The Compensation Committee is responsible for designing
our compensation objectives and methodology, and evaluating the compensation to be paid to our NEOs. The Compensation Committee
is also responsible for administering our stock ownership guidelines and certain employee benefit plans, including incentive plans.
Our Chief Executive Officer makes recommendations
to the Compensation Committee regarding the salary, bonus and incentive compensation component of each of the other NEO’s
total compensation. Our Chief Executive Officer provides the Compensation Committee with key elements of our NEOs’ performance
during the year or the applicable performance period to assist the Committee in its determinations. Our Chief Executive Officer,
at the Compensation Committee’s request, might attend Committee meetings to provide insight into our NEOs’ performance,
as well as the performance of other comparable companies in the same industry.
Since 2015, our Compensation Committee has
engaged Mercer (US) Inc., a global compensation and benefits consulting firm and wholly-owned subsidiary of Marsh & McLennan
Companies, Inc. (“Marsh”), to provide information and objective advice regarding executive compensation.
A critical criterion in the Atlas Energy Group
Compensation Committee’s selection of Mercer to provide executive and director compensation consulting services was that
Mercer does not provide any other executive compensation consulting services to us or our affiliated companies other than insurance
brokerage services provided by its parent company, Marsh. Atlas Energy Group directors and officers are also required to complete
questionnaires on an annual basis, which allows us to review whether there are any potential conflicts as a result of personal
or business relationships. There were no business or personal relationships between the consultants from Mercer who work with us
and our directors and executive officers other than the executive compensation consulting described herein. The Committee also
determined that the reporting relationship and the compensation of Mercer were separate from, and not determined by reference to
Mercer’s or Marsh’s other lines of business or any other work for us. Further, the Committee is aware that in the ordinary
course of business, we use Marsh’s insurance broker services, but it does not monitor or approve those services. Mercer’s
fees for executive compensation consulting services provided to the Compensation Committee in 2016 were $129,365. The commission
paid for Marsh’s insurance broker services were $624,973.
In April 2016, the Compensation Committee
approved retention bonuses for certain senior members of management including Mr. Slotterback, who was the only NEO who received
such a retention bonus. In granting the bonuses, the Committee recognized the importance of retaining senior employees amidst the
uncertainty facing the energy industry. In May 2016, in consultation with Mercer, the Committee approved the 2016 performance
measurements under the Annual Incentive Plan for Senior Executives (the “Senior Executive Plan”). The 2016 performance
measurements under the Senior Executive Plan were to be evaluated by the Committee on a periodic basis. The Committee convened
in July 2016 and determined that the NEOs were eligible for bonuses for the first two quarters.
Recognizing that his annual compensation continued
to fall below the 10th percentile for the peer group and below the 25th percentile of oil and gas industry survey data
for chief financial officers in the peer group, in October 2016, the Compensation Committee approved an increase in Mr. Slotterback’s
annual base salary.
In March 2017, the Committee met with Mercer and
determined that the NEOs had successfully achieved the performance measurements for the second two quarters of 2016 and approved
payment of the bonuses for those quarters as well.
Elements of Our Compensation
Program
Component
|
Type of pay
|
Purpose
|
Key characteristics
|
Base salary
|
Fixed
|
Provide fixed compensation for performance of core duties that contribute to our success. Not intended to compensate for achievement of performance metrics or for extraordinary performance.
|
Fixed compensation that is reviewed annually and adjusted if and when appropriate.
|
Annual (short-term) incentives
|
Performance-based
|
Motivate NEOs to achieve annual performance targets.
|
Performance-based cash and/or equity awards tied to pre-established performance goals.
|
Long-term incentives
|
Performance-based
|
Align compensation with changes in unit prices and unitholder return experience.
|
Time-vested phantom stock and option awards.
|
Base Salary
Base salary is intended to provide fixed compensation
to the NEOs for their performance of core duties that contribute to our success. Base salaries represent one component of our compensation
strategy and are not contingent upon the achievement of performance metrics or intended to compensate individuals for performance
which exceeds expectations.
Annual Incentives
Annual incentives are intended to tie a significant
portion of each of the NEO’s compensation to our annual performance. The Compensation Committee may recommend awards of performance-based
bonuses and, on rare occasions, discretionary bonuses.
We have an Annual Incentive Plan for Senior Executives,
which we refer to as the Senior Executive Plan, to award pay for achievement of predetermined performance measurements during a
performance period. During the 2016 performance period, each of the NEOs participated in the Senior Executive Plan. Awards
under the Senior Executive Plan may be paid in cash or in a combination of cash and time-vesting equity.
As soon as practicable, the Compensation Committee
approved the performance measurements for the 2016 performance period. In recognizing current circumstances with respect to the
energy industry, the Compensation Committee adopted a performance formula that would be evaluated by the Compensation Committee
on a quarterly basis with respect to each NEO. The Committee determined that the most critical measurement, which was to be given
the greatest weight, was the performance with respect to negotiating with stakeholders including, but not limited to: bond holders,
second lienholders, banks, other lenders, vendors, service providers and other general creditors; and other persons or entities
who are or may be operationally, financially or strategically important to the Company. In addition to the aforementioned measurement,
the Committee would also evaluate each NEO’s performance in connection with his regular and normal responsibilities, consistent
with his position and past practice, including but not limited to cost control operationally and/or administratively, financial
performance of Atlas Energy Group during the period, private channel fund raise, hedge position values, production margin performance
and environmental performance
Pursuant to the Senior Executive Plan, the Compensation
Committee had discretion to recommend awards up to the maximum amount. The maximum award on an annual basis, for each participant
was as follows: Mr. E. Cohen, $1,600,000; Mr. J. Cohen, $1,200,000; Mr. Herz, $1,200,000; Mr. Schumacher, $1,000,000;
and Mr. Slotterback, $800,000. As discussed in greater detail below, none of the NEOs received above 48% of the maximum
award.
Exceptional Bonuses
In exceptional circumstances, additional bonuses
may be awarded to recognize individual and group performance without regard to limitations otherwise in effect. Other than Mr.
Slotterback, who received a retention bonus in April 2016, the Compensation Committee did not award any additional bonuses
to the NEOs with respect to our performance for the applicable performance period.
Long-Term Incentives
We believe that our long-term success depends upon
aligning our executives’ and unitholders’ interests. To support this objective, we provide our executives with various
means to become significant equity holders, including awards under our 2015 Long-Term Incentive Plan (the “Atlas Energy
Group Plan” or “our Plan”). Under the Atlas Energy Group Plan, the Compensation Committee may recommend grants
of equity awards in the form of options and/or phantom units. Generally, the unit options and phantom units vest over a three-
or four-year period.
Until September 1, 2016, our NEOs were also
eligible to receive awards under the Atlas Resource Partners, L.P. 2012 Long-Term Incentive Plan, which we refer to as the ARP
Plan. Since September 1, 2016, our NEOs are eligible to receive awards under the Titan Energy Management Incentive Plan, which
we refer to as the Titan MIP; however, awards under the Titan MIP to our NEOs are determined by the Titan Energy Board.
Additional Information
Concerning Executive Compensation
Deferred Compensation
All our employees may participate in our 401(k)
plan, which is a qualified defined contribution plan designed to help participating employees accumulate funds for retirement.
In February 2015, we also assumed the Atlas Energy Executive Excess 401(k) Plan (currently known as the “Deferred
Compensation Plan”), a nonqualified deferred compensation plan that was designed to permit individuals who exceeded certain
income thresholds as established by the IRS and who might be subject to compensation and/or contribution limitations under what
was then the Atlas Energy 401(k) plan and is now the Atlas Energy Group 401(k) Plan to defer an additional portion of
their compensation. Effective July 22, 2016, we suspended deferrals and allocations to the accounts; however, the account
balances remain payable as specified in original deferral elections. The purpose of the Deferred Compensation Plan was to provide
participants with an incentive for a long-term career with us by providing them with an appropriate level of replacement income
upon retirement. Under the Deferred Compensation Plan, a participant was permitted to contribute to an account an amount up to 10%
of annual cash compensation (which means a participant’s salary and non-performance-based bonus) and up to 100% of all
performance-based bonuses. Until the suspension in July 2016, we were obligated to make matching contributions on a dollar-for-dollar
basis of the amount deferred by the participant subject to a maximum matching contribution equal to 50% of the participant’s
base salary for any calendar year. We did not pay above-market or preferential earnings on deferred compensation. Participation
in the Deferred Compensation Plan is available pursuant to the terms of an individual’s employment agreement or at the designation
of the Compensation Committee. During 2016, Messrs. E. Cohen and J. Cohen were the only participants in the Deferred Compensation
Plan. For further details, please see “2016 Nonqualified Deferred Compensation” table.
