Item 5.02 Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Eric. T. Kalamaras
On May 25, 2019, Eric T. Kalamaras, Senior Vice President and Chief Financial Officer of American Midstream GP, LLC (the “General Partner”), a Delaware limited liability company and the general partner of American Midstream Partners, LP (the “Partnership”), entered into a Retention and Separation Plan with the General Partner (the “Kalamaras Retention and Separation Plan”). The Kalamaras Retention and Separation Plan sets forth the terms of Mr. Kalamaras’ continued employment through the occurrence of a Qualifying Termination Event (as defined in the Kalamaras Retention and Separation Plan) (such date, the “Kalamaras Termination Date”). Pursuant to the Kalamaras Retention and Separation Plan, unless Mr. Kalamaras’ employment is terminated on an earlier date, his employment with the General Partner will automatically terminate on December 31, 2019.
Under the terms of the Kalamaras Retention and Separation Plan, the General Partner agreed to pay Mr. Kalamaras a lump sum payment following the Kalamaras Termination Date equal to (i) any accrued and unpaid salary and paid time off through the Kalamaras Termination Date, (ii) twelve months’ base salary, plus (iii) Mr. Kalamaras’pro-rated current year annual cash bonus for the year of termination. In addition, all phantom units or other long-term incentive awards held by Mr. Kalamaras as of the Kalamaras Termination Date will vest at a settlement price of $5.25 per unit and the unvested portion of Mr. Kalamaras’ interest in the General Partner’sone-time $6 per unit cash retention bonus will automatically vest. The General Partner also agreed to provide Mr. Kalamaras and his dependents with COBRA coverage for a period of up to twelve months following the Kalamaras Termination Date. There were no disagreements between Mr. Kalamaras and the Partnership or the General Partner or any officer or director of the Partnership or the General Partner that led to Mr. Kalamaras’ entry into the Kalamaras Retention and Separation Plan.
The foregoing description of the Kalamaras Retention and Separation Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Kalamaras Retention and Separation Plan, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
Christopher B. Dial
On May 25, 2019, Christopher B. Dial, Senior Vice President and General Counsel of the General Partner, entered into a Retention and Separation Plan with the General Partner (the “Dial Retention and Separation Plan”). The Dial Retention and Separation Plan sets forth the terms of Mr. Dial’s continued employment through the occurrence of a Qualifying Termination Event (as defined in the Dial Retention and Separation Plan) (such date, the “Dial Termination Date”). Pursuant to the Dial Retention and Separation Plan, unless Mr. Dial’s employment is terminated on an earlier date, his employment with the General Partner will automatically terminate on December 31, 2019.
Under the terms of the Dial Retention and Separation Plan, the General Partner agreed to pay Mr. Dial a lump sum payment following the Dial Termination Date equal to (i) any accrued and unpaid salary and paid time off through the Dial Termination Date, (ii) twelve months’ base salary, (iii) Mr. Dial’spro-rated current year annual cash bonus for the year of termination, plus (iv) $150,000. In addition, all phantom units or other long-term incentive awards held by Mr. Dial as of the Dial Termination Date will vest at a settlement price of $5.25 per unit and the unvested portion of Mr. Dial’s interest in the General Partner’sone-time $6 per unit cash retention bonus will automatically vest. Unvested phantom units for the cash retention bonus do not include performance units. The General Partner also agreed to provide Mr. Dial and his dependents with COBRA coverage for a period of up to twelve months following the Dial Termination Date. There were no disagreements between Mr. Dial and the Partnership or the General Partner or any officer or director of the Partnership or the General Partner that led to Mr. Dial’s entry into the Dial Retention and Separation Plan.
The foregoing description of the Dial Retention and Separation Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Dial Retention and Separation Plan, which is attached hereto as Exhibit 10.2, and is incorporated herein by reference.
Louis J. Dorey
On May 25, 2019, Louis J. Dorey, Senior Vice President of Business Development of the General Partner entered into a Retention and Separation Plan with the General Partner (the “Dorey Retention and Separation Plan”). The Dorey Retention and Separation Plan sets forth the terms of Mr. Dorey’s continued employment through the occurrence of a Qualifying Termination Event (as defined in the Dorey Retention and Separation Plan) (such date, the “Dorey Termination Date”). Pursuant to the Dorey Retention and Separation Plan, unless Mr. Dorey’s employment is terminated on an earlier date, his employment with the General Partner will automatically terminate on January 1, 2020.
