made or accrued to Mr. Kinzel in connection with his retirement: earned but unpaid salary for 2011 (approximately $53,462); the unpaid portion of Mr. Kinzel’s cash incentive award for 2011 ($413,525); the market value associated with the vesting of all of Mr. Kinzel’s outstanding equity awards (approximately $9,254,236); post-retirement lifetime health coverage benefits for Mr. Kinzel and his spouse (estimated value of $190,863); his 2012 life insurance policy premium; and the present value of the remaining life insurance premiums that we will pay in future years for that policy ($47,519). Mr. Kinzel’s 2012 column i) amount also includes the value attributable to discounts on our products and 401(k) and profit sharing matching contributions further discussed in footnote (4).(12)The 2011 and 2010 amounts in column (h) for Mr. Kinzel reflect the aggregate positive change in actuarial present value of his accumulated benefits from the prior year under the Amended and Restated Supplemental Retirement Program. Mr. Kinzel’s account under the Amended and Restated Supplemental Retirement Program vested and was paid in connection with his retirement in 2012. The value of that payment is excluded from the Summary Compensation Table pursuant to Securities and Exchange Commission rules and is included in the Pension Benefits Table below, as further discussed on page 34.Preliminary Copy2012(a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) Name Grant
Date Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards (1) Estimated Future Payouts Under
Equity Incentive Plan Awards All Other
Unit Awards:
Number of
Units (#) All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) Exercise or
Base Price
of Option
Awards
($) Grant Date
Fair Value
of Unit
and Option
Awards
($) Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#) 3/27/12 $ - $ - $ - - - - - 86,387 $ 29.53 $ 425,024 3/27/12 $ - $ - $ - - 14,392 (2) 21,588 (2) - - $ - $ 424,996 3/27/12 $ - $ - $ - - - - 28,784 (3) - $ - $ 849,992 10/29/12 $ - $ - $ - - - - 28,137 (3) - $ - $ 999,426 - $ - $ 850,000 $ 1,275,000 - - - - - $ - $ - 3/27/12 $ - $ - $ - - - - - 17,786 $ 29.53 $ 87,507 3/27/12 $ - $ - $ - - 2,963 (2) 4,445 (2) - - $ - $ 87,497 3/27/12 $ - $ - $ - - - - 5,926 (3) - $ - $ 174,995 10/29/12 $ - $ - $ - - - - 9,854 (3) - $ - $ 350,014 - $ - $ 262,500 $ 393,750 - - - - - $ - $ - 3/27/12 $ - $ - $ - - - - - 21,597 $ 29.53 $ 106,257 3/27/12 $ - $ - $ - - 3,598 (2) 5,397 (2) - - $ - $ 106,249 3/27/12 $ - $ - $ - - - - 7,196 (3) - $ - $ 212,498 10/29/12 $ - $ - $ - - - - 11,965 (3) - $ - $ 424,997 - $ - $ 318,750 $ 478,125 - - - - - $ - $ - 2/15/12 $ - $ - $ - - - - 15,000 (4) - $ - $ 418,650 3/27/12 $ - $ - $ - - - - - 9,528 $ 29.53 $ 46,878 3/27/12 $ - $ - $ - - 1,587 (2) 2,381 (2) - - $ - $ 46,864 3/27/12 $ - $ - $ - - - - 3,175 (3) - $ - $ 93,758 10/29/12 $ - $ - $ - - - - 7,038 (3) - $ - $ 249,990 - $ - $ 150,000 $ 225,000 - - - - - $ - $ - 3/27/12 $ - $ - $ - - - - - 12,386 $ 29.53 $ 60,939 3/27/12 $ - $ - $ - - 2,064 (2) 3,096 (2) - - $ - $ 60,950 3/27/12 $ - $ - $ - - - - 4,127 (3) - $ - $ 121,870 10/29/12 $ - $ - $ - - - - 9,150 (3) - $ - $ 325,008 - $ - $ 211,250 $ 316,875 - - - - - $ - $ - - $ - $ - $ - - - - - - $ - $ - (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) Estimated Future Payouts Under Equity Incentive Plan Awards All Other Unit Awards: Number of Units (#) All Other Option Awards: Number of Securities Underlying Options (#) Exercise or Base Price of Option Awards ($) Grant Date Fair Value of Unit and Option Awards ($) Name Grant Date Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) Ouimet 2/26/13 $ — $ — $ — — — — — 122,492 $ 36.95 $ 425,047 2/26/13 $ — $ — $ — 11,502 23,004 (2 ) 34,506 (2 ) — — $ — $ 849,998 2/26/13 $ — $ — $ — — — — 11,502 (3 ) — $ — $ 424,999 — $ 503,750 $ 1,007,500 $ 1,511,250 — — — — — $ — $ — Witherow 2/26/13 $ — $ — $ — — — — — 27,092 $ 36.95 $ 94,009 2/26/13 $ — $ — $ — 2,544 5,088 (2 ) 7,632 (2 ) — — $ — $ 188,002 2/26/13 $ — $ — $ — — — — 2,544 (3 ) — $ — $ 94,001 — $ 141,000 $ 282,000 $ 423,000 — — — — — $ — $ — Zimmerman 2/26/13 $ — $ — $ — — — — — 32,929 $ 36.95 $ 114,264 2/26/13 $ — $ — $ — 3,092 6,184 (2 ) 9,276 (2 ) — — $ — $ 228,499 2/26/13 $ — $ — $ — — — — 3,092 (3 ) — $ — $ 114,249 — $ 171,375 $ 342,750 $ 514,125 — — — — — $ — $ — Bender 2/26/13 $ — $ — $ — — — — — 18,104 $ 36.95 $ 62,821 2/26/13 $ — $ — $ — 1,700 3,400 (2 ) 5,100 (2 ) — — $ — $ 125,630 2/26/13 $ — $ — $ — — — — 1,700 (3 ) — $ — $ 62,815 — $ 108,875 $ 217,750 $ 326,625 — — — — — $ — $ — Milkie 2/26/13 $ — $ — $ — — — — — 18,104 $ 36.95 $ 62,821 2/26/13 $ — $ — $ — 1,700 3,400 (2 ) 5,100 (2 ) — — $ — $ 125,630 2/26/13 $ — $ — $ — — — — 1,700 (3 ) — $ — $ 62,815 — $ 100,500 $ 201,000 $ 301,500 — — — — — $ — $ — (1) 20122013 cash incentive awards that were based on the achievement of the Company and individual performance measures established in March 2012.February 2013. The threshold, target awardand maximum opportunities in column (c), (d) and (e), respectively, assume achievement of the threshold, target or maximum level of both the Company performance goals and individual performance goals. The maximum award opportunities in column (e) assume maximum achievement of both the Company and individual performance targets. There were no threshold payout levels associated with these awards.goals, as applicable. Actual amounts paid with respect to these awards are reported in column (g) of the Summary Compensation Table for 2012.2013. See “Compensation Discussion and Analysis” and “Narratives to Summary Compensation and Grants of Plan Based Awards Tables –- Cash Incentive Program Awards and Bonuses.”(2) 2012—2013 - December 31, 20142015 performance period. The threshold, target potential number of performance units that may be earned is set forth in column (g) and the maximum potential number of performance units that may be earned is set forth in columncolumns (f), (g) and (h). Payouts will be based on the level of achievement of consolidated Adjusted EBITDA versus specified threshold, target and maximum levels ofPreliminary CopyThere is no threshold payout level for these awards. See “Compensation Discussion Analysis –- Elements of 20122013 Compensation –- Performance Unit Awards” and “Narrative to Summary Compensation and GrantGrants of Plan Based Awards Tables –- Performance Unit Awards –- 2013-2015 and 2012-2014 Performance Units.”(3) March 2012February 2013 awards vest December 31, 2014. The October 2012 awards vest October 24, 2015.(4)Amount reflects time-based phantom units granted to Ms. Semmelroth under the 2008 Omnibus Incentive Plan. This award will be payable in cash equivalent or units, or a combination of both, as determined by the Compensation Committee, in two equal installments in February 2014 and February 2015.Preliminary Copyand Bender and Ms. Semmelroth.Milkie. It also summarizes terms of and the programs under which the compensation reflected in the tables for our named executive officers was awarded. A discussion of the compensation disclosed in the tables for Mr. Kinzel, our former president and chief executive officer who retired on January 3, 2012, is provided in a separate section at the end of this discussion captioned “Mr. Kinzel.” Additional information is provided in the “Compensation Discussion and Analysis” and “Potential Payments upon Termination or Change in Control” sections.December 2012.October 2013. The new agreement took effect on December 4, 2012October 21, 2013 and will terminate December 31, 2014.2016. Under the agreement, Mr. Ouimet receives aOuimet's base salary at an annual rate ofwas increased from $850,000 to $900,000, which increase was retroactive to July 1, 2013. Mr. Ouimet's base salary will be reviewed from time to time but will not be subject to decrease except in the event of salary reductions applicable to substantially all of our senior executives.executives and he will not be eligible for an increase in base salary until after June 2015. Under the current agreement, during his employment period, Mr. Ouimet is eligible to participate in our cash incentive compensation plans and equity incentive plans, including our 2008 Omnibus Incentive Plan, at a level appropriate to his position and performance, as determined by the Board. Per the terms of the amended employment contract, the target cash incentive award for 2013 was based on the performance metrics established in February 2013 and the targeted cash award was calculated as a blend of 110% of $850,000 and 120% of $900,000, both prorated for actual time the base salaries were in effect for 2013. For 2014, the target cash incentive award will be 120% of his base salary. Also, for 2014 and thereafter, the maximum annual cash incentive payable by Cedar Fair is 180% of his base salary (which represents 150% of the target) and the minimum payment threshold is 90% of the target performance threshold.amendmentamended and restated agreement also modifies the provisions with regard to the payment owed to Mr. Ouimet’sOuimet upon the termination of his employment agreement eliminated threshold levelswithout cause, for incentive cash bonusesdisability, or by his resignation for good reason (other than following a change in control) to two times his base salary, payable in a single lump sum and annualfurther provides that, if Mr. Ouimet's employment is terminated in certain situations, he becomes fully vested in any equity awards made under Cedar Fair’s Omnibus Incentive Plan that had been included invest within 18 months after his prior employment agreement and that applied to Mr. Ouimet’s cash bonus/incentive and equity awards reflected in the tables for 2011 and 2012.termination of employment. Any Omnibus Plan awards will immediately vest upon a change in control under the agreement, and any calendar year cash bonuses are to be paid to Mr. Ouimet at the same time as our other senior executives and no later than March 15 following the end of the year. Mr. Ouimet generally must be employed on the last day of the year to receive a cash bonus for that year, but the agreement specifies certain situations where a termination of employment would not result in forfeiture of a cash bonus. See the “Potential Payments Upon Termination or Change in Control” section for detailed descriptions of those situations. Mr. Ouimet’sOuimet's agreement provides for supplemental compensation at an annual rate of $50,000, payable in monthly installments and for us to cover the cost of an annual physical exam and for certain relocation expenses.exam. The employment agreement does not limit the manner in which Mr. Ouimet may spend his supplemental compensation. In addition, Mr. Ouimet is eligible to participate in any benefit and compensation plans that we offer from time to time, including medical, disability, life insurance, 401(k) and deferred compensation plans, on the same basis as our other senior executives, and he is entitled to four weeks of annual paid vacation days. The agreement contains non-competition, confidentiality, non-disparagement and assignment of inventions provisions and a clawback provision in favor of Cedar Fair that is further described below.entered into new or amended and restatedhave employment agreements with Mr. Witherow (our executive vice president and chief financial officer), Mr. Zimmerman (our chief operating officer), Ms. Semmelroth (our executive vice president and chief marketing officer) and Mr. Bender (our executive vice president of operations), and Mr. Milkie (our corporate vice president and general counsel) which were effective December 4, 2012. The agreements with Messrs. Witherow and Bender and Ms. SemmelrothMilkie will terminate December 31, 2015, and the agreement with Mr. Zimmerman will terminate December 31, 2014. The new agreements entitle each executive to receive a specified annual base salary, which will be reviewed from time to time but will not be subject to decrease except in the event of salary reductions applicable to substantially all of our senior executives. The minimum annual base salary amounts specified in the agreements are: Mr. Witherow, $350,000; Mr. Zimmerman, $425,000; Ms. Semmelroth, $250,000;Mr. Milkie $325,000; and Mr. Bender, $325,000. During the employment period, each executive is eligible to participate in our cash incentive compensation plans and equity incentive plans, including our 2008 Omnibus Incentive Plan, at a level appropriate to his or her position and performance, as determined by the Board. The amendment to Mr. Zimmerman’s employment agreement eliminated threshold levels for incentive cash bonuses and annual equity awards that had been included in his prior employment agreement and that applied to Mr. Zimmerman’sPreliminary Copycash incentive and equity awards reflected in the tables for 2012. Any Omnibus Plan awards will immediately vest upon a change in control under the agreement, and any calendar year cash bonuses are to be paid to the executive at the same time as our other senior executives and no later than March 15 following the end of the year. The executives generally must be employed on the last day of the year to receive a cash bonus for that year, but the agreement specifies certain situations where a termination of employment would not result in forfeiture of a cash bonus. See the “Potential Payments Upon Termination or Change in Control” section for detailed descriptions of those situations. In addition, each executive is eligible to participate in any benefit andor she is entitled to annual vacation days and reimbursement for reasonable business expenses incurred in performing his or her duties in accordance with policies that we maintain from time to time. Mr. Zimmerman’sZimmerman's agreement also entitled him to certain relocation expenses through April 14, 2013. Each agreement contains non-competition, confidentiality, non-disparagement and assignment of inventions provisions and a clawback provision in favor of Cedar Fair that is further described below. new employment agreements, our Board may require an executive to return his or her incentive compensation if (i) the payment was predicated upon achieving certain financial results that were subsequently the subject of a substantial restatement of Cedar Fair’sFair's financial statements filed with the Securities and Exchange Commission, (ii) the Board determines that the executive engaged in intentional misconduct that caused or substantially caused the need for the substantial restatement, and (iii) a lower payment would have been made based upon the restated financial results. For a discussion of the benefits that would be provided by the employment agreements in the event of each executive’sexecutive's death, retirement, disability or other terminations or upon a change in control, see “Potential Payments Upon Termination or Change in Control” in this proxy statement.2011 and 2010,2011, which were tied to the achievement of performance