Unit Ownership Guidelines for NEOs
The Compensation Committee established unit ownership
guidelines for our NEOs pursuant to which these executives are expected to hold a minimum number of our common units equal to
a specified multiple of their annual base salaries, as follows:
|
|
|
Position
|
|
Required ownership multiple
(1)
|
Chief Executive Officer
|
|
Five (5) times annual base salary
|
Executive Chair
|
|
Four (4) times annual base salary
|
President
|
|
Three (3) times annual base salary
|
Chief Financial Officer
|
|
Three (3) times annual base salary
|
Executive Vice Presidents
|
|
Three (3) times annual base salary
|
Senior Vice Presidents
|
|
Two (2) times annual base salary
|
|
(1)
|
The number of equity units necessary to reach the required ownership multiple was calculated
based upon the fair market value of the units when the guidelines were implemented or at the time the executive was promoted to
serve as an NEO.
|
Equity interests that count toward the satisfaction
of the ownership guidelines include common units held directly or indirectly by the executive, including common units purchased
on the open market or acquired upon the exercise of a unit option and common units remaining or received upon the settlement of
restricted stock, restricted stock units, and phantom units, and vested units allocated to the executive’s account under
any qualified plan. Executives have five years from the date of the commencement of the guidelines or the date the executive was
designated a covered executive by the Compensation Committee, whichever was later, to attain these ownership levels. Executives
who become subject to the guidelines as the result of a promotion, have three years to attain the ownership level. If an executive
officer does not meet the applicable guideline by the end of the applicable period, the executive officer may be required to hold
any net shares resulting from any future vesting of restricted or phantom units or exercise of stock options until the guideline
is met. The Compensation Committee believes these guidelines reinforce the importance of aligning the interests of our executive
officers with the interests of our unitholders and encourages our executive officers to consider the long-term perspective when
managing our company. The Compensation Committee has the discretion to re-evaluate and revise an executive’s target ownership
requirement in light of changes in the executive’s annual base salary or changes in the trading price of our common units.
No Hedging of Company Stock
All of our employees are prohibited from hedging their company units.
No Tax Gross-Ups
We do not provide tax reimbursements to our NEOs.
Perquisites
At the discretion of the Compensation Committee,
we provide perquisites to our NEOs. In 2016, the benefits provided to the NEOs were limited to providing automobile allowances
or automobile-related expenses to Messrs. E. Cohen, Herz and Schumacher.
Consulting Agreement with Mr. J. Cohen
We acquired Atlas Energy’s direct and indirect
ownership interests in the Lightfoot entities as part of the assets and liabilities it acquired in connection with the Targa transaction.
As part of the transaction, we also assumed the obligations under an agreement pursuant to which Mr. J. Cohen receives compensation
in recognition of his role in negotiating and structuring its investment and his continued service as chair of Lightfoot GP. Pursuant
to the agreement, Mr. J. Cohen receives an amount equal to 10% of the distributions that we receive from the Lightfoot entities,
excluding amounts that constitute a return of capital.
Determination of 2016
Compensation Amounts
Given the transformative events of the 2016 fiscal
year, the determination of the components of the 2016 compensation amounts for our NEOs took place over different times during
the year. Early in 2016, at the same time that it evaluated our NEOs’ performance under the metrics that had been established
pursuant to the Senior Executive Plan, the Compensation Committee adjusted the base salaries of Messrs. E. Cohen and J. Cohen to
levels that were at the median of, and Mr. Herz to a level that was competitive with, the peer group that had been approved by
the board and from which Mercer had developed a competitive market assessment.
The Compensation Committee consulted with Mercer
over the course of the rest of 2016 with respect to retention bonuses for various senior officers including Mr. Slotterback,
developing the 2016 performance metrics under the Senior Executive Plan, and increasing Mr. Slotterback’s base
salary.
Because the 2016 performance metrics
were analyzed on a periodic basis, in July 2016 and then again in February and March 2017, the Compensation Committee
consulted with Mercer, with our Chief Executive Officer participating, to evaluate our performance and to approve short-term incentive
awards to NEOs. In July 2016, prior to ARP’s bankruptcy, the Compensation Committee approved short-term incentive awards
for the first two quarters of 2016. In February 2017, as the Committee prepared to evaluate the NEOs’ performance
under the Senior Executive Plan with respect to the last two quarters of 2016, at the Committee’s request, Mercer provided
the Committee with an analysis of the proposed short-term incentive awards under the Senior Executive Plan and a benchmark of the
NEO total direct compensation for 2016.
At the request of our Compensation Committee, Mercer
compiled a group comprised of 16 similarly sized oil and gas companies (the “comparison group”) that reflected,
to the greatest extent possible, Atlas Energy Group’s business mix and structure following Titan’s emergence from bankruptcy.
Five of the companies in the group were part of the 2015 peer group that was utilized with respect to 2015 compensation
and 2016 base salaries.
The members of the comparison group are:
Company
|
|
Revenues
(in millions)
|
|
Breitburn Energy Partners LP
|
|
$
|
521
|
|
SandRidge Energy, Inc.
|
|
$
|
428
|
|
Sanchez Energy Corporation
|
|
$
|
415
|
|
Vanguard Natural Resources, LLC
|
|
$
|
392
|
|
Carrizo Oil & Gas, Inc.
|
|
$
|
382
|
|
Legacy Reserves LP
|
|
$
|
303
|
|
Black Stone Minerals, L.P.
|
|
$
|
250
|
|
EXCO Resources, Inc.
|
|
$
|
235
|
|
Eclipse Resources Corporation
|
|
$
|
217
|
|
Bonanza Creek Energy Inc.
|
|
$
|
205
|
|
EV Energy Partners, L.P.
|
|
$
|
173
|
|
Comstock Resources, Inc.
|
|
$
|
169
|
|
Bill Barrett Corporation
|
|
$
|
163
|
|
Clayton Williams Energy, Inc.
|
|
$
|
158
|
|
Penn Virginia Corporation
|
|
$
|
152
|
|
Jones Energy, Inc.
|
|
$
|
118
|
|
|
|
|
|
|
Comparison Group Summary Statistics
|
|
|
|
|
Maximum
|
|
$
|
521
|
|
75th Percentile
|
|
$
|
389
|
|
50th Percentile
|
|
$
|
226
|
|
25th Percentile
|
|
$
|
165
|
|
Minimum
|
|
$
|
118
|
|
|
|
|
|
|
Atlas Energy Group/Titan Energy
1
|
|
$
|
298
|
|
Percentile Rank
|
|
|
64
|
%
|
|
(1)
|
Combined revenues of Titan and Atlas Energy Group, supplied to Mercer. Percentile rank of 64%
indicates Atlas Energy Group/Titan Energy revenues fall between the 50
th
and 75
th
percentiles of the comparison
group.
|
Mercer’s analysis found that total direct
compensation (representing the annualized long-term incentive award value plus total cash compensation) aligns most closely with
the 25
th
percentile for Messrs. E. Cohen, J. Cohen and Slotterback, the 50
th
percentile for Mr. Schumacher
and at the 75
th
percentile for Mr. Herz.
Base Salary
In January 2016, the Compensation Committee
engaged Mercer to conduct an analysis of historical short-term incentives and benchmarking of base salaries of all of our NEOs
using a market competitive assessment against a peer group of then-comparable energy companies (the “2015 peer group”).
The Compensation Committee considered the analysis and benchmarking and approved increases to Messrs. E. Cohen and J. Cohen’s
base salaries to $700,000 and $500,000, respectively, bringing their base salaries to the median of the 2015 peer group. The
Committee recognized the further increased role that Mr. Herz had undertaken in challenging times and approved an increase in his 2016
base salary to $500,000, an amount that was competitive with the 2015 peer group. The Committee maintained the base salaries
of Messrs. Slotterback and Schumacher at 2015 levels. Mr. Slotterback’s base salary was below the median of the peer
group and Mr. Schumacher’s base salary was competitive with the median. In October 2016, however, upon further consultation
with Mercer, and based upon benchmarking against the 2015 peer group as well as against an executive remuneration survey for
the oil and gas industry, the Committee authorized the increase to $350,000 of Mr. Slotterback.
In February 2017, the Committee did not make
further adjustments to the 2017 base salaries of the NEOs.
Annual Incentives
Following the first half of the 2016 fiscal
year and again after the end of the 2016 fiscal year, the Compensation Committee considered incentive awards pursuant to the
Senior Executive Plan based on our performance during the 2016 performance period. In determining the actual amounts
to be paid to our NEOs, the Compensation Committee considered both individual and company performance. Our Chief Executive Officer
made recommendations of incentive award amounts based upon our performance as well as the performance of our subsidiaries; however,
the Compensation Committee had the discretion to approve, reject or modify the recommendations. Further, the Committee had the
discretion to reduce, but not increase, the maximum awards available under the Senior Executive Plan.
The Compensation Committee noted that although 2015
was a difficult year for the oil and gas industry, 2016 was no better, but that our management had demonstrated their ability to
navigate the continuing challenging market conditions. The Committee recognized that in the face of these significant challenges,
the NEOs experienced great success in dealing with stakeholders during the year past. At the beginning of 2016, both the Company
and Atlas Resources Partners were facing significant liquidity issues. By year-end 2016, the NEOs had resolved these crises
through successful negotiation and execution involving virtually all stakeholder interests.
In evaluating the 2016 performance measurements,
the Committee focused and gave great weight to the NEOs’ efforts, progress and success in negotiating with the many stakeholders.
The Committee commended the NEOs for successfully securing agreement amongst our lenders for a restructuring that substantially
reduced cash interest expense and markedly increased covenant compliance. Even more importantly, perhaps, ARP’s creditors
were persuaded (without any payment of any kind from us) to release all claims against us as general partner of the bankrupt ARP.
Our NEOs were also able to preserve our 2% preferred ownership interest in Titan and significant control over Titan’s
ongoing operations.
The Committee also commended the NEOs’ skill
in effectuating in 2016 one of the quickest in-court restructurings ever achieved in the energy sector, working successfully
with ARP’s 23 banks, two second lien holders, and 99% (by face value) of the principal holders of ARP’s unsecured
notes. All these stakeholders supported management’s plan of reorganization for ARP, resulting in the birth of Titan Energy,
over which our NEOs continue to exercise control.
