UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously disclosed, William Ordemann, an Executive Vice President of the general partner of Enterprise Products Partners L.P., a Delaware limited partnership (the “Partnership”), and an employee of Enterprise Products Company, a Texas corporation and a privately owned affiliate of the Partnership (“EPCO”), indicated (on June 7, 2019) his intent to retire effective as of August 16, 2019.
On August 16, 2019 (the “Retirement Date”), Mr. Ordemann’s retirement became effective.
In connection with Mr. Ordemann’s retirement, Mr. Ordemann and EPCO entered into a Retirement, Consulting Services and Release Agreement effective as of the Retirement Date (the “Agreement”), in which EPCO agreed, among other things, (a) that Mr. Ordemann’s retirement shall constitute a “Qualifying Termination” under the terms of Mr. Ordemann’s previously unvested phantom unit awards outstanding pursuant to EPCO’s long-term incentive plans, such that those awards became fully vested upon his retirement, and (b) subject to applicable conditions, to pay to Mr. Ordemann (i) a cash consulting retainer fee of $300,000 per year, plus an additional fee of $500 per hour for each hour of consulting services provided, in each case through the end of the Term (as defined below), (ii) an additional lump sum cash payment of $150,000 on or before the fifth business day after the last day of the Term, and (iii) medical benefits for up to 18 months after the Retirement Date.
As consideration, Mr. Ordemann agreed, among other things, (a) to render consulting services to EPCO and its affiliates (including the Partnership) during the period commencing on the Retirement Date and continuing for 24 months thereafter (the “Term”), in accordance with the terms and conditions set forth in the Agreement, (b) not to disclose confidential information or trade secrets of EPCO or its affiliates, (c) not to solicit any employees or customers of EPCO or its affiliates or engage in competition with EPCO or its affiliates, in each case through the end of the Term, and (d) to waive his right to bring certain claims against EPCO or its affiliates. Mr. Ordemann may revoke the Agreement until August 25, 2019.
The description of the Agreement in this Item 5.02 is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |||
| 10.1 |
Retirement, Consulting Services and Release Agreement dated effective as of August 16, 2019. | |||
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENTERPRISE PRODUCTS PARTNERS L.P. | ||||
| By: |
Enterprise Products Holdings LLC, | |||
| its General Partner | ||||
| Date: August 22, 2019 |
By: |
/s/ R. Daniel Boss | ||
| Name: |
R. Daniel Boss | |||
| Title: |
Senior Vice President - Accounting and Risk Control of the General Partner | |||
| By: |
/s/ Michael W. Hanson | |||
| Name: |
Michael W. Hanson | |||
| Title: |
Vice President and Principal Accounting Officer of the General Partner | |||
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