measures and target award opportunities established by March of the applicable year.year, except for Mr. Ouimet's 2013 target award opportunity, which was established in February 2013 and later increased in connection with his employment agreement amendment. For 2013 and 2012, 85% of the target cash incentive award opportunities were based on an approved target for consolidated Adjusted EBITDA for the year, and 15% of the target cash incentive awards were based upon the achievement of individual performance goals. Payouts could range from 0% up to a maximum of 150% of the target award, and specific threshold, target and maximum levels of performance and related payout scales were established for both the Company and individual portions of the awards. The threshold, target and maximum cash incentive awards for 20122013 are reported in columns (c), (d) and (e), respectively, of the Grants of Plan-Based Awards Table for 2012. Additional2013. For additional detail regarding our cash incentive award program and the 20122013 cash incentive awards (including the percentage of 20122013 base salary represented by each executive’s 2012executive's 2013 target award opportunity, the Company and individual payout scales established for 2012,2013, the payout levels for 20122013 for the Company and individual portions of the awards and the payout received as a percentage of base salary for each executive for 2012)2013), see “Compensation Discussion and Analysis –- Elements of 20122013 Executive Compensation –- Cash Incentive Program.” No additional cash bonuses were awarded to our named executive officers for 2012. and 2010, the performance objective that applied to the named executive officers’officers' cash incentive awards was the achievement of a consolidated Adjusted EBITDA target, and the payouts for the cash incentive awards for the named executive officers were at the percentage of target Adjusted EBITDA achieved, excluding the impact of our incentive plans. The amounts reported in column (d) of the Summary Compensation Table in 2011 represent one-time cash bonuses to Messrs. Ouimet and Witherow in 2011. A portion of Mr. Ouimet’sOuimet's 2011 bonus represents his minimum cash bonus for 2011 under his original employment agreement, and his final bonus amount was at the same percentage of his target for 2011 as for the other named executive officers that year. The 2011 bonus for Mr. Witherow was in addition to his 2011 cash incentive awardPreliminary Copy2012the applicable year and column (l) of the Grants of Plan-Based Awards Table for 2012.2013. The number of units underlying the options for each executive and the option price is provided in columns (j) and (k) of the Grants of Plan-Based Awards Table for 2012.2013. These options vest in three equal annual installments on the anniversary of the grant date and will expire on the earlier of the ten year anniversary of the grant date or the date that is thirty (30) days after a separation from service, as defined in the 2008 Omnibus Incentive Plan. Any outstanding unvested options will vest and become fully exercisable in the event of a change in control, as defined in the 2008 Omnibus Incentive Plan. Mr. Ouimet will become fully vested in any options that are scheduled to vest within eighteen months following certain terminations, and those options will expire thirty calendar days after the vesting date. See “Compensation Discussion and Analysis –- Elements of 20122013 Executive Compensation –- Long-Term Incentive Compensation – 2012”- 2013” and “Compensation Discussion and Analysis –- Elements of 20122013 Executive Compensation –- Unit Options” for additional information.MarchFebruary 2013, October 2012 and OctoberMarch 2012. The numbers of units granted and grant date fair values of these restricted units are reflected in columns (i) and (l) of the Grants of Plan-Based Awards Table for 2012, and the awards’ grant date fair values are included in the 2012applicable year's amounts in the Unit Awards column (e) of the Summary Compensation Table. The numbers of units granted and grant date fair values of the 2013 awards are set forth in columns (i) and (l) of the Grants of Plan-Based Awards Table. The restricted period on the March 2012these awards will lapse upon the executive’sexecutive's continuous employment through the applicable vesting date, as follows: the restricted period for the February 2013 grants ends December 31, 2014,2015; the restricted period for the October 2012 grants ends October 24, 2015; and the restricted period onfor the OctoberMarch 2012 awards will lapse upon the executive’s continuous employment through October 24, 2015.ends December 31, 2014. The executive is unable to sell, transfer, pledge or assign restricted units during the applicable restricted period and will not receive any payments or distributions during that period, but the executive may vote the restricted units during the restricted period. The restricted units will accumulate distribution equivalents if and to the extent that we make distributions on our units during the restricted period in the same form as any such distributions. Upon the expiration of the applicable restricted period, the units will thereafter be unrestricted and any accrued distribution equivalents will be paid promptly. Except in the cases of death, disability and retirement, or as otherwise provided in an employment agreement, executives will forfeit their restricted units and any distribution equivalents if they do not satisfy the continuous employment requirement. All restrictions applicable to any restricted units will lapse and restricted units will become fully vested and transferable in the event of a change in control, as defined in the 2008 Omnibus Incentive Plan. See “Compensation Discussion and Analysis –- Elements of 20122013 Executive Compensation –- Long-Term Incentive Compensation – 2012,” “Compensation Discussion and Analysis – Elements of 2012 Executive Compensation – Restricted Unit Awards”- 2013” and “Compensation Discussion and Analysis –- Elements of 20122013 Executive Compensation –- Restricted Unit Awards – One Time Retention Grants”Awards” for additional information.periodperiods of January 1, 2012—2013 - December 31, 2015 and January 1, 2012 - December 31, 2014. Executives are eligible to receive up to 150% of the target number of potential performance units for the 2012-2014applicable performance period. Payouts will be made based on a sliding scale of performance objectives, and no awards will be paid if the threshold performance level is not achieved. The threshold, target and maximum numbers of units for the named executive officers’ 2012-2014officers' 2013-2015 performance unit awards are set forth in columns (f), (g) and (h), respectively, of the Grants of Plan-Based Awards Table for 2012.2013. The grant date fair values of the 2012-20142013-2015 performance unit awards,Preliminary Copy20122013 and are included in the 20122013 amounts set forth in the Unit Awards column (e) of the Summary Compensation Table. The grant date fair values of the 2012-2014 performance unit awards, calculated in accordance with ASC 718 and based upon the probable outcome of the performance conditions, are included in the 2012 amounts set forth in the Summary Compensation Table. Distribution equivalents are earned on the number of performance units that become payable if and to the extent we make distributions on our units after the grant date and before the payment date of the award. Awards will be paid in the form of units, cash or a combination of both, as determined by the Compensation Committee, after the end of the performance period and by March 2015. Anof the following year. Unless otherwise stated in an employment agreement, an executive must remain in continuous employment with us through the payment date or will forfeit the entire award, except that awards will be prorated in the event of death, disability or retirement, and that awards will be deemed earned and payable in full at the target level in the event of a change in control. For additional detail regarding the 2012-20142013-2015 performance units (including the payout scale for the awards), see “Compensation Discussion and Analysis –- Elements of 20122013 Executive Compensation –- Long-Term Incentive Compensation – 2012”- 2013” and “Compensation Discussion and Analysis –- Elements of 20122013 Executive Compensation –- Performance Unit Awards.”Plan.Plan, including Messrs. Witherow, Zimmerman, Bender and Bender are the only named executive officers who received such awards.Milkie. The awards were based on a sliding scale of performance objectives tied to the attainment of specified levels of cumulative Adjusted EBITDA for 2011, September 2010 through 2011, 2009 through 2011 and June 2008 throughand Mr. Bender (14,556 units for 2009; 5,654 units for 2008); and Mr. Milkie (11,111 units for 2009; 4,424 units for 2008). The grant date fair values of the 2011 and 2010 performance awards are reflected in Mr. Witherow’s 2011 and 2010 amounts reported in Column (e) of the Summary Compensation Table, assuming the highest level of performance is achieved.See the “Performance Unit Awards” section of the Compensation Discussion and Analysis for further information. 50%Half of these awards vested and were paid out in a combination of cash and units in March 2012, and the remaining 50%half vested and were paid out in a combination of cash and units in March 2013.Ms. Semmelroth received an initial award of 15,000 time-based phantom units in connection with joining us as our chief marketing officer in February 2012, with a grant date value of approximately $418,650. These phantom units are reflected in columns (i) and (l) of the Grants of Plan-Based Awards Table for 2012, and the grant date fair value of these phantom units is included in Ms. Semmelroth’s 2012 amount in column (e) of the Summary Compensation Table. These phantom units will vest in two equal installments in February 2014 and February 2015 if Ms. Semmelroth remains employed as of each payment date. The phantom units subject to this award accrue additional phantom units from distributions that we make, subject to the same vesting terms and conditions. and October 2010, we granted time-based phantom unit awards to certain executive officers under the “other unit award” provisions of our 2008 Omnibus Incentive Plan. The grant date fair values of the October 2011 phantom unit awards are included in column (e) of the Summary Compensation Table, as and where applicable. Payouts with respect to the time-based phantom units are subject to the continued employment of the recipient and the passage of time. Half of the 20102011 time-based phantom unit awards vested and were paid in a combination of cash and units in March 2013.2014. The remainder of the 20102011 time-based phantom units vest andunit award will be payable in March 2014, and the 2011 awards will vest and be payable 50% in March 2014Preliminary Copyand 50% in March 2015, in each case in cash equivalent, units or a combination of both, as will be determined by the Compensation Committee. The phantom units accrue additional phantom units on the date of each quarterly distribution paid by us, if any, calculated at the NYSE closing price on such date.Ouimet’sOuimet's 2011 amount in column (e) of the Summary Compensation Table. These phantom units will vest in two equal installments in June 2014 and June 2015 if Mr. Ouimet remains employed as of each payment date.2015. The phantom units subject to this award accrue additional phantom units from distributions that we make, subject to the same vesting terms and conditions.IfMr. KinzelMr. Kinzel retired as our president and chief executive officer on January 3, 2012. While he was employed with us, Mr. Kinzel received an annual base salary of not less than $1.2 million per year in accordance with his amended and restated employment agreement, and he was entitled to participate in our welfare benefit programs and various incentive compensation plans on terms no less favorable than provided to our other senior managers and/or officers. In addition, while he was employed with us, we purchased a $2 million term life insurance policy for Mr. Kinzel that will remain in effect through July 23, 2018, and he participated in our Amended and Restated Supplemental Retirement Program. All of Mr. Kinzel’s outstanding phantom unit awards vested immediately upon his retirement in January 2012. Those awards were paid in July 2012 pursuant to Mr. Kinzel’s employment agreement, and Mr. Kinzel did not receive any new cash incentive or unit-based awards in 2012.Mr. Kinzel continued to serve on our Board during 2012 following his retirement. He earned Board fees of $185,000 for his service as a non-employee director in 2012, which amount is included in the All Other Compensation column (i) of the Summary Compensation Table for 2012. The Summary Compensation Table for 2012 also shows the salary earned by Mr. Kinzel for the year until his retirement, together with earned but unpaid vacation, in column (c). In addition, the 2012 All Other Compensation amount for Mr. Kinzel includes the following payments and benefits that were made or accrued to Mr. Kinzel during 2012 in connection with his retirement: earned but unpaid salary for 2011 (approximately $53,462); the unpaid portion of Mr. Kinzel’s cash incentive award for 2011 ($413,525), which became payable upon his retirement in accordance with the Omnibus Plan; the market value associated with the vesting of all of Mr. Kinzel’s outstanding equity awards (approximately $9,254,236); post-retirement lifetime health coverage benefits that Mr. Kinzel and his spouse became eligible to receive (which we have estimated for purposes of the table to have an approximate value of $190,863, although the actual value could differ from that amount (including as a result of actual inflation and longevity); the value of the life insurance premium that we paid on his life insurance policy for 2012 and the present value of the remaining life insurance premiums that we will pay in future years for that policy ($47,519). Mr. Kinzel’s All Other Compensation for 2012 also includes the value attributable to discounts on our products and 401(k) and profit sharing matching contributions.In addition, Mr. Kinzel’s account under our Amended and Restated Supplemental Retirement Program, which was valued at $1,947,037, became vested and payable upon his retirement in accordance with that program and 409A. This value is set forth in column (d) of the Pension Benefits Table for 2012 below, but is excluded from the compensation set forth in the Summary Compensation Table for 2012 pursuant to Securities and Exchange Commission rules. Mr. Kinzel also exercised all of his outstanding options in January 2012, as reflected in the Options Exercised/Units Vested Table for 2012 below; however, because all of those options were fully vested prior to his retirement, their value has not been included in the Summary Compensation Table for 2012.Preliminary Copy20122013 Option Awards Unit Awards (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Name Number of