In addition to evaluating the NEOs’ performance
in dealing with stakeholders, the Committee also evaluated the NEOs’ performance with respect to their regular and normal
responsibilities. The Committee noted that management had reduced general and administrative expense of the business from $81.3 million
in 2015 to approximately $49.3 million in 2016. Noting that despite management’s success in effectuating such
cuts and reductions, environment, health and safety compliance actually improved in 2016 as compared to 2015, although
the number of operated wells across the Company had remained approximately constant. The Committee noted that we experienced a
lower incident rate and fewer reportable spills in 2016 as compared to 2015. Management’s hedging activities provided
approximately $216 million in net proceeds toward repayment of ARP’s first lien credit facility. On an unhedged basis,
during the fourth quarter of 2016 (the first full quarter subsequent to emergence), Titan Energy realized unhedged gross margin
of $1.80 per mcfe compared with $0.69 for the comparable quarter in 2015. This improvement reflected management’s
ability to expand oil production (with its superior margins) as against our traditional natural gas business (with its disappointing
gross margins).
The Compensation Committee took both our overall
performance during the year together with the achievement of the performance measurements and, while recognizing the strong performance
during challenging times, ultimately awarded short-term incentive awards that were below the maximum potential awards for each
of the NEOs as follows:
Named Executive Officer
|
|
Maximum
potential
awards
|
|
|
Actual
awards
|
|
|
Actual awards as percentage of maximum potential awards
|
|
Edward E. Cohen
|
|
$
|
1,600,000
|
|
|
$
|
750,000
|
|
|
|
47
|
%
|
Jeffrey M. Slotterback
|
|
$
|
800,000
|
|
|
$
|
327,500
|
|
|
|
41
|
%
|
Jonathan Z. Cohen
|
|
$
|
1,200,000
|
|
|
$
|
570,000
|
|
|
|
48
|
%
|
Daniel C. Herz
|
|
$
|
1,200,000
|
|
|
$
|
570,000
|
|
|
|
48
|
%
|
Mark D. Schumacher
|
|
$
|
1,000,000
|
|
|
$
|
417,500
|
|
|
|
42
|
%
|
Long-Term Incentives
In an effort to maintain critical continuity of
our proven NEOs and senior management team during a highly challenging environment, in October 2016, the Compensation Committee
granted Atlas Energy Group phantom units to our senior management and to the NEOs as follows: Mr. E. Cohen—200,000 phantom
units; Mr. J. Cohen—200,000 phantom units; Mr. Herz—200,000 phantom units; Mr. Schumacher—100,000 phantom
units; and Mr. Slotterback—100,000 phantom units. These awards are to vest one-third on each anniversary of the grant. The
Compensation Committee recognized that such continuity grants were critical to retention of executives and other employees even
in a “soft” energy market. In February 2017, our board approved the deferral until March 1, 2018 of the vesting
of all phantom units granted to officers and employees under our Plan that had previously been scheduled to vest during 2017.
Our board determined the deferral was in our best interests as we continue to evaluate options regarding changes to our debt or
equity capital structure.
Targa Transaction Incentives and Related Compensation
In addition, in connection with the Targa transactions,
outstanding Atlas Energy and APL equity awards held by our employees generally, including our Named Executive Officers, were adjusted,
cancelled, converted, or settled pursuant to the applicable terms of the merger agreement. ARP equity awards were not adjusted
in connection with the Targa transactions and remained outstanding in accordance with their respective terms until the ARP bankruptcy,
when all of ARP’s outstanding equity was cancelled. Messrs. E. Cohen, J. Cohen and Herz received termination payments in
connection with certain employment agreements which were terminated as a result of the merger.
Compensation
of Named Executive Officers
THE
SUMMARY COMPENSATION TABLE BELOW INCLUDES PAYMENTS MADE IN CONNECTION WITH THE $7.7 BILLION TARGA MERGER. THE FOOTNOTES TO THE
SUMMARY COMPENSATION TABLE DELINEATE WHICH AMOUNTS ARE ATTRIBUTABLE TO THE TARGA MERGER.
Summary
Compensation Table*
Name
|
|
Year
|
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock awards ($)
(1)
|
|
|
Option
awards ($)
(2)
|
|
Non-equity incentive plan compensation
($)
|
|
|
All other compensation
($)
|
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edward E. Cohen
|
|
2016
|
|
|
|
700,000
|
|
|
|
280,000
|
(3)
|
|
|
869,555
|
|
|
|
|
|
470,000
|
|
|
|
150,886
|
(4)
|
|
|
2,470,441
|
|
|
2015
|
|
|
|
475,000
|
|
|
|
|
|
|
|
1,607,500
|
|
|
|
|
|
300,000
|
|
|
|
72,453,196
|
(5)
|
|
|
74,835,696
|
|
|
2014
|
|
|
|
1,000,000
|
|
|
|
|
|
|
|
17,812,798
|
|
|
|
|
|
2,000,000
|
|
|
|
4,178,447
|
|
|
|
24,991,245
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey M. Slotterback
|
|
2016
|
|
|
|
280,192
|
|
|
|
410,000
|
|
|
|
367,835
|
|
|
|
|
|
217,500
|
|
|
|
75
|
(6)
|
|
|
1,275,602
|
|
|
2015
|
|
|
|
205,384
|
|
|
|
|
|
|
|
225,050
|
|
|
|
|
|
300,000
|
|
|
|
735,912
|
(7)
|
|
|
1,466,347
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jonathan Z. Cohen
|
|
2016
|
|
|
|
500,000
|
|
|
|
200,000
|
(3)
|
|
|
869,555
|
|
|
|
|
|
370,000
|
|
|
|
321,239
|
(8)
|
|
|
2,260,794
|
|
|
2015
|
|
|
|
417,308
|
|
|
|
|
|
|
|
1,607,500
|
|
|
|
|
|
250,000
|
|
|
|
63,058,149
|
(9)
|
|
|
65,332,956
|
|
|
2014
|
|
|
|
700,000
|
|
|
|
|
|
|
|
17,312,821
|
|
|
|
|
|
2,000,000
|
|
|
|
3,766,497
|
|
|
|
23,779,318
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel C. Herz
|
|
2016
|
|
|
|
500,000
|
|
|
|
200,000
|
(3)
|
|
|
869,555
|
|
|
|
|
|
370,000
|
|
|
|
9,600
|
(10)
|
|
|
1,949,155
|
|
|
2015
|
|
|
|
325,000
|
|
|
|
|
|
|
|
1,607,500
|
|
|
|
|
|
1,000,000
|
|
|
|
14,975,844
|
(11)
|
|
|
17,908,343
|
|
|
2014
|
|
|
|
392,308
|
|
|
|
750,000
|
|
|
|
5,844,469
|
|
|
|
|
|
|
|
|
|
1,042,524
|
|
|
|
8,029,301
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark D. Schumacher
|
|
2016
|
|
|
|
375,000
|
|
|
|
150,000
|
(3)
|
|
|
367,835
|
|
|
|
|
|
267,500
|
|
|
|
11,991
|
(12)
|
|
|
1,172,326
|
|
|
2015
|
|
|
|
375,000
|
|
|
|
|
|
|
|
1,125,250
|
|
|
|
|
|
500,000
|
|
|
|
1,680,655
|
(13)
|
|
|
3,680,905
|
*
This table has been updated from the Summary Compensation Table contained in our Annual Report on Form 10-K for the year ended
December 31, 2016. This updated disclosure is also found in the Company’s Current Report on Form 8-K filed May 19, 2017.
|
(1)
|
For
fiscal year 2016, the amounts reflect the grant date fair value of the phantom units
under the Atlas Energy Group Plan and the grant date fair value of the common shares
under the Titan Plan. The grant date fair value was determined in accordance with FASB
ASC Topic 718 and is based on the market value on the grant date of Atlas Energy
Group units and Titan stock. See “Compensation Discussion & Analysis—Determination
of 2016 Compensation Amounts—Long-Term Incentives.” For fiscal year 2015,
the amounts reflect the grant date fair value of the phantom units under the Atlas Energy
Group Plan. The grant date fair value was determined in accordance with FASB ASC Topic 718
and is based on the market value on the grant date of Atlas Energy Group units. For fiscal
year 2014, the amounts reflect the grant date fair value of the phantom units under
the Atlas Energy Plans and the Atlas Pipeline Partners Plans (the “APL Plans”).
The grant date fair value was determined in accordance with FASB ASC Topic 718 and
is based on the market value on the grant date of Atlas Energy units (February 2014
and June 2014) and Atlas Pipeline Partners units (February 2014 and June 2014
for Messrs. E. Cohen, J. Cohen, and Herz).
|
|
(2)
|
The
amounts in this column reflect the grant date fair value of options awarded under the
Atlas Resource Partners Plan (the “ARP Plan”) calculated in accordance with
FASB ASC Topic 718.
|
|
(3)
|
Comprised
of payments made in common shares of Titan.
|
|
(4)
|
Includes
a matching contribution of $148,077 under the Atlas Energy Deferred Compensation Plan
and tax, title and insurance premiums for Mr. E. Cohen’s automobile.
|
|
(5)
|
Comprised
of (i) payments on DERs of $317,237 with respect to the phantom units awarded under
the Atlas Energy Plans, (ii) payments on DERs of $29,490 with respect to the phantom
units awarded under the ARP Plan, (iii) payments on DERs of $100,800 with respect
to the phantom units awarded under the APL Plans, (iv) a matching contribution of
$524,423 under the Atlas Energy Deferred Compensation Plan, (v) tax, title and insurance
premiums for Mr. E. Cohen’s automobile. The “All Other Compensation”
amount also includes payments related to the Targa transaction as follows: (i) cash-out
of Atlas Energy and APL equity awards of 38,463,425, (ii) cash severance of
$32,538,286; and (iii) a pro-rated cash annual incentive of $476,712.
