Exhibit 10.1
CrossAmerica Partners LP
2022 INCENTIVE AWARD PLAN
The CrossAmerica Partners LP 2022 Incentive Award Plan (the “Plan”) was adopted on the Effective Date (as defined in Section 15 of the Plan) by CrossAmerica GP LLC, a Delaware limited liability company, the general partner (“General Partner”) of CrossAmerica Partners LP, a Delaware limited partnership (the “Partnership”). The purpose of the Plan is to provide for grants of incentive awards to improve the performance, encourage the continued service and increase the proprietary interest of certain Persons who participate in the Plan that provide services to the General Partner, the Partnership or any of their Affiliates. The Plan is designed to grant such Persons incentive compensation awards based on Units to encourage superior performance. The Plan is also contemplated to enhance the ability of the General Partner, the Partnership and their Affiliates to attract and retain the services of Persons who are essential for the growth and profitability of the Partnership and to encourage them to devote their best efforts to advancing the business of the Partnership.
Whenever used in this Plan, the following terms shall have the following respective meanings set forth in this Section 2:
IF "1"="1" "" "1" 17
For clarity, an initial public offering of Units shall not constitute a Change in Control. Notwithstanding the foregoing, with respect to an Award that is subject to Section 409A of the Internal Revenue Code of 1986, as amended, “Change of Control” shall mean a “change of control event” as defined in the regulations and guidance issued under Section 409A.
IF "2"="1" "" "2" 17
IF "3"="1" "" "3" 17
IF "4"="1" "" "4" 17
IF "5"="1" "" "5" 17
IF "6"="1" "" "6" 17
IF "7"="1" "" "7" 17
IF "8"="1" "" "8" 17
IF "9"="1" "" "9" 17
IF "10"="1" "" "10" 17
IF "11"="1" "" "11" 17
IF "12"="1" "" "12" 17
IF "13"="1" "" "13" 17
Upon the occurrence of a Change of Control, a recapitalization, reorganization, merger, consolidation, combination, exchange or change in the capitalization of the Partnership, any change in applicable law or regulation affecting the Plan or Awards thereunder, or any change in accounting principles affecting the financial statements of the General Partner or the Partnership, the Committee, in its sole discretion, without the consent of any Participant or holder of the Award, and on such terms and conditions as it deems appropriate, may take any one or more of the following actions in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or an outstanding Award:
IF "14"="1" "" "14" 17
Notwithstanding the foregoing, any such action contemplated under this Section 12 shall be effective only to the extent that such action will not cause any Award that is designed to satisfy Code Section 409A to fail to satisfy such section.
The Committee may amend or terminate the Plan and any instrument hereunder (including any Award Agreement) at any time, in whole or in part, and for any reason; provided, however, that no such amendment or termination shall adversely affect the rights of a Participant with respect to Awards granted to the Participant prior to the effective date of such amendment or termination. Notwithstanding the foregoing, the Board may amend the Plan or an Award to cause such Award to be exempt from Code Section 409A or to comply with the requirements of Code Section 409A or any other applicable law.
IF "15"="1" "" "15" 17
IF "16"="1" "" "16" 17
The Plan was adopted on August 11, 2022, subject to approval by the Partnership’s unitholders, and became effective on October 23, 2022 (the “Effective Date”). The Plan shall continue until the earliest of (i) the date terminated by the Board, (ii) all Units available under the Plan have been paid to Participants, or (iii) the 10th anniversary of the Effective Date. Unless otherwise expressly provided in the Plan or in an applicable Award Agreement, however, any Award granted prior to such termination, and the authority of the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such Award, shall extend beyond such termination date.
* * * * *
IF "17"="1" "" "17" 17