Securities
Underlying
Unexercised
Options
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Underlying
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Price Option
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Rights That
Have Not
Vested (3) - 86,387 (4) - $ 29.53 3/27/2022 - $ - - - - - - - - 59,222 (5) $ 1,980,960 - - - - - - - 27,101 (6) $ 906,514 - - - - - - - 56,921 (7) $ 1,949,803 - - - - - - - - $ - 22,420 $ 749,949 1,000 - - $ 28.45 11/6/13 - - - - 200 - - $ 15.07 11/6/13 - - - - - 17,786 (4) - $ 29.53 3/27/22 - - - - - - - - - 15,780 (7) $ 538,894 - - - - - - - 7,685 (8) $ 257,063 (8) - - - - - - - - $ - 4,616 $ 154,405 - - 21,597 (4) - $ 29.53 3/27/2022 - $ - - - - - - - - 2,710 (6) $ 90,651 - - - - - - - 19,161 (7) $ 654,357 - - - - - - - 7,521 (8) $ 251,577 (8) - - - - - - - 4,352 (9) $ 145,585 - - - - - - - - $ - 5,605 $ 187,487 - 9,528 (4) - $ 29.53 3/27/22 - - - - - - - - - 10,213 (7) $ 348,250 - - - - - - - 15,788 (10) $ 528,123 - - - - - - - - $ - 2,472 $ 82,688 - 12,386 (4) - $ 29.53 3/27/22 - - - - - - - - - 4,607 (6) $ 154,107 - - - - - - - 13,277 (7) $ 452,728 - - - - - - - 6,569 (8) $ 219,733 (8) - - - - - - - 4,194 (9) $ 140,291 - - - - - - - - $ - 3,215 $ 107,542 - - - $ - - - - - - Option Awards Unit Awards (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Name Number of Securities Underlying Unexercised Options Exercisable # Number of Securities Underlying Unexercised Options Unexercisable # Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options # Option Exercise Price ($) Option Expiration Date Number of Units That Have Not Vested # (1) Market Value of Units That Have Not Vested ($) (2) Equity Incentive Plan Awards: Number of Unearned Units or Other Rights That Have Not Vested # Equity Incentive Plan Awards: Market or Payout Value of Unearned Units or Other Rights That Have Not Vested ($) Ouimet 28,796 57,591 (5 ) — $ 29.53 3/27/2022 — — — — — 122,492 (6 ) — $ 36.95 2/26/2023 — — — — — — — — — 62,836 (7) $3,115,401 — — — — — 28,755 (9) $1,425,650 — — — — — — — 56,921 (10) $3,014,510 — — — — — — — 11,502 (11) $599,887 — — — — — — — — — 23,788 (3) $1,179,427 (3) — — — — — — — 36,612 (4) $1,815,219 (4) Witherow 5,929 11,857 (5 ) — $ 29.53 3/27/2022 — — — — — 27,092 (6 ) — $ 36.95 2/26/2023 — — — — — — — 15,780 (10) $834,058 — — — — — — — 2,544 (11) $132,683 — — — — — — — — — 4,898 (3) $242,818 (3) — — — — — — — 8,098 (4) $401,488 (4) — Zimmerman 7,199 14,398 (5 ) — $ 29.53 3/27/2022 — — — — — 32,929 (6 ) — $ 36.95 2/26/2023 — — — — — — — — — 19,161 (10) $1,012,763 — — — — — — — 2,345 (8) $116,286 — — — — — — — 2,875 (9) $142,565 — — — — — — — 3,092 (11) $161,263 — — — — — — — — — 5,947 (3) $294,857 (3) — — — — — — — 9,842 (4) $487,972 (4) Bender 4,129 8,257 (5 ) — $ 29.53 3/27/2022 — — — — — 18,104 (6 ) — $ 36.95 2/26/2023 — — — — — — — — — 13,277 (10) $701,075 — — — — — — — 2,260 (8) $112,057 — — — — — — — 4,888 (9) $242,360 — — — — — — — 1,700 (11) $88,664 — — — — — — — — — 3,412 (3) $169,145 (3) — — — — — — — 5,411 (4) $268,290 (4) Milkie 4,129 8,257 (5 ) — $ 29.53 3/27/2022 — — — — — 18,104 (6 ) — $ 36.95 2/26/2023 — — — — — — — — — 13,277 (10) $701,075 — — — — — — — 5,330 (8) $264,285 — — — — — — — 7,189 (9) $356,412 — — — — — — — 1,700 (11) $88,664 — — — — — — — — — 3,412 (3) $169,145 (3) — — — — — — — 5,411 (4) $268,290 (4) (1) (2) 20122013 as reported on the NYSE ($33.45)49.58), by the number of unvested phantom units in column (g). The market values for restricted units were calculated by multiplying the closing market price of our units on December 31, 20122013 by the number of restricted units in column (g), and adding to that the amount of cash distribution equivalents accumulated on the restricted units from the grant date of the award through December 31, 2012.2013. See “Narratives to Summary Compensation and Grants of Plan Based Awards Table—Table - Phantom Unit Awards” and “Narratives to Summary Compensation and Grants of Plan Based Awards Table—Table - Restricted Unit Awards” for additional detail.(3) Preliminary Copy2012.2013. The actual number of units and distribution equivalents earned will be determined following the end of the performance period and will vest and will be payable, either in cash equivalent, units or a combination of both in March 2015. Market value reported in column (j) was calculated by multiplying the maximum number of units and distribution equivalent units through December 31, 20122013 that may be earned set forth in column (i) by the closing market price of our units as of December 31, 2012.2013. Payout value could differ from market value if we elect to pay distribution equivalents in cash. For additional information regarding these awards, see “Compensation Discussion and Analysis –- Elements of 20122013 Compensation –- Performance Unit Awards” and “Narratives to Summary Compensation and Grants of Plan Based Awards Table –- Performance Unit Awards.”(4)(5) (6) One third of these options became exercisable on March 27, 2013,February 26, 2014, and one third of these options will become exercisable on each of March 27, 2014February 26, 2015 and March 27, 2015.February 26, 2016.(5)(7) (6)(8) (9) Half of these phantom units vested and were paid in a combination of units and cash in March 2014. The remaining 50% of these phantom units vest and will be payable either in cash equivalent, units or a combination of both 50% in March 2014 and 50% in March 2015.(7)(10) Ouimet—Ouimet - 28,784 restricted units vest on December 31, 2014, and 28,137 restricted units vest on October 24, 2015; Mr. Witherow—5,926 restricted units vest on December 31, 2014, and 9,854 restricted units vest on October 24, 2015; Mr. Zimmerman—7,196 restricted units vest on December 31, 2014, and 11,965 restricted units vest on October 24, 2015; Ms. Semmelroth—3,175 restricted units vest on December 31, 2014, and 7,038 restricted units vest on October 24, 2015; Mr. Bender—(11) Amount represents restricted units awarded in February 2013 pursuant to the 2008 Omnibus Incentive Plan. These restricted units vest on December 31, 2015. These restricted units accumulate distribution equivalents during the restricted period that will be payable in the same form as accrued when the awards vest. (8)Amounts in column (g) represent half Distribution equivalents accumulated as of the aggregate number of performance units earned under performance unit awards made in 2008, 2009, 2010 and 2011 pursuant to the 2008 Omnibus Incentive Plan, as applicable. Amountsfiscal year-end are reflected only in column (h) were calculated by multiplying the closing market price of our units as of December 31, 2012 by the number of units in column (g). Each of these awards was earned at the 65% level basedall distribution equivalents on the level of achievement of the applicable performance targets, subject to the executive’s continued employment with us through the scheduled payment dates of March 2012 and March 2013. The performancerestricted units reportedhave been accrued in column (g) vested and were paid in a combination of units and cash in March 2013. For additional information regarding these awards, see “Compensation Discussion and Analysis – Elements of 2012 Compensation – Performance Unit Awards” and “Narratives to Summary Compensation and Grants of Plan Based Awards Table – Performance Unit Awards.”(9)Half of these phantom units vested and were paid in a combination of units and cash in March 2013. The remaining 50% of these phantom units vest and will be payable either in cash equivalent, units or a combination of both in March 2014.(10)These phantom units vest and will be payable either in cash equivalents, units or a combination of both, 50% in February 2014 and 50% in February 2015.Preliminary Copy2012 Option Awards Unit Awards (1) (a) (b) (c) (d) (e) Name Number of Units
Acquired on Exercise
(#) Value Realized on
Exercise ($)
Acquired on Vesting
Vesting - �� $ - - $ - 1,000 $ 5,010 7,685 (2) $ 215,103 (2) - $ - 7,521 (2) $ 210,513 (2) - $ - - $ - 10,000 $ 42,600 6,568 (2) $ 183,838 (2) 150,000 $ 111,000 430,430 (3) $ 9,254,236 (3) Option Awards Unit Awards (1) (a) (b) (c) (d) (e) Name Number of Units Acquired on Exercise (#) Value Realized on Exercise ($) Number of Units Acquired on Vesting (#) Value Realized on Vesting ($) Ouimet — $ — — $ — Witherow 1,000 $ 10,070 7,685 (2 ) $ 294,720 (2 ) 200 $ 6,670 Zimmerman — $ — 7,521 (2 ) $ 288,430 (2 ) 2,176 (3 ) $ 83,667 (3 ) Bender — $ — 6,569 (2 ) $ 251,921 (2 ) 2,097 (3 ) $ 80,630 (3 ) Milkie — $ — 5,049 (2 ) $ 193,629 (2 ) 7,910 (3 ) $ 303,841 (3 ) (1) 2012.(2) cash.units. Mr. Witherow received 60% of the value in units and 40% in cash. Mr. Bender received 100% of the value in cash.(3) Mr. Kinzel received 100% of the value in cash.Preliminary Copy2012(a) (b) (c) (d) (e) Name Plan Name Present Value of
Accumulated Benefit Payments During Last
Fiscal Year - - $ - $ - - - $ - $ - - - $ - $ - - - $ - $ - - - $ - $ - Amended and Restated Supplemental Retirement Program 39 $ - $ 1,947,037 Our Amended2013(a) (b) (c) (d) (e) Name Plan Name Number of Years Credited Service # Present Value of Accumulated Benefit ($) (1) Payments During Last Fiscal Year ($) Ouimet - — $ — $ — Witherow - — $ — $ — Zimmerman - — $ — $ — Bender - — $ — $ — Milkie 2008 Supplemental Retirement Plan 6 $ 76,370 $ — Restated Supplemental Retirement Program provided retirement benefits to Mr. Kinzel. Amounts accrued to Mr. Kinzel under the program, as set forth in the table above, vested and became payable(ii) a resultdiscount rate of his retirement in January 2012 and were paid in July 2012. Mr. Kinzel’s account included amounts that were allocated in prior years from the general partner fees as approved by the Compensation Committee and interest that accrued at the prime rate as established from time to time by our bank. No allocations had been made since May 2004, and we do not intend to have any other executive officers participate in this plan.other executive officers, and accounts were established and credited in prior years for some of our executive officers under the 2008 SERP. None of ourMr. Milkie is the only named executive officersofficer for 20122013 to participate in the 2008 SERPSERP. Mr. Milkie will become fully vested in his account upon the earliest of his retirement (provided that he has at least twenty years of service with the Partnership), or any other supplemental retirement plan.if while employed by the Partnership, upon his death, disability, or change in control. Additional contributions to the 2008 SERP were discontinued in 2011, and we do not intend to have any other executive officers participate in this plan.20122013 and the relevant unit price is the closing market price of our units on the NYSE on December 31, 2012,2013, which was $33.45$49.58 per unit. As Mr. Kinzel retired as our chief executive officer in January 2012, the disclosure in this section for him covers his actual retirement-related payments and benefits.Retirement Payments and Benefits—Richard L. KinzelUpon his retirement, Mr. Kinzel and his spouse became eligible to receive lifetime health coverage benefits that, when combined with Medicare, will be substantially similar to the coverage provided to our employees. We also will reimburse any expense for Medicare coverage. We estimate that these health benefits will have an approximate value of $190,863 but the actual value could differ from that amount (including as a result of actual inflation and longevity). We also paid Mr. Kinzel his earned but unpaid salary for 2011 (approximately $53,462) and for 2012, and his earned but unpaid vacation for 2012 (approximately $106,922).Preliminary CopyThe unpaid portion of Mr. Kinzel’s cash incentive award for 2011 ($413,525) became payable upon his retirement in accordance with the Omnibus Plan, subject to 409A. In addition, all of Mr. Kinzel’s outstanding equity awards, which had an approximate market value of $9,254,236, and his account under our Amended and Restated Supplemental Retirement Program, which was valued at $1,947,037, became vested and payable upon his retirement in accordance with those programs and 409A. The unpaid portion of Mr. Kinzel’s 2011 cash incentive award, his supplemental retirement account and his outstanding phantom units were paid out in July 2012. All of Mr. Kinzel’s outstanding unit options were fully vested prior to his retirement, and he exercised them in full prior to their expiration date of March 7, 2012. We will continue to pay annual premiums for Mr. Kinzel’s life insurance policy through 2017, the aggregate present value of which we estimate to be $47,519. See “Summary Compensation Table for 2012” and “Narratives to Summary Compensation and Grants of Plan-Based Awards Tables—Mr. Kinzel” for additional information, including regarding other 2012 compensation. other than Mr. Kinzel will receive in the event of terminations with or without cause, as a result of death or disability, in connection with non-renewals of their employment agreements and in general. Descriptions of release requirements, restrictions and certain key defined terms are provided at the end of this section. For information regarding payments in the event of a change in control, see “Payments Upon a Change in Control under Employment Agreements” and “Incentive Plan and Supplemental Retirement Plan Payments upon a Change of Control” below. For additional information regarding payments in the event of death, disability or retirement, see “Payments Upon Death, Disability or Retirement under our Incentive and Supplemental Retirement Plans” below.Except as described below under “Certain Terminations on or before June 30, 2013—Messrs. Zimmerman and Bender,” ifMs. SemmelrothMr. Milkie or Mr. Bender without cause or because of a disability, or if any of those executives resign for good reason (in each case, other than in connection with a change in control), the executive isMr. Ouimet will be entitled to:compensation for Mr. Ouimet)compensation), reimbursement of business expenses and payment for accrued and unused vacation days, each as accrued as of the termination date, in a lump sum within 30 days following termination;• • or her base salary (or, for Mr. Ouimet, two times his base salary if his termination occurs prior to the earlier of his third anniversary of employment and the vesting of his June 20, 2011 time-based phantom unit grant).salary. This amount will be payable at the same time salary otherwise would be paid over the 12-month period following termination, but (i) with the first payment being made on the first regularly scheduled payroll date following the 60th day after the termination and including any payments that otherwise would be due earlier, and (ii) with payments being reduced