|
|
(6)
|
Represents
payments on DERs of $75 with respect to the phantom units awarded under the ARP Plan.
|
|
(7)
|
Comprised
of (i) payments on DERs of $8,168 with respect to the phantom units awarded under
the Atlas Energy Plans and (ii) payments on DERs of $3,148 with respect to the phantom
units awarded under the ARP Plan. The “All Other Compensation” amount also
includes a cash-out of Atlas Energy equity awards of $629,597 related to the Targa transaction.
|
|
(8)
|
Comprised
of (i) a matching contribution of $ 133,846 under the Atlas Energy Deferred Compensation
Plan, and (ii) 187,393 paid under the agreement relating to Lightfoot.
|
|
(9)
|
Comprised
of (i) payments on DERs of $289,181 with respect to the phantom units awarded under
the Atlas Energy Plans, (ii) payments on DERs of $29,490 with respect to the phantom
units awarded under the ARP Plan, (iii) payments on DERs of $100,800 with respect
to the phantom units awarded under the APL Plans, (iv) a matching contribution of
$ 375,577 under the Atlas Energy Deferred Compensation Plan, and (v) 284,707 paid under
the agreement relating to Lightfoot. The “All Other Compensation” amount
also includes payments related to the Targa transaction as follows: (i) cash-out
of Atlas Energy and APL equity awards of 30,613,393, (iii) cash severance of
$ 30,888,289; and (iii) a pro-rated cash annual incentive of $476,712.
|
|
(10)
|
Represents
an automobile allowance.
|
|
(11)
|
Comprised
of (i) payments on DERs of $122,713 with respect to the phantom units awarded under
the Atlas Energy Plans, (ii) payments on DERs of $13,762 with respect to the phantom
units awarded under the ARP Plan, (iii) payments on DERs of $ 36,640 with respect
to the phantom units awarded under the APL Plans, and (iv) an automobile allowance.
The “All Other Compensation” amount also includes payments related to the
Targa transaction as follows: (i) cash-out of Atlas Energy and APL equity awards
of 11,926,461, (ii) cash severance of $2,866,667; and (iii) a pro-rated
cash annual incentive of $182,740.
|
|
(12)
|
Comprised
of (i) payments on DERs of $2,390 with respect to the phantom units awarded under
the ARP Plan, and (ii) an automobile allowance.
|
|
(13)
|
Comprised
of (i) payments on DERs of $24,858 with respect to the phantom units awarded under
the Atlas Energy Plans, (ii) payments on DERs of $96,255 with respect to the phantom
units awarded under the ARP Plan; and (iii) an automobile allowance. The “All
Other Compensation” amount also includes a cash-out of Atlas Energy equity awards
of $1,549,943 related to the Targa transaction.
|
2016
Grants of Plan-based Awards
|
|
Estimated possible payments under non-equity
incentive plan awards
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Threshold
($)
|
|
Target
($)
|
|
|
Maximum
($)
|
|
|
Grant Date
|
|
All
Other
Stock
Awards:
Number of
Shares of
Stock or
Units
|
|
|
All
Other
Option
Awards:
Number of
Securities
Under-
lying
Options
|
|
|
Exercise
of
Base Price
of Option
Awards
($/Sh)
|
|
|
Grant
Date Fair
Value of Unit
and Option
Awards
(4)
|
|
Edward E. Cohen
|
|
N/A
|
|
|
N/A
|
|
|
$
|
1,600,000
|
|
|
10/6/2016
|
|
|
200,000
|
(2)
|
|
|
—
|
|
|
|
—
|
|
|
$
|
334,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/1/2016
|
|
|
111,111
|
(3)
|
|
|
|
|
|
|
|
|
|
$
|
535,555
|
|
Jeffrey M. Slotterback
|
|
N/A
|
|
|
N/A
|
|
|
$
|
800,000
|
|
|
10/6/2016
|
|
|
100,000
|
(2)
|
|
|
—
|
|
|
|
—
|
|
|
$
|
167,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/1/2016
|
|
|
41,667
|
(3)
|
|
|
|
|
|
|
|
|
|
$
|
200,834
|
|
Jonathan Z. Cohen
|
|
N/A
|
|
|
N/A
|
|
|
$
|
1,200,000
|
|
|
10/6/2016
|
|
|
200,000
|
(2)
|
|
|
—
|
|
|
|
—
|
|
|
$
|
334,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/1/2016
|
|
|
111,111
|
(3)
|
|
|
|
|
|
|
|
|
|
$
|
535,555
|
|
Daniel C. Herz
|
|
N/A
|
|
|
N/A
|
|
|
$
|
1,200,000
|
|
|
10/6/2016
|
|
|
200,000
|
(2)
|
|
|
—
|
|
|
|
—
|
|
|
$
|
334,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/1/2016
|
|
|
111,111
|
(3)
|
|
|
|
|
|
|
|
|
|
$
|
535,555
|
|
Mark D. Schumacher
|
|
N/A
|
|
|
N/A
|
|
|
$
|
1,000,000
|
|
|
10/6/2016
|
|
|
100,000
|
(2)
|
|
|
—
|
|
|
|
—
|
|
|
$
|
167,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9/1/2016
|
|
|
41,667
|
(3)
|
|
|
|
|
|
|
|
|
|
$
|
200,834
|
|
(1)
|
Represents
performance-based bonuses under our Senior Executive Plan that may be paid in cash and/or equity. As discussed
under “Compensation Discussion and Analysis—Elements of our Compensation Program—Annual Incentives,”
our Compensation Committee set performance measurements for the NEOs. The Compensation Committee did not award
any equity awards under the Senior Executive Plan.
|
(2)
|
Represents
phantom units granted under the Atlas Energy Group Plan.
|
(3)
|
Represents
restricted and unrestricted shares granted under the 2016 Titan Management Incentive Plan.
|
(4)
|
The
grant date fair value was calculated in accordance with FASB ASC Topic 718.
|
Employment
Agreements and Potential Payments Upon Termination or Change of Control
We
have employment agreements with certain of our NEOs that provide for severance compensation to be paid if such NEOs’ employment
is terminated under certain conditions.
Atlas
Employment Agreements
On
September 4, 2015, we and ARP entered into employment agreements with each of Edward E. Cohen, our Chief Executive Officer,
Jonathan Z. Cohen, our Executive Chairman of the board of directors, Daniel C. Herz, our President, and Mark Schumacher, our Senior
Vice President (collectively, the “Atlas Employment Agreements”).
The
Atlas Employment Agreements with Messrs. E. Cohen and J. Cohen each provide for a term of three years (which automatically renews
daily unless earlier terminated) and an initial base salary of $350,000, subject to periodic increases by the Compensation Committee.
The Atlas Employment Agreements with Messrs. Herz and Schumacher each provide for a term of two years (which automatically renews
daily for one-year terms after the first anniversary of the effective date of the agreement unless earlier terminated) and an
initial base salary of $350,000 (in the case of Mr. Herz) and $375,000 (in the case of Mr. Schumacher), subject to increases,
but not decreases, by the Compensation Committee.
Under
the Atlas Employment Agreements, Messrs. E. Cohen and J. Cohen are entitled to receive cash and non-cash bonus compensation in
such amounts as our board or Compensation Committee may approve or under the terms of any incentive plan that we maintain for
our senior level executives. We are required to maintain a term life insurance policy for each of Mr. E. Cohen’s and Mr.
J. Cohen’s respective lives that each separate policy provide a death benefit of $3 million to one or more beneficiaries
designated by Messrs. E. Cohen and J. Cohen respectively, which such policy, at each individual’s request, can be assumed
by such individual upon a termination of employment, if and as allowed by the applicable insurance company.
Pursuant
to the Atlas Employment Agreements, Messrs. Herz and Schumacher are each entitled to receive a bonus determined in accordance
with procedures established by our board or Compensation Committee. In addition Messrs. Herz and Schumacher are each eligible
to receive grants of equity-based compensation as determined by our board or Compensation Committee.
Under
the Atlas Employment Agreements, if the executive is terminated without cause or resigns with good reason, then, subject to his
execution and non-revocation of a release of claims in favor of us and related parties, the executive will be entitled to receive
(a) two times (or three times in the case of Messrs. E. Cohen and J. Cohen) the sum of the executive’s base salary
plus his average incentive compensation for the previous three years (or such lesser period as applicable), (b) a pro rata
cash bonus for the year of termination, (c) 24 months of continued health insurance (or 36 months in the case of
Messrs. E. Cohen and J. Cohen of continued health and life insurance), and (d) accelerated vesting of all equity-based compensation.
Pursuant
to the Atlas Employment Agreements, in the event of death, Messrs. E. Cohen and J. Cohen are each entitled to receive (a) a
pro rata cash bonus for the year of termination and (b) accelerated vesting of all equity-based compensation. Under the Atlas
Employment Agreements, in the event of disability, Messrs. E. Cohen and J. Cohen are each entitled to receive (a) a
pro rata cash bonus for the year of termination, (b) 36 months of life and health insurance, and (c) accelerated vesting
of all equity-based compensation.
Under
the Atlas Employment Agreements, in the event of death or disability, Messrs. Herz and Schumacher are each entitled to receive
(a) a pro rata cash bonus for the year of termination, (b) 12 months of continued health insurance for the executive
and his dependents, and (c) accelerated vesting of all equity-based compensation.
In
addition, the Atlas Employment Agreements each contain certain restrictive covenants, including (a) in the case of Messrs.
