Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On January 6, 2023, the Board of Directors (the "Board") of Crestwood Equity GP
LLC, the general partner of Crestwood Equity Partners LP (the "Partnership")
approved the Second Amendment (the "Amendment") to the Crestwood Equity Partners
LP 2018 Long Term Incentive Plan (the "Plan"). Pursuant to the Amendment, if a
participant is Involuntary Terminated during the twelve (12) month period
immediately following the date a Change of Control (as defined in the Plan)
occurs, then all the participant's awards shall become fully vested on the date
of such termination. A participant is "Involuntarily Terminated" if the
participant's employment or service is terminated by the Partnership without
Employer Cause (as defined in the participant's Award Agreement or, if not
defined, as determined by the Compensation Committee in its sole discretion) or
by the participant due to Employee Cause (as defined in the participant's Award
Agreement, to the extent such provision is included in the participant's Award
Agreement).
The foregoing summary of the material provisions of the Amendment is intended to
be general in nature and is qualified by the full text of the Amendment, which
is incorporated by reference herein as an exhibit this Form 8-K.
Additionally, on January 6, 2023, Crestwood Operations LLC ("Employer") entered
into a 2023 Omnibus Amendment to each Executive Employment Agreement for each of
Robert Phillips, Robert Halpin, Steven Dougherty, Joel Lambert, William Moore,
Diaco Aviki, and John Black ("Omnibus Amendment"). Pursuant to the Omnibus
Amendment, equity awards issued on or after January 1, 2023, will not become
vested in connection with a Change of Control (as defined in the Plan). Such
awards will, however, become vested in connection with any termination by the
Employer for reasons other than Employer Cause or any resignation by the
employee due to Employee Cause (each as defined in the Executive Employment
Agreement). The Omnibus Amendment also makes certain additional changes to the
Executive Employment Agreements, including updating the definition of "Employee
Cause" in each employment agreement to provide that a change in the employee's
reporting relationship will be a basis for resignation, clarifying the manner
performance awards will become vested in connection with a termination by the
Employer for reasons other than Employer Cause or resignation by the employee
due to Employee Cause, and conforming the terms of the confidentiality
provisions to comply with changes in applicable law.
The foregoing summary of the material provisions of the Omnibus Amendment is
intended to be general in nature and is qualified by the full text of the
Omnibus Amendment, which is incorporated by reference herein as Exhibit 10.2 to
this Form 8-K
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit
Number Description
10.1 Second Amendment to the Crestwood Equity Partners LP Long Term
Incentive Plan dated as of January 6, 2023
10.2 2023 Omnibus Amendment to 2023 Employment Agreement dates as of
January 6, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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