by any payments received from any short- or long-term disability plan maintained by us, where applicable; or her cash incentive award for the calendar year of termination, based on actual performance (with certain qualitative performance criteria being deemedPreliminary Copysatisfied in full), which amount will be prorated based on the number of days the executive is employed during the applicable year and payable at the same time payment is made to other senior executives and no later than March 15 of the next calendar year;Payment of the after-tax monthly COBRA continuation coverage premium under our medical plan (less the amount of the executive’s contribution as if he or she was an active employee), until the earliest of twelve months after termination, the date the executive is no longer eligible for COBRA or the date that he or she obtains other employment with medical benefits, with the first COBRA premium payment being made following the timely delivery of a general release; andAll other accrued amounts or benefits the executive is due under our benefit plans, programs or policies (other than severance).Certain Terminations on or before June 30, 2013—Messrs. Zimmerman and BenderIf we terminate Mr. Zimmerman’s or Mr. Bender’s employment other than for cause or in connection with a change in control on or before June 30, 2013 (including by written notice of non-renewal or as a result of disability), the executive will receive his base salary for the longer of eighteen (18) months or the remaining term of his employment agreement, to be paid in accordance with our payroll practices at the time. In addition, as of the termination date, he will be 100% vested in any outstanding time-based and performance-based phantom unit awards, payment of which will be made pursuant to the terms of the original award agreements without regard to the continued employment requirements. Any benefit credited to his account under the 2008 Supplemental Retirement Plan will be 100% vested as of the termination of employment and paid in accordance with such plan. He will be entitled to full payment of all cash awards outstanding under the 2008 Omnibus Incentive Plan, including without limitation any current and long-term incentive compensation plan awards, without proration for less than full employment in the year of termination and to be paid otherwise in accordance with the plan and any award agreement without regard to any requirement for continued employment. He also will have the right to continue medical and dental insurance coverage offered pursuant to COBRA during the period of time that he receives salary payments and will be entitled to reimbursement from us for the monthly premiums if permitted under applicable law.DeathIf the employment of any of Mr. Ouimet, Mr. Witherow, Mr. Zimmerman, Ms. Semmelroth or Mr. Bender is terminated by reason of death, the executive or his or her legal representatives shall be entitled to:Payment of accrued and unpaid base salary (together with accrued and unpaid supplemental compensation for Mr. Ouimet), reimbursement of business expenses and payment for accrued and unused vacation days, each as accrued as of the termination date, in a lump sum within 30 days following termination;Any unpaid cash incentive award earned with respect to a calendar year ending on or before the date of termination, payable at the same time payment would have been made had the executive continued to be employed;A pro-rata portion of his or her cash incentive award for the calendar year of termination, based on actual performance (with certain qualitative performance criteria being deemed satisfied in full), which amount will be prorated based on the number of days the executive is employed during the applicable year and payable at the same time payment is made to other senior executives and no later than March 15 of the next calendar year;Preliminary Copyfor the executive’s spouse and eligible dependents (less the amount of the executive’sexecutive's contribution as if he or she was an active employee) for a period, until the earliest of up to twelve months after executive’s death, if permitted under applicable law;termination, the date the executive is no longer eligible for COBRA or the date that he obtains other employment with medical benefits, with the first COBRA premium payment being made following the timely delivery of a general release andNon-Renewal or she is willing to enter into a new agreement and we indicate that we are not willing to enter into a new agreement or fail to provide timely notice, or (ii) the parties desire to enter into a new employment agreement, but the new agreement is not executed before expiration of the current employment period, and (in either case) the executive’sexecutive's employment is terminated immediately following expiration, the executive will be entitled to:• or her base salary, payable at the same time salary otherwise would be paid over the 12-month period following termination, but with the first payment being made on the first regularly scheduled payroll date following the 60th day after the termination and including any payments that otherwise would be due earlier;executive’sexecutive's contribution as if he or she was an active employee), until the earliest of twelve months after termination, the date the executive is no longer eligible for COBRA or the date that he or she obtains other employment with medical benefits, with the first COBRA premium payment being made following the timely delivery of a general release;release and.executive’sexecutive's employment is terminated for any reason other than by us without cause, by the executive for good reason, or as a result of death or disability, including by expiration of the employment term, which we refer to in the tables below as “All Terminations,” the executive or his legal representatives will be entitled to receive a lump sum payment within 30 days following termination consisting of accrued and unpaid base salary (together with accrued andPreliminary Copyexecutives’executives' respective employment agreements are subject to execution, timely delivery, and non-revocation of a general release in favor of Cedar Fair. In addition, each executive will beis subject to non-competition, non-solicitation, confidentiality, non-disparagement and cooperation provisions contained in his or her employment agreement, forwith the non-competition and non-solicitation obligations lasting during the period inwith respect to which he is receiving severance payments (if employment is terminated without cause, due to disability or for good reason, and not for death) or for twelve months (if employment is terminated for any reason other than without cause or for good reason).executive’sexecutive's willful and continued failure to perform his or her duties or follow the lawful direction of the Board (or, for the executives other than Mr. Ouimet, the chief executive officer or the Board) or a material breach of fiduciary duty after written notice of the breach; (ii) theft, fraud, or dishonesty with regard to Cedar Fair or in connection with the executive’sexecutive's duties; (iii) indictment for or conviction of (or guilty or no contest plea to) a felony or any lesser offense involving fraud or moral turpitude; (iv) material violation of our code of conduct or similar written policies after written notice specifying the violation; (v) willful misconduct unrelated to us that has, or is likely to have, a material negative impact on us after written notice specifying the failure or breach; (vi) gross negligence or willful misconduct relating to our affairs; (vii) material breach by the executive of his or her employment agreement; (viii) a final and non-appealable determination by a court or other governmental body that the executive has materially violated federal or state securities laws; or (ix) a breach or contravention of another employment agreement or other agreement or policy by virtue of the executive’sexecutive's employment with us or performance of his or her duties, or the existence of any other limitation on his or her activities on our behalf except for confidentiality obligations to former employers.or her material duties for either 180 days in any twelve-month period or 90 consecutive days, as determined by a physician selected by us.executive’sexecutive's express consent: (i) any material diminution in his or her responsibilities, authorities or duties; (ii) any material reduction in the executive’sexecutive's (x) base salary (or, for Mr. Ouimet, in the aggregate amount of his base salary and supplemental compensation), or (y) target cash incentive opportunity (except in the event of an across the board reduction in base salary or cash incentive opportunity applicable to substantially all of our senior executives); (iii) a forced relocation of his or her place of employment by the greater of seventy (70) miles or the distance constituting a “material change in the geographic location” of the executive’sexecutive's place of employment under Section 409A; or (iv) a material breach of the employment agreement by us. The events described in (i), (ii) and (iii) will not constitute “good reason” unless the executive notifies us in writing and we fail to cure the situation within the time periods specified in the agreement.Preliminary Copy our Amended and Restated Supplemental Retirement Program or our 2008 SERP will also become fully vested and payable upon an executive’sexecutive's death, disability or retirement at age 62 or over with at least 20 years of service. Any cash incentive awards outstanding at the time of death or retirement will be paid on a prorated basis. PerformanceOur EBITDA-based performance unit awards under the 2008 Omnibus Incentive Plan will be payable in the event of death or disability while employed by us, or retirement at age 62 or over from employment with us, with amounts being prorated where the death, separation from service due to disability or retirement occurs during the performance period. Restrictions on 2012our outstanding restricted unit awards will lapse upon death, disability or retirement. Options awarded under the 2008 Omnibus Incentive Plan will expire on the earlier of the ten year anniversary of the grant date or the date that is thirty (30) days after a separation from service under the plan. Mr. Ouimet's 2014 TSR-based award would be payable in a lump sum upon death or separation from service due to disability occurring prior to either or both payment dates, based on the performance through the end of the most recently completed year and with one-half prorated based on the first, and the remainder prorated based on the second, payment date. The named executive officers also will receive payments in these situations as described above under “Payments Pursuant to Employment Agreements (other than in connection with a Change in Control).”Ms. SemmelrothMr. Milkie and Mr. Bender will receive benefits and payments in accordance with the terms of their employment agreements. Our incentive plans and our 2008 SERP also contain change-in-control provisions. Each of our incentive plans and employment agreements uses the “change in control” definition provided by Section 409A of the Code or a definition based on the 409A definition. As a result, if a change in control occurs under one plan or agreement, it will trigger payment under the other plans and agreements as well. “Change-in-control” events include:Preliminary Copyexecutive’sexecutive's employment must be terminated within 24 months offollowing the change in control. Terminations for “good reason” (as defined above) by the executive qualify for change in control protection in addition to involuntary terminations. The second trigger under our supplemental retirement plans is the occurrence of a separation from service under the plan. Our incentive plans under which we have awarded phantom units, performance units and unit options contain single trigger change in control provisions.Ms. SemmelrothMr. Milkie or Mr. Bender without cause or because of a disability within 24 months following a change in control, or if any of those executives resign for good reason within 24 months following a change in control, the executive is entitled to the payments and benefits described above under “Payments Pursuant to Employment Agreements (other than in connection with a Change in Control)— - Terminations without Cause or due to Disability and Resignations for Good Reason,” except that:◦ Mr. Ouimet will receive a lump sum amount equal to three times annual cash compensation for the year preceding the calendar year in which the change in control occurred, less US$1; and Mr. Ouimet will receive a lump sum amount equal to three times annual cash compensation for the year preceding the calendar year in which the change in control occurred, less US$1; andeach executive other than Mr. Ouimet will receive a lump sum amount equal to two and one-half times the executive’s annual cash compensation for the year preceding the calendar year in which the change in control occurred, less US$1; and◦ each executive other than Mr. Ouimet will receive a lump sum amount equal to two and one-half times the executive's annual cash compensation for the year preceding the calendar year in which the change in control occurred, less US$1; and and (c) with respect to any multi-year cash bonus, the amount actually paid.paid and (d) for Mr. Ouimet, his annual supplemental compensation. Any lump sum payments made pursuant to the employment agreements in connection with a change in control will be paid within sixty days following the termination, subject to the requirements of Section 409A.executive’sexecutive's benefit which constitute parachute payments under Section 280G of the Code at 299% of the base amount (as defined for purposes of Section 280G). If the present value exceeds the cap, the payments, distributions and benefits to the executive will be reduced in the order specified in his or her employment agreement so that the reduced amount will result in no portion of his or her payments, distributions and benefits being subject to excise tax. We refer to this type of provision as a “280G cap and cutback provision” below.Preliminary Copy2012Our outstanding EBITDA-based performance awards will be deemed earned at the target level.any 2012our outstanding restricted unit awards will lapse and restricted units will become fully vested and transferable.Preliminary Copy2012,2013, are as follows: Executive Benefits
and Payments
Upon Separation All
Terminations Termination
Other than
For Cause
or For Good
Reason Termination
upon
Non-renewal Disability Death Change in
Control
Only Termination
upon Change