E. Cohen and J. Cohen, a 12 month post termination noncompetition covenant and 24 month post termination nonsolicitation
covenant if the executive is terminated with cause or resigns without good reason, (b) in the case of Mr. Herz an 18 month
post termination noncompetition covenant and a 24 month post termination nonsolicitation covenant if the executive is
terminated without cause or resigns without good reason, and (c) in the case of Mr. Schumacher, an 18 month post
termination noncompetition covenant and 24 month post termination nonsolicitation covenant, if prior to a change in
control or after the first anniversary of a change in control, the executive is terminated with cause or resigns without good
reason, or within one year following a change in control, the executive’s employment terminates for any reason.
Under
each of the Atlas Employment Agreements, any payments or benefits payable to the executive will be cut back to the extent that
such payments or benefits would result in the imposition of excise taxes under Section 4999 of the Internal Revenue Code,
unless the executive would be better off on an after-tax basis receiving all such payments or benefits.
The
following table provides an estimate of the value of the benefits to Mr. E. Cohen pursuant to his Atlas Employment Agreement,
if a termination event had occurred as of December 31, 2016:
Reason for termination
|
|
Lump sum severance payment
|
|
|
Benefits
(1)
|
|
|
Accelerated vesting of unit awards and
option awards
(2)
|
|
Death
|
|
$
|
4,776,712
|
(3)
|
|
$
|
—
|
|
|
$
|
681,215
|
|
Disability
|
|
|
1,776,712
|
|
|
|
37,000
|
|
|
|
681,215
|
|
Termination
by us without cause or by Mr. Cohen for good reason
|
|
|
9,541,780
|
(4)
|
|
|
37,000
|
|
|
|
681,215
|
|
|
(1)
|
Dental
and medical benefits were calculated using 2016 COBRA rates.
|
|
(2)
|
Represents
the value of unvested unit awards disclosed in the “2016 Outstanding Equity Awards at Fiscal Year-End” table. Calculated
by multiplying the number of accelerated units by the closing price of the applicable unit on December 31, 2016.
|
|
(3)
|
Represents
pro rata incentive compensation and life insurance policy proceeds.
|
|
(4)
|
Represents
pro rata incentive compensation plus three times (a) Mr. Cohen’s base salary plus (b) average incentive compensation.
|
The
following table provides an estimate of the value of the benefits to Mr. J. Cohen pursuant to his Atlas Employment Agreement,
if a termination event had occurred as of December 31, 2016:
Reason for termination
|
|
Lump sum severance payment
|
|
|
Benefits
(1)
|
|
|
Accelerated vesting of unit awards and
option awards
(2)
|
|
Death
|
|
$
|
4,776,712
|
(3)
|
|
$
|
—
|
|
|
$
|
681,215
|
|
Disability
|
|
|
1,726,712
|
|
|
|
66,718
|
|
|
|
681,215
|
|
Termination
by us without cause or by Mr. Cohen for good reason
|
|
|
8,816,780
|
(4)
|
|
|
66,718
|
|
|
|
681,215
|
|
|
(1)
|
Dental
and medical benefits were calculated using 2016 COBRA rates.
|
|
(2)
|
Represents
the value of unvested unit awards disclosed in the “2016 Outstanding Equity Awards at Fiscal Year-End” table. Calculated
by multiplying the number of accelerated units by the closing price of the applicable unit on December 31, 2016.
|
|
(3)
|
Represents
pro rata incentive compensation and life insurance policy proceeds.
|
|
(4)
|
Represents
pro rata incentive compensation plus three times (a) Mr. Cohen’s base salary plus (b) average incentive compensation.
|
The
following table provides an estimate of the value of the benefits to Mr. Herz pursuant to his Atlas Employment Agreement, if a
termination event had occurred as of December 31, 2016:
Reason for termination
|
|
Lump sum severance payment
|
|
|
Benefits
(1)
|
|
|
Accelerated vesting of unit awards and
option awards
(2)
|
|
Death
|
|
$
|
1,582,740
|
|
|
$
|
22,144
|
|
|
$
|
681,215
|
|
Disability
|
|
|
1,582,740
|
|
|
|
22,144
|
|
|
|
681,215
|
|
Termination by us without cause or by Mr. Herz for good reason
|
|
|
4,915,480
|
(3)
|
|
|
44,288
|
|
|
|
681,215
|
|
|
(1)
|
Dental
and medical benefits were calculated using 2016 COBRA rates.
|
|
(2)
|
Represents
the value of unvested unit awards disclosed in the “2016 Outstanding Equity Awards at Fiscal Year-End” table. Calculated
by multiplying the number of accelerated units by the closing price of the applicable unit on December 31, 2016.
|
|
(3)
|
Represents
two times (a) Mr. Herz’s base salary plus (b) average incentive compensation.
|
The
following table provides an estimate of the value of the benefits to Mr. Schumacher, pursuant to his Atlas Employment Agreement,
if a termination event had occurred as of December 31, 2016:
Reason for termination
|
|
Lump sum severance payment
|
|
|
Benefits
(1)
|
|
|
Accelerated vesting of unit awards and
option awards
(2)
|
|
Death
|
|
$
|
500,000
|
|
|
$
|
22,239
|
|
|
$
|
331,957
|
|
Disability
|
|
|
500,000
|
|
|
|
22,239
|
|
|
|
331,957
|
|
Termination by us without cause or by Mr. Schumacher for good reason
|
|
|
2,012,500
|
(3)
|
|
|
44,479
|
|
|
|
331,957
|
|
|
(1)
|
Dental
and medical benefits were calculated using 2016 COBRA rates.
|
|
(2)
|
Represents
the value of unvested unit awards disclosed in the “2016 Outstanding Equity Awards at Fiscal Year-End” table. Calculated
by multiplying the number of accelerated units by the closing price of the applicable unit on December 31, 2016.
|
|
(3)
|
Represents
two times (a) Mr. Schumacher’s base salary plus (b) average incentive compensation.
|
Titan
Employment Agreements
On
September 1, 2016, Titan Energy and Titan Energy Operating, LLC, a Delaware limited liability company, entered into employment
agreements with each of Messrs. E. Cohen, its Executive Chairman, J. Cohen, its Executive Vice Chairman, Herz, its Chief Executive
Officer, and Schumacher, its President (collectively, the “Titan Employment Agreements”). The Titan Employment Agreements
and compensation thereunder are not intended to duplicate that provided under the Atlas Employment Agreements.
The
Titan Employment Agreements for Messrs. E. Cohen and J. Cohen each have an initial term of three years and the Titan Employment
Agreements for Messrs. Herz and Schumacher each have an initial term of two years, in each case subject to early termination under
certain circumstances. Each of the Titan Employment Agreements contain automatic daily extensions of the term; the term of the
Titan Employment Agreements for Messrs. E. Cohen and J. Cohen are extended by one day each day so that the remaining term remains
at three years and the term of the Titan Employment Agreements for Messrs. Herz and Schumacher are also extended for an additional
day on a daily basis commencing on September 1, 2017 (unless, in the case of Messrs. Herz and Schumacher, Titan Energy gives
written notice to the executive following September 1, 2017 that the term will not be so extended). Under the Titan Employment
Agreements, the annual base salaries for each of Messrs. E. Cohen, J. Cohen, Herz and Schumacher are $700,000, $500,000,
$500,000 and $375,000, respectively, and for each of 2016 and 2017 each executive will receive an annual bonus of at
least 100% of his annual salary, payable in a combination of cash and equity (subject to certain restrictions regarding the
composition of the bonus, as set forth in the Titan Employment Agreements). We are required to maintain a term life insurance
policy for each of Mr. E. Cohen’s and Mr. J. Cohen’s respective lives that each separate policy provide
a death benefit of $3 million to one or more beneficiaries designated by Messrs. E. Cohen and J. Cohen respectively, which
such policy, at each individual’s request, can be assumed by such individual upon a termination of employment, if and as
allowed by the applicable insurance company.
Under
the Titan Employment Agreements, if the executive is terminated without cause or resigns with good reason, then, subject to his
execution and non-revocation of a release of claims in favor of us and related parties, the executive will be entitled to receive
(a) two times (or three times in the case of Messrs. E. Cohen and J. Cohen) the sum of the executive’s base salary
plus his average incentive compensation for the previous two years, (b) a pro rata cash bonus for the year of termination,
(c) 24 months of continued health insurance (or 36 months in the case of Messrs. E. Cohen and J. Cohen of continued
health and life insurance), and (d) accelerated vesting of all equity-based compensation. In addition, if Messrs. E. Cohen
or J. Cohen is terminated without cause or resigns in good reason in connection with a change in control, then the severance payable
in (a) as stated above shall not exceed an amount equal to $5,000,000 reduced by the fair market value as of the date of
such change in control of any unvested equity awards held by Messrs. E Cohen and J. Cohen, but in no event shall such amount of
severance payable in (a) be reduced below $2,000,000.
The
Titan Employment Agreements contain the same death and disability provisions for the executives as outlined above in the summary
of the death and disability provisions of the Atlas Employment Agreements.
Each
of the Titan Employment Agreements contains restrictive covenants applicable to the executive officers with respect to noncompetition
and nonsolicitation that are similar to such provisions in the Atlas Employment Agreements.
In
addition, Under each of the Titan Employment Agreements, any payments or benefits payable to the executive will be cut back to
the extent that such payments or benefits would result in the imposition of excise taxes under Section 4999 of the Internal
Revenue Code, unless the executive would be better off on an after-tax basis receiving all such payments or benefits.
The
following table provides an estimate of the value of the benefits to Mr. E. Cohen pursuant to his Titan Employment Agreement,
if a termination event had occurred as of December 31, 2016:
Reason for termination
|
|
Lump sum severance payment
|
|
|
Benefits
(1)
|
|
|
Accelerated vesting of unit awards and
option awards
(2)
|
|
Death
|
|
$
|
3,821,370
|
(3)
|
|
$
|
—
|
|
|
$
|
357,215
|
|
Disability
|
|
|
1,421,370
|
|
|
|
29,600
|
|
|
|
357,215
|
|
Termination by us without cause or by Mr. Cohen for good reason
|
|
|
7,633,424
|
(4)
|
|
|
29,600
|
|
|
|
357,215
|
|
|
(1)
|
Dental
and medical benefits were calculated using 2016 COBRA rates.
|
|
(2)
|
Represents
the value of unvested unit awards disclosed in the “2016 Outstanding Equity Awards at Fiscal Year-End” table. Calculated
by multiplying the number of accelerated units by the closing price of the applicable unit on December 31, 2016.
|
|
(3)
|
Represents
pro rata incentive compensation and life insurance policy proceeds allocated to Titan.
|
|
(4)
|
Represents
pro rata incentive compensation plus three times (a) Mr. Cohen’s base salary plus (b) average incentive compensation
allocated to Titan.
|
The
following table provides an estimate of the value of the benefits to Mr. J. Cohen pursuant to his Titan Employment Agreement,
if a termination event had occurred as of December 31, 2016:
Reason for termination
|
|
Lump sum severance payment
|
|
|
Benefits
(1)
|
|
|
Accelerated vesting of unit awards and
option awards
(2)
|
|
Death
|
|
$
|
3,781,370
|
(3)
|
|
$
|
—
|
|
|
$
|
357,215
|
|
Disability
|
|
|
1,381,370
|
|
|
|
53,374
|
|
|
|
357,215
|
|
Termination by us without cause or by Mr. Cohen for good reason
|
|
|
7,053,424
|
(4)
|
|
|
53,374
|
|
|
|
357,215
|
|
|
(1)
|
Dental
and medical benefits were calculated using 2016 COBRA rates.
|
|
(2)
|
Represents
the value of unvested unit awards disclosed in the “2016 Outstanding Equity Awards at Fiscal Year-End” table. Calculated
by multiplying the number of accelerated units by the closing price of the applicable unit on December 31, 2016.
|
|
(3)
|
Represents
pro rata incentive compensation and life insurance policy proceeds allocated to Titan.
|
|
(4)
|
Represents
pro rata incentive compensation plus three times (a) Mr. Cohen’s base salary plus (b) average incentive compensation
allocated to Titan.
|
The
following table provides an estimate of the value of the benefits to Mr. Herz pursuant to his Titan Employment Agreement, if a
termination event had occurred as of December 31, 2016:
Reason for termination
|
|
Lump sum severance payment
|
|
|
Benefits
(1)
|
|
|
Accelerated vesting of unit awards and
option awards
(2)
|
|
Death
|
|
$
|
1,266,192
|
|
|
|
17,715
|
|
|
$
|
357,215
|
|
Disability
|
|
|
1,266,192
|
|
|
|
17,715
|
|
|
|
357,215
|
|
Termination by us without cause or by Mr. Herz for good reason
|
|
|
3,932,384
|
(3)
|
|
|
35,431
|
|
|
|
357,215
|
|
|
(1)
|
Dental
and medical benefits were calculated using 2016 COBRA rates.
|
|
(2)
|
Represents
the value of unvested unit awards disclosed in the “2016 Outstanding Equity Awards at Fiscal Year-End” table. Calculated
by multiplying the number of accelerated units by the closing price of the applicable unit on December 31, 2016.
|
|
(3)
|
Represents
two times (a) Mr. Herz’s base salary plus (b) average incentive compensation allocated to Titan.
|
The
following table provides an estimate of the value of the benefits to Mr. Schumacher, pursuant to his Titan Employment Agreement,
if a termination event had occurred as of December 31, 2016:
Reason for termination
|
|
Lump sum severance payment
|
|
|
Benefits
(1)
|
|
|
Accelerated vesting of unit awards and
option awards
(2)
|
|
Death
|
|
$
|
400,000
|
|
|
$
|
17,791
|
|
|
$
|
133,957
|
|
Disability
|
|
|
400,000
|
|
|
|
17,791
|
|
|
|
133,957
|
|
Termination by us without cause or by Mr. Schumacher for good reason
|
|
|
1,610,000
|
(3)
|
|
|
35,583
|
|
|
|
133,957
|
|
|
(1)
|
Dental
and medical benefits were calculated using 2016 COBRA rates.
|
|
(2)
|
Represents
the value of unvested unit awards disclosed in the “2016 Outstanding Equity Awards at Fiscal Year-End” table. Calculated
by multiplying the number of accelerated units by the closing price of the applicable unit on December 31, 2016.
|
|
(3)
|
Represents
two times (a) Mr. Schumacher’s base salary plus (b) average incentive compensation allocated to Titan.
|
Long-Term
Incentive Plans
2015
Long-Term Incentive Plan
In
February 2015, we adopted the Atlas Energy Group, LLC 2015 Long-Term Incentive Plan, which we refer to as the “2015
LTIP.” The following is a brief description of the principal features of the 2015 LTIP.
Purpose
The 2015
LTIP is intended to promote our interests by providing to our officers, employees, and directors, employees of our affiliates,
consultants, and joint venture partners who perform services for us incentive awards for superior performance that are based on
our common units. The 2015 LTIP is intended to enhance our ability to attract and retain the services of individuals who
are essential for our growth and profitability, and to encourage them to devote their best efforts to our business and advancing
our interests.
Administration
Grants
made under the 2015 LTIP are determined by our board of directors or a committee of the board of appointed by the board of
directors to administer the 2015 LTIP. Our board has appointed the Compensation Committee to administer the 2015 LTIP,
which we refer to as the “committee.”
Subject
to the provisions of the 2015 LTIP, the Committee is authorized to administer and interpret the 2015 LTIP, to make factual
determinations, and to adopt or amend its rules, regulations, agreements, and instruments for implementing the 2015 LTIP.
The Committee also has the full power and authority to determine the recipients of grants under the 2015 LTIP as well as
the terms and provisions of restrictions relating to grants.
Subject
to any applicable law, the Committee, in its sole discretion, may delegate any or all of its powers and duties under the 2015
LTIP, including the power to award grants under the 2015 LTIP, to our Chief Executive Officer, subject to such limitations
as the Committee may impose, if any. However, the Chief Executive Officer may not make awards to, or take any action with respect
to any grant previously awarded to, himself or a person who is subject to Rule 16b-3 under the Exchange Act.
Eligibility
Persons
eligible to receive grants under the 2015 LTIP are (a) officers and employees of us, our affiliates, consultants, or
joint venture partners who perform services for us or an affiliate or in furtherance of our business (we refer to each such officer
and employee as an “eligible employee”) and (b) our non-employee directors.
Unit
Reserve; Adjustments
Awards
in respect of up to 5.25 million of our common units may be issued under the 2015 LTIP. This amount is subject
to adjustment as provided in the 2015 LTIP for events such as distributions (in common units or other securities or property,
including cash), unit splits (including reverse splits), recapitalizations, mergers, consolidations, reorganizations, reclassifications,
and other extraordinary events affecting our outstanding common units such that an adjustment is necessary in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be made available under the 2015 LTIP. Common units
issued under the 2015 LTIP may consist of newly issued common units, common units acquired in the open market or from any
of our affiliates, or any other person, or any combination of the foregoing. If any award granted under the 2015 LTIP is
forfeited or otherwise terminates or is cancelled or paid without the delivery of common units, then the common units covered
by the award will (to the extent of the forfeiture, termination, or cancellation, as the case may be) again be available for grants
of awards under the 2015 LTIP. Common units surrendered in payment of the exercise price of an option, and withheld or surrendered
for payment of taxes, will not be available for re-issuance under the 2015 LTIP.
Awards
Awards
granted under the 2015 LTIP may consist of options to purchase common units, phantom units, and restricted units. All grants
are subject to such terms and conditions as the Committee deems appropriate, including vesting conditions.
Options.
An option is the right to purchase a common unit in the future at a predetermined price (which we refer to as the “exercise
price”). The exercise price of each option is determined by the Committee and may be equal to or greater than the fair market
value of a common unit on the date the option is granted. The Committee will determine the vesting and exercise restrictions applicable
to an award of options, if any, and the method or methods by which payment of the exercise price may be made, which may include,
without limitation, cash, check acceptable to the board of directors, a tender of common units having a fair market value equal
to the exercise price, a “cashless” broker-assisted exercise, a recourse note in a form acceptable to the board of
directors and that does not violate the Sarbanes-Oxley Act of 2002, a “net exercise” that permits us to withhold
a number of common units that otherwise would be issued to the holder of the option pursuant to the exercise of the option having
a fair market value equal to the exercise price, or any combination of the methods described above.
Phantom
Units
. Phantom units represent rights to receive common units, an amount of cash or other securities or property based on
the value of a common unit, or a combination of common units and cash or other securities or property. Phantom units are subject
to terms and conditions determined by the Committee, which may include vesting restrictions. In addition, the Committee may grant
distribution equivalent rights in connection with a grant of phantom units. Distribution equivalent rights represent the right
to receive an amount in cash, securities, or other property equal to, and at the same time as, the cash distributions or other
distributions of securities or other property made by us with respect to common units during the period that the underlying phantom
unit is outstanding. Distribution equivalents may (a) be paid currently or may be deferred and, if deferred, may accrue interest,
(b) accrue as a cash obligation or may convert into additional phantom units for the holder of the underlying phantom units,
(c) be payable based on the achievement of specific goals, and (d) be payable in cash or common units or in a combination
of cash and common units, in each case as determined by the Committee.