in Control $ 34,932 $ 34,932 $ 34,932 $ 34,932 $ 34,932 $ 34,932 $ 34,932 - 1,700,000 850,000 1,700,000 - - 1,724,390 (1) 344,165 (2) 344,165 (2) 344,165 (2) 344,165 (2) 344,165 (2) 266,687 (3) 344,165 (2) - - - - - 338,637 338,637 - - - 2,887,474 2,887,474 2,887,474 2,887,474 - - - 1,949,803 1,949,803 1,949,803 1,949,803 - - - - (4) - (4) 498,683 498,683 - 14,464 14,464 14,464 14,464 - 36,161 $ 379,097 $ 2,093,561 $ 1,243,561 $ 6,930,838 (5) $ 5,230,838 (5) $ 5,976,216 $ 7,814,245 Executive Benefits and Payments Upon Separation All Terminations Termination Other than For Cause or For Good Reason Termination upon Non-renewal Disability Death Change in Control Only Termination upon Change in Control Compensation Earned but unpaid salary $ 39,452 $ 39,452 $ 39,452 $ 39,452 $ 39,452 $ 39,452 $ 39,452 Severance — 1,800,000 900,000 1,800,000 — — 305,739 (1 ) Incentive compensation 551,606 (2 ) 551,606 (2 ) 551,606 (2 ) 551,606 (2 ) 551,606 (2 ) 47,856 (3 ) 551,606 (2 ) Unit Options 2,186,089 (4 ) 2,186,089 (4 ) 2,186,089 (4 ) — — 2,701,780 2,701,780 Phantom units 4,541,051 (4 ) 4,541,051 (4 ) 4,541,051 (4 ) 4,541,051 4,541,051 4,541,051 4,541,051 Restricted units 1,535,770 (4 ) 1,535,770 (4 ) 1,535,770 (4 ) 3,614,397 3,614,397 3,614,397 3,614,397 Performance units 1,179,427 (5 ) 1,179,427 (5 ) 1,179,427 (5 ) 1,391,358 (6 ) 1,391,358 (6 ) 1,996,431 1,996,431 Benefits Health benefits — 14,617 14,617 14,617 14,617 — 36,543 Totals $ 10,033,395 (7 ) $ 11,848,012 (7 ) $ 10,948,012 (7 ) $ 11,952,481 (7 ) $ 10,152,481 (7 ) $ 12,940,967 $ 13,786,999 (1) $679,719$4,944,260 to comply with the 280G cap and cutback provision of Mr. Ouimet’s employment agreement. Pre-capped severance amount based on 20112012 cash compensation, as defined in employment agreement and described above on page 38,37, which reflects the prorated salary, and minimumtarget annual cash bonus, earned byand Mr. OuimetOuimet’s annual supplemental compensation for 2011 (based on his employment having started in June 2011).2012. See “Summary Compensation Table for 2012”2013” for increased 20122013 salary versus 20112012 and “Grants of Plan Based Awards Table for 2012”2013” for 20122013 target cash incentive opportunity, which would result in higher severance amount for change in control and termination dates on and after January 1, 20132014 (subject to the 280G cap and cutback provision).(2) 20122013 cash incentive award paid prior to the assumed termination date.(3) 20122013 cash incentive award at 100% of the target level less the amount of the award paid prior to the assumed date of the change in control.(4) (5) Amount includes the performance awards awarded to Mr. Ouimet in 2012. This amount assumes that all performance metrics are met over the applicable performance period and that Mr. Ouimet would receive the maximum number of units. The amount represents the value at December 31, 2013 of 23,788 units, plus the value of distribution equivalents accrued on those units through the assumed termination date. The total units that would be payable, however, could be lower as a result of performance actually attained. Additionally, as Mr. Ouimet would not receive any payments until the scheduled payment date in 2015, the value to him of the (6) If Mr. Ouimet had died or had become disabled on December 31, 2012,2013, he would be entitled to receive payment in 2015 and 2016, respectively, as provided in his 2012-2014 and 2013-2015 performance unit awardawards as if he were employed on the applicable payment date. Any such paymentpayments would be prorated as of December 31, 2012,2013, the date of death or disability. Any such payment alsodisability, and would depend upon the level of attainment of the performance metrics. IfThis amount assumes that all performance metrics are met over the applicable performance period the maximum valueand that Mr. Ouimet would receive in these circumstances would bethe maximum number of units. Accordingly, this amount represents the value at December 31, 2013 of 15,859 units (i.e., 2/3 of the maximum units under the 2012 award) and 12,204 units (i.e., 1/3 of the maximum units under the 2013 award), plus the value of 7,473 units (e.g., the value of 22,420 units, prorated based on the performance period as of December 31, 2012) plus distribution equivalents accrued on those units. Asunits through the assumed termination date. The total units that would be payable, however, could be lower as a result of performance actually attained. Additionally, as Mr. Ouimet would not receive that valueany payments until the scheduled payment datedates in 2015 and 2016, the dollar value to Mr. Ouimethim of that paymentthe units would depend uponon the unit price as of the 2015later applicable payment datedates and on the value of future distributions made prior to the 2015 payment date.dates.(5)(7) This total does not include any amount that Mr. Ouimet would receive pursuant to his 2012-2014 performance unit award. Any payment pursuant to that performance unit award would depend onTotal value could be higher or lower depending upon the factors described in the preceding footnotefootnotes 4, 5, and would increase the total payout reported for this column.Preliminary Copy2012,2013, are as follows: Executive Benefits
and Payments Upon
Separation All
Terminations Termination
Other than
For Cause
or For Good
Reason Termination
upon
Non-renewal Disability Death Change in
Control
Only Termination
upon Change
in Control $ 13,462 $ 13,462 $ 13,462 $ 13,462 $ 13,462 $ 13,462 $ 13,462 - 376,000 376,000 376,000 - - 295,367 (1) 106,286 (2) 106,286 (2) 106,286 (2) 106,286 (2) 106,286 (2) 82,359 (3) 106,286 (2) - - - - - 69,721 69,721 - - - 538,894 538,894 538,894 538,894 - - - 257,063 (4) 257,063 (4) 359,731 (5) 359,731 (5) - 14,464 14,464 14,464 14,464 - 36,161 $ 119,748 $ 510,212 $ 510,212 $ 1,306,169 (6) $ 930,169 (6) $ 1,064,167 $ 1,419,622 Executive Benefits and Payments Upon Separation All Terminations Termination Other than For Cause or For Good Reason Termination upon Non-renewal Disability Death Change in Control Only Termination upon Change in Control Compensation Earned but unpaid salary $ 16,482 $ 16,482 $ 16,482 $ 16,482 $ 16,482 $ 16,482 $ 16,482 Severance — 400,000 400,000 400,000 — — 176,963 (1 ) Incentive compensation 154,395 (2 ) 154,395 (2 ) 154,395 (2 ) 154,395 (2 ) 154,395 (2 ) 13,395 (3 ) 154,395 (2 ) Unit Options — — — — — 579,911 579,911 Restricted units — — — 966,740 966,740 966,740 966,740 Performance units — — — 295,708 (4 ) 295,708 (4 ) 429,538 429,538 Benefits Health benefits — 14,617 14,617 14,617 14,617 — 36,543 Totals $ 170,877 $ 585,494 $ 585,494 $ 1,847,942 (5 ) $ 1,447,942 (5 ) $ 2,006,066 $ 2,360,572 (1) $369,625$1,354,286 to comply with the 280G cap and cutback provision of Mr. Witherow’s employment agreement. Pre-capped severance amount based on 20112012 cash compensation, as defined in employment agreement and described above on page 38.37, which reflects the salary and target annual cash bonus for 2012. See “Summary Compensation Table for 2012”2013” for increased 20122013 salary versus 20112012 and “Grants of Plan Based Awards Table for 2012”2013” for 20122013 target cash incentive opportunity, which would result in higher severance amount for change in control and termination dates on and after January 1, 20132014 (subject to the 280G cap and cutback provision).(2)Amount excludes portion of 2012 cash incentive award paid prior to the assumed termination date.(3) 20122013 cash incentive award at 100% of the target level less the amount of the award paid prior to the assumed date of the change in control.(4) Amount includes value at December 31, 2012 of earned 2008-2011 performance units, but excludes value of prorated 2012-2014 performance units. 2012,2013, he would be entitled to receive payment in 2015 and 2016, respectively, as provided in his 2012-2014 and 2013-2015 performance unit awardawards as if he were employed on the applicable payment date. Any such paymentpayments would be prorated as of December 31, 2012,2013, the date of death or disability. Any such payment alsodisability, and would depend upon the level of attainment of the performance metrics. IfThis amount assumes that all performance metrics are met over the applicable performance period the maximum valueand that Mr. Witherow would receive in these circumstances would bethe maximum number of units. Accordingly, this amount represents the value at December 31, 2013 of 3,265 units (i.e., 2/3 of the maximum units under the 2012 award) and 2,699 units (i.e., 1/3 of the maximum units under the 2013 award), plus the value of 1,538 units (e.g., the value of 4,616 units, prorated based on the performance period as of December 31, 2012) plus distribution equivalents accrued on those units. Asunits through the assumed termination date. The total units that would be payable, however, could be lower as a result of performance actually attained. Additionally, as Mr. Witherow would not receive that valueany payments until the scheduled payment datedates in 2015 and 2016, the dollar value to Mr. Witherowhim of that paymentthe units would depend uponon the unit price as of the 2015later applicable payment datedates and on the value of future distributions made prior to the 2015 payment date.dates. (5) Amount includesTotal value at December 31, 2012 of previously-earned 2008-2011 performance units. Amount also includes value of target number of 2012-2014 performance units and distribution equivalents accumulated on such target number of units through December 31, 2012.(6)This total does not include any amount that Mr. Witherow would receive pursuant to his 2012-2014 performance unit award. Any payment pursuant to that performance unit award would depend oncould be higher or lower depending upon the factors described in footnote (4) and would increase the total payout reported for this column.Preliminary Copy2012,2013, are as follows: Executive Benefits
and Payments Upon
Separation All
Terminations Termination
Other than
For Cause
or For Good
Reason Termination
upon
Non-renewal Disability Death Change in
Control
Only Termination
upon Change
in Control $ 16,346 $ 16,346 $ 16,346 $ 16,346 $ 16,346 $ 16,346 $ 16,346 - 914,000 457,000 914,000 - - 805,917 (1) 129,062 (2) 129,062 (2) 129,062 (2) 129,062 (2) 129,062 (2) 100,008 (3) 129,062 (2) - - - - - 84,660 84,660 - 236,236 - 236,236 236,236 236,236 236,236 - - - 654,357 654,357 654,357 654,357 - - - 251,577 (4) 251,577 (4) 376,248 (5) 376,248 (5) - 28,929 14,464 28,929 14,464 - 36,161 $ 145,408 $ 1,324,573 $ 616,872 $ 2,230,507 (6) $ 1,302,042 (6) $ 1,467,855 $ 2,338,987 Executive Benefits and Payments Upon Separation All Terminations Termination Other than For Cause or For Good Reason Termination upon Non-renewal Disability Death Change in Control Only Termination upon Change in Control Compensation Earned but unpaid salary $ 20,033 $ 20,033 $ 20,033 $ 20,033 $ 20,033 $ 20,033 $ 20,033 Severance — 525,000 525,000 525,000 — — 621,401 (1 ) Incentive compensation 187,656 (2 ) 187,656 (2 ) 187,656 (2 ) 187,656 (2 ) 187,656 (2 ) 16,281 (3 ) 187,656 (2 ) Unit Options — — — — — 704,573 704,573 Phantom units — — — 258,851 258,851 258,851 258,851 Restricted units — — — 1,174,027 1,174,027 1,174,027 1,174,027 Performance units — — — 359,229 (4 ) 359,229 (4 ) 521,886 521,886 Benefits Health benefits — 14,617 14,617 14,617 14,617 14,617 36,543 Totals $ 207,689 $ 747,306 $ 747,306 $ 2,539,413 (5 ) $ 2,014,413 (5 ) $ 2,710,268 $ 3,524,970 (1) $548,192$1,237,972 to comply with the 280G cap and cutback provision of Mr. Zimmerman’s employment agreement. Pre-capped severance amount based on 20112012 cash compensation, as defined in employment agreement and described above on page 38.37, which reflects the salary and target annual cash bonus for 2012. See “Summary Compensation Table for 2012”2013” for increased 20122013 salary versus 20112012 and “Grants of Plan Based Awards Table for 2012”2013” for 20122013 target cash incentive opportunity, which would result in higher severance amount for change in control and termination dates on and after January 1, 20132014 (subject to the 280G cap and cutback provision).(2) 20122013 cash incentive award paid prior to the assumed termination date.(3) 20122013 cash incentive award at 100% of the target level less the amount of the award paid prior to the assumed date of the change in control.(4) Amount includes value at December 31, 2012 of earned 2008-2011 performance units, but excludes value of prorated 2012-2014 performance units. If Mr. Zimmerman had died or had become disabled on December 31, 2012,2013, he would be entitled to receive payment in 2015 and 2016, respectively, as provided in his 2012-2014 and 2013-2015 performance unit awardawards as if he were employed on the applicable payment date. Any such paymentpayments would be prorated as of December 31, 2012,2013, the date of death or disability. Any such payment alsodisability, and would depend upon the level of attainment of the performance metrics. IfThis amount assumes that all performance metrics are met over the applicable performance period the maximum valueand that Mr. Zimmerman would receive in these circumstances would bethe maximum number of units. Accordingly, this amount represents the value at December 31, 2013 of 3,965 units (i.e., 2/3 of the maximum units under the 2012 award) and 3,281 units (i.e., 1/3 of the maximum units under the 2013 award), plus the value of 1,868 units (e.g., the value of 5,605 units, prorated based on the performance period as of December 31, 2012) plus distribution equivalents accrued on those units. Asunits through the assumed termination date. The total units that would be payable, however, could be lower as a result of performance actually attained. Additionally, as Mr. Zimmerman would not receive that valueany payments until the scheduled payment datedates in 2015 and 2016, the dollar value to Mr. Zimmermanhim of that paymentthe units would depend uponon the unit price as of the 2015later applicable payment datedates and on the value of future distributions made prior to the 2015 payment date.(5) Amount includesTotal value at December 31, 2012 of previously-earned 2008-2011 performance units. Amount also includes value of target number of 2012-2014 performance units and distribution equivalents accumulated on such target number of units through December 31, 2012.(6)This total does not include any amount that Mr. Zimmerman would receive pursuant to his 2012-2014 performance unit award. Any payment pursuant to that performance unit award would depend oncould be higher or lower depending upon the factors described in footnote (4) and would increase the total payout reported for this column.Preliminary CopyKelley SemmelrothThe payments that would have been made to Ms. Semmelroth upon a termination of her employment or a change in control of the Partnership as of December 31, 2012, are as follows: Executive Benefits
and Payments Upon
Separation All
Terminations Termination
Other than
For Cause
or For Good
Reason Termination
upon
Non-renewal Disability Death Change in
Control
Only Termination
upon Change