Restricted
Units
. Restricted units are actual common units issued to a participant that are subject to vesting restrictions and evidenced
in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more unit certificates.
Prior to or upon the grant of an award of restricted units, the Committee will condition the vesting or transferability of the
restricted units upon continued service, the attainment of performance goals, or both. Unless otherwise determined by the Committee,
a holder of restricted units will have certain rights of holders of our common units in general, including the right to vote the
restricted units. During the period during which the restricted units are subject to vesting restrictions, however, the holder
will not be permitted to sell, assign, transfer, pledge, or otherwise encumber the restricted units. As determined by the Committee,
cash dividends on restricted units may be automatically deferred or reinvested in additional restricted units and held subject
to the vesting of the underlying restricted units, and dividends payable in common units may be paid in the form of restricted
units of the same class as the restricted units with respect to which the dividend is paid and may be subject to vesting of the
underlying restricted units.
Change
in Control
Individual
|
|
Triggering
event
|
|
Acceleration
|
Eligible
employees
|
|
Change
of Control (as defined in the 2015LTIP),
and
Termination of employment without “cause” as defined in the 2015 LTIP or upon any other type of termination
specified in the applicable award agreement(s), following a change of control
|
|
Unvested
awards immediately vest in full and in the case of options, become exercisable for the one-year period following the date
of termination (but not later than the end of the original term of the option)
|
|
|
|
|
|
Independent
directors
|
|
Change
of Control (as defined in the 2015 LTIP)
|
|
Unvested
awards immediately vest in full
|
No
Assignment
Except
as otherwise determined by the Committee, no award granted under the 2015 LTIP is assignable or transferable except by will
or the laws of descent and distribution. When a participant dies, the personal representative or other person entitled to succeed
to the rights of the participant may exercise the participant’s rights under his or her awards.
Withholding
All
awards granted under the 2015 LTIP are subject to applicable federal (including FICA), state, and local tax withholding requirements.
If we so permit, common units may be withheld to satisfy tax withholding obligations with respect to awards paid in common units,
at the time such awards become subject to employment taxes and tax withholding, as applicable, up to an amount that does not exceed
the minimum required withholding for federal (including FICA), state, and local tax liabilities. We may require forfeiture of
any award for which the participant does not timely pay the applicable withholding taxes.
Amendment
and Termination
Subject
to the limitations described below, the Committee may amend, alter, suspend, discontinue, or terminate the 2015 LTIP at any
time without the consent of participants, except that the Committee may not amend the 2015 LTIP without approval of the unitholders
if such approval is required in order to comply with applicable stock exchange requirements. We may waive any conditions or rights
under, amend any terms of, or alter any award previously granted under the 2015 LTIP; however, no change to any award previously
granted under the 2015 LTIP may materially reduce the benefit to a participant, unless the participant has consented or such
change is explicitly allowed in the 2015 LTIP or the applicable award agreements. The Committee may not reprice options,
nor may the 2015 LTIP be amended to permit option repricing, unless the unitholders approve such repricing or amendment.
Plan
Term
The
2015 LTIP will continue until the date terminated by our Board or the date upon which common units are no longer available for
the grant of awards, whichever occurs first.
Titan
Management Incentive Plan
The
Amended and Restated Titan Energy, LLC Management Incentive Plan (the “MIP”) has been adopted the employees, directors
and individual consultants of Titan and its affiliates. The MIP permits the grant of options, phantom shares and restricted and
unrestricted common shares, as well as dividend equivalent rights. A maximum of 25% of the shares available for issuance
under the MIP shall be available for issuance pursuant to incentive stock options. Subject to adjustment in accordance with the
MIP, a maximum of 655,555 common shares was originally reserved for issuance pursuant to awards under the MIP. Common shares
subject to forfeited awards or withheld to satisfy exercise prices or tax withholding obligations will again be available for
delivery pursuant to other awards. Upon a change in control, all unvested awards held by directors shall immediately vest in full.
The MIP has a term of 10 years and will be administered by the Board, which may delegate to a committee or Titan’s
Chief Executive Officer.
Our
Senior Executive Plan
In
February 2015, we adopted the Atlas Energy Group, LLC Annual Incentive Plan for Senior Executives, which we refer to as the
“Senior Executive Plan.” The following is a summary of the Senior Executive Plan.
Purpose
The
Senior Executive Plan provides a means for awarding annual incentive pay, a component of our compensation program, to our senior
executive employees and senior executive employees of our subsidiaries based on the achievement of performance goals over a designated
performance period. The performance period is our fiscal year or any other period of up to 12 months. The objectives
of the Senior Executive Plan are:
|
●
|
to
enhance our ability to attract, reward and retain senior executive employees;
|
|
●
|
to
strengthen employee commitment to our success; and
|
|
●
|
to
align employee interests with those of our unitholders by providing compensation that
varies based on our success.
|
Administration
The
Senior Executive Plan is administered and interpreted by our Compensation Committee. The Committee has the authority to establish
rules and regulations relating to the Senior Executive Plan, to interpret the Senior Executive Plan and those rules and regulations,
to select participants, to determine each participant’s maximum award and award amount, to approve all awards, to decide
the facts in any case arising under the Senior Executive Plan, to make all other determinations, including factual determinations,
and to take all other actions necessary or appropriate for the proper administration of the Senior Executive Plan, including the
delegation of its authority or power, where appropriate.
Eligibility
and Participation
Our
senior executive employees are eligible to participate in the Senior Executive Plan. The Compensation Committee selects the senior
executive employees who will participate in the Senior Executive Plan for each performance period.
Establishment
of Performance Goals
As
soon as practicable following the beginning of a performance period, the Compensation Committee determines the performance goals,
and each participant’s maximum award for the performance period. The performance goals may provide for differing amounts
to be paid based on differing thresholds of performance.
Performance
Objectives
The
performance goals are based on performance objectives selected by the Compensation Committee for each performance period. In each
period, the Committee may consider factors including performance relative to an appropriate group designated by the Committee,
total market return and distributions paid to unitholders, and factors related to the operation of the business, including growth
of reserves, growth in production, processing and intake of natural gas, health and safety performance, environmental compliance,
and risk management. The aforementioned performance criteria may be considered either individually or in any combination, applied
to us as a whole, to a subsidiary, to a business unit of us or any subsidiary, to an affiliate or any subsidiary, or to any individual,
measured either annually or cumulatively over a period of time. To the extent applicable, the Compensation Committee, in determining
whether and to what extent a performance goal has been achieved, will use the information set forth in our audited financial statements
and other objectively determinable information. The performance goals established by the Committee may be (but need not be) different
each performance period, and different performance goals may be applicable to different participants.
Calculation
of Awards
A
participant will earn an award for a performance period based on the level of achievement of the performance goals established
by the Compensation Committee for that performance period. The Committee may reduce or increase an award for any performance period
based on its assessment of personal performance or other factors.
Payment
of Awards
The
Compensation Committee will certify and announce the awards that will be paid to each participant as soon as practicable following
the final determination of our financial results for the relevant performance period. Payment of the awards certified by the Committee
will be made as soon as practicable following the close of the performance period, but in any event within 2.5 months
after the close of the performance period. Awards shall be paid in cash, in equity, or in a combination thereof. Any common or
phantom units may be issued under any long-term incentive plan.
Limitations
on Payment of Awards
Generally,
a participant must be employed on the last day of a performance period to receive payment of an award under the Senior Executive
Plan. If a participant’s employment terminates before the end of the performance period, however, the Compensation Committee
may determine that the participant will remain eligible to receive a prorated portion of any award that would have been earned
for the performance period, in such circumstances as the Committee deems appropriate. If a participant is on an authorized leave
of absence during the performance period, the participant may be eligible to receive a prorated portion of any award that would
have been earned, as determined by the Committee.
Change
in Control
Unless
the Compensation Committee determines otherwise, if a “change in control” (as defined in the Senior Executive Plan)
occurs before the end of a performance period, each participant will receive an award for the performance period based on performance
measured as of the date of the change in control.
Amendment
and Termination of Plan
The
Compensation Committee has the authority to amend, modify, or terminate the Senior Executive Plan at any time. In the case of
a termination of the plan, each participant may receive all or a portion of the award that would otherwise have been earned for
the then-current performance period had the Senior Executive Plan not been terminated, as determined by the Committee.
2016
Outstanding Equity Awards at Fiscal Year-end
|
|
Option Awards
|
|
Stock Awards
|
|
Name
|
|
Exerciseable
|
|
|
Unexerciseable
|
|
|
Option
Exercise Price
|
|
|
Option
Expiration
Date
|
|
Number of
Units that have
not Vested
|
|
|
Market Value
of Units that
have not
Vested
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edward E. Cohen
|
|
|
—
|
|
|
|
—
|
|
|
|
N/A
|
|
|
N/A
|
|
|
74,111
|
(1)
|
|
|
357,215
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
N/A
|
|
|
N/A
|
|
|
250,000
|
(2)
|
|
|
180,000
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
200,000
|
(3)
|
|
|
144,000
|
|
Jeffrey M. Slotterback
|
|
|
—
|
|
|
|
—
|
|
|
|
N/A
|
|
|
N/A
|
|
|
27,792
|
(4)
|
|
|
133,957
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
N/A
|
|
|
N/A
|
|
|
35,000
|
(5)
|
|
|
25,200
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
100,000
|
(6)
|
|
|
72,000
|
|
Jonathan Z. Cohen
|
|
|
—
|
|
|
|
—
|
|
|
|
N/A
|
|
|
N/A
|
|
|
74,111
|
(1)
|
|
|
357,215
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
N/A
|
|
|
N/A
|
|
|
250,000
|
(2)
|
|
|
180,000
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
200,000
|
(3)
|
|
|
144,000
|
|
Daniel C. Herz
|
|
|
—
|
|
|
|
—
|
|
|
|
N/A
|
|
|
N/A
|
|
|
74,111
|
(1)
|
|
|
357,215
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
N/A
|
|
|
N/A
|
|
|
250,000
|
(2)
|
|
|
180,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200,000
|
(3)
|
|
|
144,000
|
|
Mark D. Schumacher
|
|
|
—
|
|
|
|
—
|
|
|
|
N/A
|
|
|
N/A
|
|
|
27,792
|
(4)
|
|
|
133,957
|
|
|
|
|
|
|
|
|
|
|
|
|
N/A
|
|
|
N/A
|
|
|
175,000
|
(7)
|
|
|
126,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
(6)
|
|
|
72,000
|
|
|
(1)
|
Represents
restricted Titan Energy, LLC shares which will vest as follows: 9/1/2017- 24,456; 9/1/2018 - 24,456; 9/1/2019 - 25,199.
|
|
(2)
|
Represents
Atlas Energy phantom units, which vest as follows: 3/1/2018 - 165,000; 6/8/2018 - 85,000.
|
|
(3)
|
Represents
Atlas Energy phantom units, which vest as follows: 3/1/2018 - 132,000; 6/8/2018 - 68,000.
|
|
(4)
|
Represents
restricted Titan Energy, LLC shares which will vest as follows: 9/1/2017- 9,171; 9/1/2018 - 9,171; 9/1/2019 - 9,450.
|
|
(5)
|
Represents
Atlas Energy phantom units, which vest as follows: 3/1/2018 - 23,100; 6/8/2018 - 11,900.
|
|
(6)
|
Represents
Atlas Energy phantom units, which vest as follows: 3/1/2018 - 66,000; 6/8/2018 - 34,000.
|
|
(7)
|
Represents
Atlas Energy phantom units, which vest as follows: 3/1/2018 -115,500; 6/8/2018 -59,500.
|
2016
Option Exercises and Units Vested Table
|
|
Option Awards
|
|
|
Stock Awards
|
|
Name
|
|
Number of Units Acquired on Exercise
|
|
|
Value Realized on Exercise
|
|
|
Number of Units Acquired on Vesting
(1)
|
|
|
Value Realized on Vesting ($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edward E. Cohen
|
|
|
—
|
|
|
|
—
|
|
|
|
37,000
|
|
|
|
178,340
|
|
Jeffrey M. Slotterback
|
|
|
—
|
|
|
|
—
|
|
|
|
13,875
|
|
|
|
66,878
|
|
Jonathan Z. Cohen
|
|
|
—
|
|
|
|
—
|
|
|
|
37,000
|
|
|
|
178,340
|
|
Daniel C. Herz
|
|
|
—
|
|
|
|
—
|
|
|
|
37,000
|
|
|
|
178,340
|
|
Mark D. Schumacher
|
|
|
—
|
|
|
|
—
|
|
|
|
20,125
|
(2)
|
|
|
71,503
|
|
|
(1)
|
Represents
Titan common shares with a fair market value of $4.82.
|
|
(2)
|
Comprised
of 13,875 Titan common shares with a fair market value of $4.82 and 6,250 ARP common units with a fair market value
of $0.74.
|
2016
Nonqualified Deferred Compensation
Name
|
|
Executive
contributions In the last
FY ($)
|
|
|
Registrant
contributions in the last
FY ($)
|
|
|
Aggregate
earnings
in the last
FY ($)
|
|
|
Aggregate
Withdrawals/
Distributions ($)
(1)
|
|
|
Aggregate
balance
at last
FYE ($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edward E. Cohen
|
|
|
35,000
|
|
|
|
35,000
|
(2)
|
|
|
2,949
|
|
|
|
1,263,889
|
|
|
|
1,336,838
|
|
Jonathan Z. Cohen
|
|
|
26,538
|
|
|
|
26,538
|
(3)
|
|
|
2,184
|
|
|
|
884,722
|
|
|
|
939,982
|
|
|
(1)
|
Contributions
are invested in a mutual fund and cash balances are invested daily in a money market
account.
|
|
(2)
|
This
amount is included within the Summary Compensation Table for 2016 reflecting our
$35,000 matching contribution in the all other compensation column.
|
|
(3)
|
This
amount is included within the Summary Compensation Table for 2016 reflecting our
$26,538 matching contribution in the all other compensation column.
|
Effective
July 1, 2011, Atlas Energy established the Atlas Energy Deferred Compensation Plan, an unfunded nonqualified deferred compensation
plan for certain highly compensated employees. We assumed all of Atlas Energy’s obligations under the Atlas Energy Deferred
Compensation Plan as part of the Targa transactions in February 2015, and refer to it as the Deferred Compensation Plan.
The Deferred Compensation Plan provides Messrs. E. Cohen and J. Cohen, the plan’s current participants, with the opportunity
to defer, annually, the receipt of a portion of their compensation, and to permit them to designate investment indices for the
purpose of crediting earnings and losses on any amounts deferred under the Deferred Compensation Plan. Messrs. E. Cohen and J.
Cohen may defer up to 10% of their total annual cash compensation (which means base salary and non-performance-based bonus)
and up to 100% of all performance-based bonuses, and we are obligated to match such deferrals on a dollar-for-dollar basis
(i.e., 100% of the deferral) up to a total of 50% of their base salary for any calendar year. Effective July 2016, we
suspended deferrals and allocations to the accounts. Account balances remain payable as specified in original deferral elections.
The account is invested in a mutual fund, and cash balances are invested daily in a money market account. Atlas Energy established
a “rabbi” trust to serve as the funding vehicle for the Deferred Compensation Plan and we will, not later than the
last day of the first month of each calendar quarter, make contributions to the trust in the amount of the compensation deferred,
along with the corresponding match, during the preceding calendar quarter. Notwithstanding the establishment of the rabbi trust,
the obligation to pay the amounts due under the Deferred Compensation Plan constitutes a general, unsecured obligation, payable
out of our general assets, and Messrs. E. Cohen and J. Cohen do not have any rights to any specific asset of our company.
The
Deferred Compensation Plan has the following additional provisions:
|
●
|
|
At
the time the participant makes his deferral election with respect to any year, he must specify the date or dates (but not
more than two) on which distributions will start, which date may be upon termination of employment or a date that is at least
three years after the year in which the amount deferred would otherwise have been earned. A participant may subsequently defer
a specified payment date for a minimum of an additional five years from the previously elected payment date. If the participant
fails to make an election, all amounts will be distributable upon the termination of employment.
|
|
●
|
|
Distributions
will be made earlier in the event of death, disability or a termination of employment due to a change of control.
|
|
●
|
|
If
the participant elects to receive all or a portion of his distribution upon the termination of employment, it will be paid
in a lump sum. Otherwise, the participant may elect to receive a lump sum payment or equal installments over not more than
10 years.
|
|
●
|
|
A
participant may request a distribution of all or part of his account in the event of an unforeseen financial emergency. An
unforeseen financial emergency is a severe financial hardship due to an unforeseeable emergency resulting from a sudden and
unexpected illness or accident of the participant, or a sudden and unexpected illness or accident of a dependent, or loss
of the participant’s property due to casualty, or other similar and extraordinary unforeseeable circumstances arising
as a result of events beyond the control of the participant. An unforeseen financial emergency is not deemed to
exist to the extent it is or may be relieved through reimbursement or compensation by insurance or otherwise; by borrowing
from commercial sources on reasonable commercial terms to the extent that this borrowing would not itself cause a severe financial
hardship; by cessation of deferrals under the plan; or by liquidation of the participant’s other assets (including assets
of the participant’s spouse and minor children that are reasonably available to the participant) to the extent that
this liquidation would not itself cause severe financial hardship.
|
Equity
Compensation Plan Information
The
following table provides information regarding the Company’s LTIP as of December 31, 2016:
Plan category
|
|
Number of
securities to be
issued upon
exercise of equity instruments
|
|
|
Weighted-
average
exercise price
of outstanding
equity instruments
|
|
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
Equity compensation plans approved by security holders—phantom units
|
|
|
3,995,214
|
|
|
$
|
N/A
|
|
|
|
|
|
Equity compensation plans approved by security holders—unit options
|
|
|
N/A
|
|
|
$
|
N/A
|
|
|
|
|
|
Total
|
|
|
3,995,214
|
|
|
$
|
|
|
|
|
1,220,960
|
|
The
following table provides information regarding the Titan Management Incentive Plan as of December 31, 2016:
Plan category
|
|
Number of
securities to be
issued upon
exercise of equity instruments
|
|
|
Weighted-
average
exercise price
of outstanding
equity instruments
|
|
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected
in
column (a))
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
Equity compensation plans approved by security holders—phantom units
|
|
|
111,000
|
|
|
$
|
N/A
|
|
|
|
|
|
Equity compensation plans approved by security holders—options
|
|
|
|
|
|
$
|
|
|
|
|
|
|
Total
|
|
|
111,000
|
|
|
$
|
|
|
|
|
96,768
|
|
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16(a)
of the Exchange Act requires executive officers and Board members and persons who beneficially own more than 10% of a registered
class of our equity securities to file reports of ownership and changes in ownership with the SEC and to furnish us with copies
of all such reports.
Based
solely upon our review of reports received by us, or representations from certain reporting persons that no filings were required
for those persons, we believe that during fiscal year 2016, our executive officers, directors and persons who beneficially
owned more than 10% of our common units complied with all applicable filing requirements except for Mr. Leon Cooperman who
filed one late Form 4 relating to sales of common units.