in Control $ 9,615 $ 9,615 $ 9,615 $ 9,615 $ 9,615 $ 9,615 $ 9,615 - 258,000 258,000 258,000 - - - (1) 60,735 (2) 60,735 (2) 60,735 (2) 60,735 (2) 60,735 (2) 47,062 (3) 60,735 (2) - - - - - 37,350 37,350 - - - 528,123 528,123 528,123 528,123 - - - 348,250 348,250 348,250 348,250 - - - - (4) - (4) 54,990 54,990 - 14,464 14,464 14,464 14,464 - 36,161 $ 70,350 $ 342,814 $ 342,814 $ 1,219,187 (5) $ 961,187 (5) $ 1,025,390 $ 1,075,224 (1)Amount based on 2011 cash compensation, as defined in employment agreement and described above on page 38, and reflects that Ms. Semmelroth was not employed with us until February 2012. See “Summary Compensation Table for 2012” for 2012 salary and “Grants of Plan Based Awards for 2012” for 2012 target cash incentive opportunity, which would result in a severance payment to Ms. Semmelroth for change in control and termination dates on and after January 1, 2013 (subject to the 280G cap and cutback provision).(2)Amount excludes portion of 2012 cash incentive award paid prior to the assumed termination date.(3)Amount represents payout of the 2012 cash incentive award at 100% of the target level less the amount of the award paid prior to the assumed date of the change in control.(4)If Ms. Semmelroth had died or had become disabled on December 31, 2012, she would be entitled to receive payment in 2015 as provided in her 2012-2014 performance unit award as if she were employed on the payment date. Any such payment would be prorated as of December 31, 2012, the date of death or disability. Any such payment also would depend upon the level of attainment of the performance metrics. If all performance metrics are met over the performance period, the maximum value Ms. Semmelroth would receive in these circumstances would be the value of 824 units (e.g., the value of 2,472 units, prorated based on the performance period as of December 31, 2012) plus distribution equivalents on those units. As Ms. Semmelroth would not receive that value until the scheduled payment date in 2015, the dollar value to Ms. Semmelroth of that payment would depend upon the unit price as of the 2015 payment date and on the value of future distributions made prior to the 2015 payment date.(5)This total does not include any amount that Ms. Semmelroth would receive pursuant to her 2012-2014 performance unit award. Any payment pursuant to that performance unit award would depend on the factors described in the preceding footnote and would increase the total payout reported for this column.Preliminary Copy2012,2013, are as follows: Executive Benefits
and Payments Upon
Separation All
Terminations Termination
Other than
For Cause
or For Good
Reason Termination
upon
Non-renewal Disability Death Change in
Control
Only Termination
upon Change
in Control $ 12,500 $ 12,500 $ 12,500 $ 12,500 $ 12,500 $ 12,500 $ 12,500 - 1,005,000 335,000 1,005,000 - - 1,024,042 (1) 85,535 (2) 85,535 (2) 85,535 (2) 85,535 (2) 85,535 (2) 66,280 (3) 85,535 (2) - - - - - 48,553 48,553 - 294,398 - 294,398 294,398 294,398 294,398 - - - 452,728 452,728 452,728 452,728 - - - 219,733 (4) 219,733 (4) 291,251 (5) 291,251 (5) - 43,393 14,464 43,393 14,464 - 36,161 $ 98,035 $ 1,440,826 $ 447,499 $ 2,113,287 (6) $ 1,079,358 (6) $ 1,165,710 $ 2,245,168 Executive Benefits and Payments Upon Separation All Terminations Termination Other than For Cause or For Good Reason Termination upon Non-renewal Disability Death Change in Control Only Termination upon Change in Control Compensation Earned but unpaid salary $ 14,685 $ 14,685 $ 14,685 $ 14,685 $ 14,685 $ 14,685 $ 14,685 Severance — 350,000 350,000 350,000 — — 920,616 (1 ) Incentive compensation 119,218 (2 ) 119,218 (2 ) 119,218 (2 ) 119,218 (2 ) 119,218 (2 ) 10,343 (3 ) 119,218 (2 ) Unit Options — — — — — 394,213 394,213 Phantom units — — — 354,417 354,417 354,417 354,417 Restricted units — — — 789,739 789,739 789,739 789,739 Performance units — — — 202,193 (4 ) 202,193 (4 ) 291,623 291,623 Benefits Health benefits — 14,617 14,617 14,617 14,617 — 36,543 Totals $ 133,903 $ 498,520 $ 498,520 $ 1,844,869 (5 ) $ 1,494,869 (5 ) $ 1,855,020 $ 2,921,054 (1) $199,217$420,008 to comply with the 280G cap and cutback provision of Mr. Bender’s employment agreement. Pre-capped severance amount based on 20112012 cash compensation, as defined in employment agreement and described above on page 38.37, which reflects the salary and target annual cash bonus for 2012. See “Summary Compensation Table for 2012”2013” for increased 20122013 salary versus 20112012 and “Grants of Plan Based Awards Table for 2012”2013” for 20122013 target cash incentive opportunity, which would result in higher severance amount for change in control and termination dates on and after January 1, 20132014 (subject to the 280G cap and cutback provision).(2)Amount excludes portion of 2012 cash incentive award paid prior to the assumed termination date.(3) 20122013 cash incentive award at 100% of the target level less the amount of the award paid prior to the assumed date of the change in control.(4) Amount includes value at December 31, 2012 of earned 2008-2011 performance units, but excludes value of prorated 2012-2014 performance units. If Mr. Bender had died or had become disabled on December 31, 2012,2013, he would be entitled to receive payment in 2015 and 2016, respectively, as provided in his 2012-2014 and 2013-2015 performance unit awardawards as if he were employed on the applicable payment date. Any such paymentpayments would be prorated as of December 31, 2012,2013, the date of death or disability. Any such payment alsodisability, and would depend upon the level of attainment of the performance metrics. IfThis amount assumes that all performance metrics are met over the applicable performance period the maximum valueand that Mr. Bender would receive in these circumstances would bethe maximum number of units. Accordingly, this amount represents the value at December 31, 2013 of 2,275 units (i.e., 2/3 of the maximum units under the 2012 award) and 1,804 units (i.e., 1/3 of the maximum units under the 2013 award), plus the value of 1,071 units (e.g., the value of 3,215 units, prorated based on the performance period as of December 31, 2012) plus distribution equivalents accrued on those units. Asunits through the assumed termination date. The total units that would be payable, however, could be lower as a result of performance actually attained. Additionally, as Mr. Bender would not receive that valueany payments until the scheduled payment datedates in 2015 and 2016, the dollar value to Mr. Benderhim of that paymentthe units would depend uponon the unit price as of the 2015later applicable payment datedates and on the value of future distributions made prior to the 2015 payment date.(5) Amount includesTotal value at December 31, 2012 of previously-earned 2008-2011 performance units. Amount also includes value of target number of 2012-2014 performance units and distribution equivalents accumulated on such target number of units through December 31, 2012.(6)This total does not include any amount that Mr. Bender would receive pursuant to his 2012-2014 performance unit award. Any payment pursuant to that performance unit award would depend oncould be higher or lower depending upon the factors described in footnote 4.Executive Benefits and Payments Upon Separation All Terminations Termination Other than For Cause or For Good Reason Termination upon Non-renewal Disability Death Change in Control Only Termination upon Change in Control Compensation Earned but unpaid salary $ 14,685 $ 14,685 $ 14,685 $ 14,685 $ 14,685 $ 14,685 $ 14,685 Severance — 350,000 350,000 350,000 — — 398,553 (1 ) Incentive compensation 110,048 (2 ) 110,048 (2 ) 110,048 (2 ) 110,048 (2 ) 110,048 (2 ) 9,548 (3 ) 110,048 (2 ) Unit Options — — — — — 394,213 394,213 Phantom units — — — 620,697 620,697 620,697 620,697 Restricted units — — — 789,739 789,739 789,739 789,739 Performance units — — — 202,193 (4 ) 202,193 (4 ) 291,623 291,623 Supplemental retirement — — — 76,370 76,370 76,370 76,370 Benefits Health benefits — 11,690 11,690 11,690 11,690 — 29,224 Totals $ 124,733 $ 486,423 $ 486,423 $ 2,175,422 (5 ) $ 1,825,422 (5 ) $ 2,196,875 $ 2,725,152 (1) Amount was decreased by $867,634 to comply with the 280G cap and cutback provision of Mr. Milkie’s employment agreement. Pre-capped severance amount based on 2012 cash compensation, as defined in employment agreement and described above on page 37, which reflects the salary and target annual cash bonus for 2012. See “Summary Compensation Table for 2013” for 2013 salary and “Grants of Plan Based Awards Table for 2013” for 2013 target cash incentive opportunity, which would result in higher severance amount for change in control and termination dates on and after January 1, 2014 (subject to the 280G cap and cutback provision). (3) Amount represents payout of the 2013 cash incentive award at 100% of the target level less the amount of the award paid prior to the assumed date of the change in control. (4) If Mr. Milkie had died or had become disabled on December 31, 2013, he would be entitled to receive payment in 2015 and 2016, respectively, as provided in his 2012-2014 and 2013-2015 performance unit awards as if he were employed on the applicable payment date. Any such payments would be prorated as of December 31, 2013, the date of death or disability, and would increasedepend upon the level of attainment of the performance metrics. This amount assumes that all performance metrics are met over the applicable performance period and that Mr. Milkie would receive the maximum number of units. Accordingly, this amount represents the value at December 31, 2013 of 2,275 units (i.e., 2/3 of the maximum units under the 2012 award) and 1,804 units (i.e., 1/3 of the maximum units under the 2013 award), plus the value of distribution equivalents accrued on those units through the assumed termination date. The total payout reported for this column.units that would be payable, however, could be lower as a result of performance actually attained. Additionally, as Mr. Milkie would not receive any payments until the scheduled payment dates in 2015 and 2016, the value to him of the units would depend on the unit price as of the later applicable payment dates and on the value of future distributions made prior to the payment dates.Preliminary Copy(5) Total value could be higher or lower depending upon the factors described in footnote 4. 20132014 is as follows:1. 2. 3. 20122012.2013. The schedule of fees for 20122013 was as follows:1. 2. Preliminary Copy3. (a) (b) (c) (d) (e) (f) (g) (h) Name (1) Fees Earned
or
Paid in Cash Unit
Awards Option
Awards
(2) Non-Equity
Incentive Plan
Compensation Change
in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings All Other
Compensation Total $ 115,240 $ - $ - $ - $ - $ - $ 115,240 $ 214,126 $ - $ - $ - $ - $ - $ 214,126 $ 197,000 $ - $ - $ - $ - $ - $ 197,000 $ 64,735 $ 30,563 $ - $ - $ - $ - $ 95,298 $ 189,087 $ - $ - $ - $ - $ - $ 189,087 $ 94,154 $ - $ - $ - $ - $ - $ 94,154 $ 190,529 $ - $ - $ - $ - $ - $ 190,529 $ 46,327 $ 48,971 $ - $ - $ - $ - $ 95,298 $ 35,163 $ 61,161 $ - $ - $ - $ - $ 96,324 $ 90,721 $ - $ - $ - $ - $ - $ 90,721 (a) (b) (c) (d) (e) (f) (g) (h) Fees Earned or Paid in Cash ($) Unit Awards ($) Non-Equity Incentive Plan Compensation ($) Change in Pension Value and Nonqualified Deferred Compensation Earnings All Other Compensation ($) Total ($) Eric L. Affeldt $ 235,000 $ — $ — $ — $ — $ — $ 235,000 Gina D. France $ 197,000 $ — $ — $ — $ — $ — $ 197,000 Daniel J. Hanrahan $ 67,654 $ 120,000 $ — $ — $ — $ — $ 187,654 $ 80,048 $ — $ — $ — $ — $ — $ 80,048 Tom Klein $ 190,000 $ — $ — $ — $ — $ — $ 190,000 $ 72,048 $ 34,039 $ — $ — $ — $ — $ 106,087 John M. Scott III $ 191,346 $ — $ — $ — $ — $ — $ 191,346 Lauri M. Shanahan $ 67,000 $ 120,000 $ — $ — $ — $ — $ 187,000 Debra Smithart-Oglesby $ 69,000 $ 120,000 $ — $ — $ — $ — $ 189,000 (1) Partnership’sPartnership's President and Chief Executive Officer, is not included in this table as he was an employee of the Partnership in 20122013 and thus received no compensation for his service as a Director. The compensation to Mr. Ouimet as an employee of the Partnership is shown in the Summary Compensation Table on page 23 and our other Executive Compensation disclosures. Richard L. Kinzel, the Partnership’s former President and Chief Executive Officer, is not included in this table because he was a named executive officer for 2012, and his compensation for service as a Director is fully reflected in the Summary Compensation Table on page 23, together with his other compensation information there and throughout the Executive Compensation Section.(2) 2012,2013, no non-employee Director had any options outstanding.(3) 27, 20126, 2013 for Messrs. Harvie, Kwiatowski, and Tishman.(4) 27, 20126, 2013 for Mr. Hanrahan and Mses. Shanahan and Smithart-Oglesby.Partnership’sPartnership's proxy statement and the Partnership’sPartnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2012.John M. Scott IIIPreliminary CopyPartnership’sPartnership's Directors, each of the Board’sBoard's nominees for election at the annual meeting, each of the named executive officers, all current directors and executive officers as a group as of April 11, 2014, and by each person known by the Partnership to own 5% or more of its units as of April 12, 2013. Amount and Nature of Beneficial Ownership Beneficial
Ownership (1) Investment Power Voting Power (1) Percentage
of
Units (2) Sole Shared Sole Shared 117,612 (3) 115,612 2,000 115,612 115,612 * 49,027 (4) 47,562 1,465 47,562 1,465 * 77,746 (5) 77,746 - 77,746 - * 14,698 (6) 14,698 - 14,698 - * 56,144 (7) 56,144 - 56,144 - * 991,941 942,949 48,992 942,949 48,992 1.8 % 22,200 22,200 - 22,200 - * 10,525 10,525 - 10,525 - * 3,982 982 3,000 982 3,000 * 10,000 10,000 - 10,000 - * 892 892 - 892 - * 1,177 1,177 - 1,177 - * 2,233 2,233 - 2,233 - * - - - - - - 1,479,631 1,423,916 55,715 1,423,916 55,715 2.7 % Amount and Nature of Beneficial Ownership Beneficial Investment Power Percentage Name of Beneficial Owner Sole Shared Sole Shared Matthew A. Ouimet 226,375 (3 ) 132,640 2,000 224,375 2,000 * Brian C. Witherow 69,627 (4 ) 45,613 1,550 68,077 1,550 * Richard A. Zimmerman 108,012 (5 ) 80,325 — 108,012 — * H. Philip Bender 68,248 (6 ) 51,330 — 68,248 — * Duffield E. Milkie 53,558 (7 ) 36,369 271 53,287 271 * Eric L. Affeldt 27,200 27,200 — 27,200 — * Gina D. France 10,525 10,525 — 10,525 — * Tom Klein 6,148 3,148 3,000 3,148 3,000 * 10,999 (8) (9) 8,260 1,740 8,260 1,740 * Daniel J. Hanrahan 4,341 (9 ) 3,342 — 3,342 — * Lauri M. Shanahan 4,573 (9 ) 3,574 — 3,574 — * Debra Smithart-Oglesby 6,219 6,219 — 6,219 — * D. Scott Olivet 1,679 (9 ) 680 — 680 — * 740,486 503,051 8,561 731,925 8,561 1.3% * (1) 68,423;91,735; Mr. Witherow, 18,324;22,464; Mr. Zimmerman, 22,253; Ms. Semmelroth, 11,522;27,687; Mr. Bender, 14,977;16,918; Mr. Milkie, 16,918; and all executive officers and directors as a group (18(17 individuals) 185,192.(2) owner’sowner's ownership percentage has been calculated assuming full exercise of outstanding options to purchase units, if any, exercisable by such owner within 60 days after April 12, 2013,11, 2014, but no exercise of outstanding options covering units held by any other person. The ownership percentage of the Directors and executive officers as a group has been calculated assuming full exercise of outstanding options that the Directors and executive officers as a group have the right to exercise within 60 days after April 12, 2013,11, 2014, but no exercise of outstanding options covering units held by anyone outside that group.(3) 115,612224,375 units as to which Mr. Ouimet has sole voting and investment power (which includes 86,817125,954 units beneficially owned as of April 12, 201311, 2014 and 28,79598,421 units that Mr. Ouimet has the right to acquire within 60 days of April 12, 201311, 2014 through the exercise of options)options and 132,640 in which he has sole investment power); and 2,000 units for which he has shared voting and investment power.Preliminary Copy(4) 47,56268,077 units as to which Mr. Witherow has sole voting and investment power (which includes 41,43347,189 units beneficially owned as of April 12, 201311, 2014 and 6,12920,888 units that Mr. Witherow has the right to acquire within 60 days of April 12, 201311, 2014 through the exercise of options)options and 45,613 in which he has sole investment power); and 1,4651,550 units for which he has shared voting and investment power.(5) 77,746108,012 units as to which Mr. Zimmerman has sole voting and investment power (which includes 70,54782,638 units beneficially owned as of April 12, 201311, 2014 and 7,19925,374 units that Mr. Zimmerman has the right to acquire within 60 days of April 12, 201311, 2014 through the exercise of options)options and 80,325 in which he has sole investment power).(6) 14,698 units as to which Ms. Semmelroth has sole voting and investment power (which includes 11,522 units beneficially owned as of April 12, 2013 and 3,176 units that Ms. Semmelroth has the right to acquire within 60 days of April 12, 2013 through the exercise of options).(7)Consists of 56,14468,248 units as to which Mr. Bender has sole voting and investment power (which includes 52,01553,956 units beneficially owned as of April 12, 201311, 2014 and 4,12914,292 units that Mr. Bender has the right to acquire within 60 days of April 12, 201311, 2014 through the exercise of options)options and 51,330 in which he has sole investment power).(7) Consists of 53,287 units as to which Mr. Milkie has sole voting (which includes 38,995 units beneficially owned as of April 11, 2014 and 14,292 units that Mr. Milkie has the right to acquire within 60 days of April 11, 2014 through the exercise of options and 36,369 in which he has sole investment power); and 271 units for which he has shared voting and investment power. (8) (9) Includes units which such Directors have the vested right to acquire (within sixty (60) days of April 11, 2014) through the conversion of deferred units under the Director equity deferred compensation program upon termination of service as a Director of Cedar Fair: (i) Mr. Scott III (999 units), (ii) Mr. Hanrahan (999 units), (iii) Ms. Shanahan (999 units), and (iv) Mr. Olivet (999 units). (10) The unit amounts listed include a total of 62,471207,390 units of limited partner interest which all current directors and executive officers as a group have vested options to acquire within 60 days from April 12, 2013.11, 2014. Amount and Nature of
Beneficial Ownership Percentage
of Units 7,196,064 (1) 13.0 %(1) Name and Address of Beneficial Owner Neuberger Berman Group LLC Neuberger Berman LLC 605 Third Avenue New York, NY 10158 15.7 % (1 ) MSDC Management, L.P. MSD Torchlight Partners, L.P. 645 Fifth Avenue, 21st Floor New York, NY 10022 6.8 % (2 ) (1) December 31, 2012.February 12, 2014. On the Schedule 13G,13G/A, NB reported shared voting power over 5,786,5188,285,406 units and reported shared dispositive power over and aggregate beneficial ownership of 7,196,0648,762,442 units.(2) Based upon a Schedule 13G/A filing by MSDC Management, L.P. and MSD Torchlight Partners, L.P. (collectively, “MSD”) on February 13, 2014. On the Schedule 13G/A, MSD reported shared voting power, shared dispositive power and aggregate beneficial ownership of 3,812,073 units. Corporate Vice President—Resale,President - Merchandise and Games, Cedar Point, are employed by Cedar Fair and received compensation of approximately $417,125$441,881 and $390,032,$419,869, respectively, in 2012.2013. Richard Kinzel served as a member of our board last year through the 2013 annual meeting. There were no other transactions that must be disclosed between the Partnership and our officers, directors, Board nominees for election or any person related to our officers or directors or Board nominees for election, or with any holder of more than 5% of the outstanding units, during 20122013 and through the date of this proxy statement.Board’sBoard's Corporate Governance Guidelines include policies and procedures for the review and approval of interested transactions, which are defined as transactions in which CFMI or the Partnership participate and any executive officer, director, director nominee or other related party has a direct or indirect material interest. The definition of interested transactions is intended to cover the types of transactions subject to Regulation S-K Item 404 and excludes certain types of transactions consistent with that regulation. The policy generally presumes a related party’sparty's interest to be material unless clearly incidental in nature or determined in accordance with the policy to be immaterial in nature.Preliminary Copyparty’sparty's interest in the transaction, (iii) the business purpose for and reasonableness of the transaction, including available alternatives for achieving the business purpose, (iv) whether the terms of the transaction are comparable to those that could be negotiated with an unrelated third party, (v) whether the transaction impacts the independence or objectivity of director or executive officer, and (vi) whether the transaction creates the perception of impropriety. Authority is delegated under the policy to the Committee Chair to pre-approve or ratify any interested transactions that do not involve a director and that are expected to involve less than $120,000, subject to subsequent review by the Committee. No director is allowed to participate in any discussion or approval of an interested transaction for which he or she is a related party, except for providing material information as to the transaction and for counting to determine the presence of a quorum to act on the transaction. An ad hoc committee of at least two independent directors may be designated by the Board where less than two members of the Committee would be available to review an interested transaction involving a member of a Committee.2012,2013, except as set forth below, no Director, officer, or beneficial owner of more than ten percent of the Partnership’sPartnership's outstanding units failed to file on a timely basis reports required by Section 16(a) of the Exchange Act during 201 except for one2013. One late Form 4 filingwas filed for each of the following individuals,regarding one transaction.Partnership’sPartnership's independent registered public accounting firm and for assisting the Board in its oversight of the financial statement reporting, internal audit and risk management functions.Partnership’sPartnership's internal control over financial reporting. The Audit Committee’sCommittee's responsibility is to monitor and review these processes, acting in an oversight capacity.20122013 contained in the Partnership’sPartnership's Annual Report on Form 10-K/A filed May 10, 201310-K withPreliminary Copythe Statement on Auditing StandardsStandard No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU Section 380)16, "Communications with Audit Committees", as adopted by the Public Company Accounting Oversight Board in Rule 3200T.Board. The Committee also discussed with Deloitte & Touche LLP their independence from Cedar Fair Management, Inc., and the Partnership and its management, including the matters in the written disclosures and letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’sauditor's communications with the audit committee concerning independence, which the Audit Committee has received, and considered their independence in connection with non-audit services provided. The Audit Committee also reviewed with Deloitte & Touche LLP the critical accounting policies and practices followed by the Partnership and other material written communications between Deloitte & Touche LLP and the management of the Partnership, including its report on the Partnership’sPartnership's internal control over financial reporting.Partnership’sPartnership's Annual Report on Form 10-K/A10-K for the year ended December 31, 20122013 for filing with the Securities and Exchange Commission. The Board of Directors approved the recommendation.$982,095$1,303,100 and $924,896$982,095 for professional services rendered for the 20122013 and 20112012 audits of the annual financial statements and internal control over financial reporting, the review of the financial statements included in Forms 10-Q, and other services in connection with statutory and regulatory filings.audit relatedaudit-related fees billed by Deloitte in 20122013 and 2011.2012. Audit-related services principally include due diligence, assurance services that are reasonably related to the performance of the audit or review of the Partnership’sPartnership's financial statements and other attestation services or consultations that are not reported under audit fees.In 2011, the Partnership was billed by Deloitte $220,843 and $103,165 in fees for services related to tax compliance and tax planning, respectively.Preliminary CopyPartnership’sPartnership's independent auditors.expects the total amount of costs and expenditures to be incurred with respect to solicitations for the 2013 annual meeting (excluding costs represented by salaries and wages of regular employees and officers) to be consistent with the total amount that it normally expends for solicitations for an election of directors in the absence of a contest. The Partnership has retained Morrow & Co., LLC to aid in the solicitation of proxies and to verify certain records related to the solicitation. Morrow & Co., LLC will receive a fee of between $5,000 and $10,000 as compensation for its services plus reimbursement for its related out-of-pocket expenses. Those fees and anticipated out-of-pocket expenses represent the amount normally expended for Morrow’s services in connection with solicitations for the Partnership with respect to an election of directors in the absence of a contest. CFMI, its directors and certain of its officers and employees also may solicit the vote of unitholders. These persons will receive no additional compensation for their assistance in soliciting proxies. Additional information regarding persons who are participants in this proxy solicitation is set forth in Appendix A. Total costs and expenditures to date for, in furtherance of or in connection with solicitations of proxies have not exceeded the Partnership’s normal expenditures in connection with solicitations for an election of directors in the absence of a contest (excluding salaries and wages of regular employees and officers).20142015 ANNUAL MEETING20142015 annual meeting and to have the proposal considered for inclusion in the Partnership’sPartnership's proxy statement and form of proxy for that meeting pursuant to SEC Rule 14a-8 must deliver the proposal to the Partnership at its principal executive offices not later than January 16,December 24, 2014. Any unitholder who wishes to present such a proposal at the 20142015 annual meeting other than for inclusion in the Partnership’sPartnership's proxy statement and form of proxy must deliver the proposal to the Partnership at its executive officers not later than April 1, 2014March 9, 2015 or such proposal will be untimely. If a unitholder fails to submit the proposal by April 1, 2014,March 9, 2015, the appointed proxies may exercise discretionary voting authority on the proposal.unitholder’sunitholder's notice must be delivered to or received by the Partnership not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’syear's annual meeting of unitholders. However, if the annual meeting is advanced more than 30 days prior to the anniversary or delayed more than 60 days after such anniversary, then to be timely such notice must be received by the Partnership no later than the later of 70 days prior to the date of the annual meeting or the 10th day following the day on which public announcement of the date of the annual meeting was made. In order for a unitholder’sunitholder's notice to be proper, such notice must include all the necessary information prescribed in the Partnership Agreement and the nominating person and the unitholder-nominated director candidate must provide and timely supplement certain relevant background, biographical, security ownership and other information. In addition, the nominating person must be entitled to vote at and hold units as of the annual meeting. The Partnership and General Partner are not required to include in its proxyPreliminary Copy20132015 annual meeting is held no earlier than May 7, 20145, 2015 and no later than August 5, 2014,3, 2015, any nominations will need to be delivered or received no earlier than March 8, 20146, 2015 and no later than April 7, 20145, 2015 in order to be timely.Partnership’sPartnership's proxy statement and annual report may have been sent to multiple unitholders in your household unless your nominee has received contrary instructions. We will promptly deliver a separate copy of the documents to you if you write or call us at the following address or phone number: Cedar Fair, L.P., One Cedar Point Drive, Sandusky, Ohio 44870, telephone (419) 627-2233, Attention: Investor Relations. Beneficial owners who want to receive separate copies of the proxy statement and annual report in the future, or who are receiving multiple copies and would like to receive only one copy for their households, should contact their broker, bank or other nominee record holder.Partnership’sPartnership's Form 10-K, could adversely affect our future financial performance and cause actual results to differ materially from our expectations.Preliminary CopyAppendix AINFORMATION REGARDING PARTICIPANTSIN CEDAR FAIR’S SOLICITATION OF PROXIESThe following tables set forth the name and business address of our Directors and Director nominees recommended by our Board of Directors, and the name, present principal occupation and business address of our officers and employees who, under the rules of the Securities and Exchange Commission, are considered to be participants in our solicitation of proxies from the unitholders in connection with the 2013 Annual Meeting of Limited Partner Unitholders.Directors and NomineesThe principal occupations or employment of our continuing Directors and Director nominees recommended by our Board of Directors who are considered participants in our solicitation of proxies are set forth under the section above titled “Proposal One. Election of Directors” of this Proxy Statement on page 3. The name and business addresses of the organization of employment of our continuing non-employee Directors and Director nominees are as follows:NameBusiness AddressEric L. AffeldtClubCorp, Inc.3030 Lyndon B. Johnson Freeway, Suite 600Dallas, Texas 75234Gina D. FranceFrance Strategic Partners LLC5373 Rustic Hills Drive, Suite 500Medina, Ohio 44256Daniel J. HanrahanRegis Corp.7201 Metro Blvd.Minneapolis, Minnesota 55439Tom KleinSabre Holdings3150 Sabre DriveSouthlake, Texas 76092John M. Scott, IIIOrient-Express1st Floor — Shackleton House4 Battle Bridget LaneLondon SE1 2HPLauri M. ShanahanMaroon Peak Advisors250 Woodside DriveWoodside, California 94062Debra Smithart-OglesbyO S Partners LLC6654 Gunpark Dr #102Boulder, Colorado 80301D. Scott OlivetRenegade Brands3201 Enterprise PkwySte. 490Beachwood, Ohio 44122Preliminary CopyRichard L. Kinzel, a current Class I Director and our former president and chief executive officer who retired from his employment with Cedar Fair in January 2012, is retiring from the Board at the 2013 annual meeting. Mr. Kinzel’s business address is c/o Cedar Fair, L.P., One Cedar Point Drive, Sandusky, Ohio 44870-5259.Officers and EmployeesThe principal occupations of our officers and employees who are considered “participants” in our solicitation of proxies are set forth below. The principal occupation refers to such person’s position with Cedar Fair, L.P., and the business address for each person is Cedar Fair, L.P., One Cedar Point Drive, Sandusky, Ohio 44870.NamePrincipal OccupationMatthew A. OuimetPresident and Chief Executive OfficerBrian C. WitherowExecutive Vice President and Chief Financial OfficerRichard A. ZimmermanChief Operating OfficerInformation Regarding Ownership of Partnership Units by ParticipantsThe number of Partnership units held by our directors and Messrs. Ouimet, Witherow, Zimmerman and Olivet as of April 12, 2013 is set forth under the Security Ownership of Certain Beneficial Owners and Management section of this Proxy Statement on page 55. No participant owns any securities of the Partnership of record that such participant does not own beneficially.Information Regarding Transactions in Partnership Units by ParticipantsThe following tables sets forth information regarding purchases and sales of Partnership units by each of the participants listed above under “Directors and Nominees” and “Officers and Employees” during the past two years. Unless otherwise indicated, all transactions were in the public market or pursuant to our equity compensation plans and none of the purchase price or market value of those securities is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities.Partnership Units Purchased or Sold (May 1, 2011 — May 13, 2013)NameTransactionDate# UnitsTransaction DescriptionEric L. Affeldt5/9/115,000Acquisition — Open Market Purchase8/8/112,000Acquisition — Open Market Purchase5/7/122,000Acquisition — Open Market Purchase11/16/12200Acquisition — Open Market PurchaseGina D. France8/5/111,350Acquisition — Open Market Purchase11/7/114,225Acquisition — Open Market Purchase1/3/122,751Acquisition — Grant of Units under Partnership’s 2008 Omnibus Incentive Plan2/13/12477Acquisition — Open Market Purchases through the Partnership’s Distribution Reinvestment Plan2/13/12189Acquisition — Open Market Purchases through a broker sponsored Distribution Reinvestment Plan2/7/131,533Acquisition — Open Market Purchases through the Partnership’s Distribution Reinvestment PlanPreliminary CopyPartnership Units Purchased or Sold (May 1, 2011 — May 13, 2013)NameTransactionDate# UnitsTransaction DescriptionDaniel J. Hanrahan1/3/13878Acquisition — Grant of Units under Partnership’s 2008 Omnibus Incentive PlanRichard L. Kinzel8/5/112,000Acquisition — Open Market Purchase8/5/11150Disposal — Open Market Sale9/13/11325Disposal — Open Market Sale1/10/12300Disposal — Open Market Sale1/23/124,461Acquisition — Unit Option Exercise2/13/124,652Acquisition — Open Market Purchases through the Partnership’s Distribution Reinvestment Plan2/13/12390Acquisition — Open Market Purchases through a broker sponsored Distribution Reinvestment Plan3/5/12322Disposal — Open Market Sale3/15/1250,000Disposal — Open Market Sale3/16/1250,000Disposal — Open Market Sale4/17/1221,930Disposal — Open Market Sale4/18/1214,077Disposal — Open Market Sale4/20/1216,741Disposal — Open Market Sale4/23/1225,987Disposal �� Open Market Sale7/2/1216,963Disposal — Open Market Sale7/3/1211,936Disposal — Open Market Sale7/5/1216,870Disposal — Open Market Sale7/6/1245,429Disposal — Open Market Sale7/9/1230,777Disposal — Open Market Sale7/10/1241,994Disposal — Open Market Sale7/11/1223,105Disposal — Open Market Sale7/12/1212,928Disposal — Open Market Sale2/7/13242Acquisition — Open Market Purchases through the Partnership’s Distribution Reinvestment PlanTom Klein3/23/121,000Acquisition — Open Market Purchase4/9/121,000Acquisition — Open Market Purchase9/6/12200Acquisition — Open Market Purchase9/10/12800Acquisition — Open Market Purchase11/13/12450Acquisition — Open Market Purchase11/14/1250Acquisition — Open Market PurchaseJohn M. Scott, III5/9/112,500Acquisition — Open Market Purchase8/4/111,000Acquisition — Open Market Purchase8/9/11500Acquisition — Open Market Purchase12/19/111,000Acquisition — Open Market PurchaseLauri M. Shanahan1/3/131,177Acquisition — Grant of Units under Partnership’s 2008 Omnibus Incentive PlanDebra Smithart-Oglesby1/3/131,757Acquisition — Grant of Units under Partnership’s 2008 Omnibus Incentive PlanMatthew A. Ouimet8/5/115,000Acquisition — Open Market Purchase2/13/12549Acquisition — Open Market Purchases through the Partnership’s Distribution Reinvestment PlanPreliminary CopyPartnership Units Purchased or Sold (May 1, 2011 — May 13, 2013)NameTransactionDate# UnitsTransaction Description3/7/1211,750Acquisition — Open Market Purchase3/27/1228,784Acquisition — Grant of Restricted Units3/27/1286,387Acquisition — Grant of Unit Options9/12/122,000Acquisition — Open Market Purchase10/29/1228,137Acquisition — Grant of Restricted Units2/7/13911Acquisition — Open Market Purchases through the Partnership’s Distribution Reinvestment Plan2/26/1311,502Acquisition — Grant of Restricted Units2/26/13122,492Acquisition — Grant of Unit OptionsBrian C. Witherow10/4/111,000Acquisition — Open Market Purchase11/8/1130Acquisition — Unit Option Exercise2/13/12472Acquisition — Open Market Purchases through the Partnership’s Distribution Reinvestment Plan2/13/1274Acquisition — Open Market Purchases through a broker sponsored Distribution Reinvestment Plan2/14/12181Acquisition — Unit Option Exercise3/13/124,611Acquisition — Grant of Units under Partnership’s 2008 Omnibus Incentive Plan3/27/125,926Acquisition — Grant of Restricted Units3/27/1217,786Acquisition — Grant of Unit Options6/14/122,000Acquisition — Open Market Purchase6/15/12500Acquisition — Open Market Purchase10/25/129,854Acquisition — Grant of Restricted Units2/7/13681Acquisition — Open Market Purchases through the Partnership’s Distribution Reinvestment Plan2/7/13162Acquisition — Open Market Purchases through a broker sponsored Distribution Reinvestment Plan2/26/132,544Acquisition — Grant of Restricted Units2/26/1327,092Acquisition — Grant of Unit Options3/8/135,380Acquisition — Grant of Units under Partnership’s 2008 Omnibus Incentive Plan3/12/131,000Acquisition — Unit Option ExerciseRichard A. Zimmerman8/5/1110,000Acquisition — Open Market Purchase2/13/12751Acquisition — Open Market Purchases through a broker sponsored Distribution Reinvestment Plan3/13/127,521Acquisition — Grant of Units under Partnership’s 2008 Omnibus Incentive Plan3/27/127,196Acquisition — Grant of Restricted Units3/27/1221,597Acquisition — Grant of Unit Options5/18/125,000Acquisition — Open Market Purchase10/25/1211,965Acquisition — Grant of Restricted Units12/21/123,000Acquisition — Open Market Purchase2/7/131,564Acquisition — Open Market Purchases through a broker sponsored Distribution Reinvestment Plan2/26/133,092Acquisition — Grant of Restricted Units2/26/1332,929Acquisition — Grant of Unit OptionsPreliminary CopyPartnership Units Purchased or Sold (May 1, 2011 — May 13, 2013)NameTransactionDate# UnitsTransaction Description3/8/139,697Acquisition — Grant of Units under Partnership’s 2008 Omnibus Incentive PlanD. Scott Olivet— — —Miscellaneous Information Concerning ParticipantsExcept as described in this Appendix A or otherwise disclosed in this Proxy Statement, to the Partnership’s knowledge:No participant owns any securities of the Partnership of record that such participant does not own beneficially.Other than the employment agreements and compensation-related agreements and arrangements disclosed in the proxy statement, and proxies given by the participants in connection with last year’s annual meeting to vote their units, no participant is, or was within the past year, a party to any contract, arrangements or understandings with any person with respect to any securities of Cedar Fair, including, but not limited to joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division or losses or profits, or the giving or withholding of proxies.No associate of any participant owns beneficially, directly or indirectly, any securities of the Partnership. No participant owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Partnership.Except as disclosed under “Certain Relationships and Related Transactions” in the proxy statement, no participant nor any associate of any participant is a party to any transaction, since the beginning of the Partnership’s last fiscal year, or any currently proposed transaction, in which (i) the Partnership was or is to be a participant, (ii) the amount involved exceeds $120,000, and (iii) any participant or associate or any related person thereof had or will have a direct or indirect material interest.
Except to the extent provided in the employment agreements with Messrs. Ouimet, Witherow and Zimmerman described in the proxy statement, no participant, or any associate of a participant, has any arrangement or understanding with any person (i) with respect to any future employment by the Partnership or its affiliates or (ii) with respect to any future transactions to which the Partnership or any of its affiliates will or may be a party.PRELIMINARY COPYCEDAR FAIR, L.P.ANNUAL MEETING OF LIMITED PARTNERS, JUNE 6, 2013This Proxy is Solicited on Behalf of the Board of Directors of Cedar Fair, L.P.’s General Partner,Cedar Fair Management, Inc.
The undersigned hereby appoints Matthew A. Ouimet and Brian C. Witherow and each of them jointly and severally, Proxies with full power of substitution, to vote as designated on the reverse side, all Limited Partnership Units of Cedar Fair, L.P. held of record by the undersigned on April 15, 2013, at the Annual Meeting of Limited Partners to be held on June 6, 2013, or any adjournment thereof.THE GENERAL PARTNER RECOMMENDS A VOTEFOR THE ELECTION OF MESSRS. AFFELDT, SCOTT AND OLIVET TO THE BOARD OF DIRECTORS,FOR THE PROPOSAL TO CONFIRM THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, ANDFOR THE PROPOSAL TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. THE LIMITED PARTNERSHIP UNITS REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED ON THE REVERSE SIDE. IF NO DIRECTION IS GIVEN IN THE SPACE PROVIDED ON THE REVERSE SIDE, THIS PROXY WILL BE VOTEDFOR THE ELECTION OF MESSRS. AFFELDT, SCOTT AND OLIVET, ANDFOR PROPOSALS 2 AND 3. IF ANY OF THE BOARD’S NOMINEES IS UNABLE OR UNWILLING TO SERVE AS A DIRECTOR AT THE TIME OF THE ANNUAL MEETING, THE PROXIES MAY USE THIS PROXY TO VOTE FOR A REPLACEMENT NOMINEE RECOMMENDED BY THE BOARD, WHETHER OR NOT ANY OTHER NOMINATIONS ARE PROPERLY MADE AT THE MEETING.(Continued and to be signed on the reverse side)SEE REVERSE SIDE- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -< TO VOTE BY MAIL, PLEASE DETACH HERE < Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The proxy statement and annual report are available free of charge at www.cedarfair.com/ir/proxyPRELIMINARY COPYThe Board of Directors recommends a vote FOR Messrs Affeldt, Scott and Olivet and FOR Proposals 2 and 3.Please mark vote as indicated in this examplex1. Election of Class I Directors of the General Partner for a three-year term expiring in 2016:Board’s Nominees:01 Eric L. Affeldt02 John M. Scott III03 D. Scott OlivetFOR ALL OF THE BOARD’S NOMINEES¨WITHHOLDAUTHORITY FOR ALL OFTHE BOARD’S NOMINEES¨*FOR ALLEXCEPT (See instructions)¨(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the “For All Except” box to the left and write that nominee’s name in the space provided below.)*For All Except FORAGAINSTABSTAIN2. To confirm the appointment of Deloitte & Touche LLP as our independent registered public accounting firm.¨¨¨FORAGAINSTABSTAIN3. To approve, on an advisory basis, the compensation of our named executive officers.¨¨¨4. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.This proxy, when properly executed, will be voted in the manner directed. If no direction is made, this proxy will be voted as the Board recommends.Date: , 2013Signature (Please sign exactly as your name appears to the left)Additional Signature (if held jointly)Title of AuthorityPlease sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.PLEASE SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE ENCLOSED ENVELOPE.- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -< TO VOTE BY MAIL, PLEASE DETACH HERE <
Your telephone or internet proxy authorizes the named proxies to vote your units in the same manner as if you marked, signed and returned your proxy card.AUTHORIZE YOUR PROXY BY PHONE: You will be asked to enter a CONTROL NUMBER which is located in the lower right hand corner of this form.OPTION A:You are encouraged to review each proposal and select a voting choice before you submit your proxy. Please press 0 in order to vote on each proposal separately.OPTION B:If you prefer not to select a voting choice with respect to each proposal you may press 1 to submit a proxy. If you select this option, your shares will be voted in accordance with the recommendations made by the Board of Directors.AUTHORIZE YOUR PROXY BY INTERNET: THE WEB ADDRESS ISwww.proxyvoting.com/FUNIF YOU AUTHORIZE YOUR PROXY BY PHONE OR INTERNET YOU NEED NOT MAIL THE PROXY CARD.Call«« Toll Free«« On a Touch-Telephone1-877-291-2190There is NO CHARGE to you for this callInternet and Telephone voting is available through 11:59 PMEastern Time on June 5, 2013CONTROL NUMBERfor Telephone/Internet Proxy Authorization