Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
Retirement of Lawrence Miller
On
March 27, 2017, Lawrence Miller informed StoneMor GP LLC (StoneMor GP), the general partner of StoneMor Partners L.P. (the Partnership), that he will retire and step down as Chairman, President, Chief Executive Officer
and Assistant Secretary of StoneMor GP effective as of the earlier of (i) August 31, 2017 or (ii) the date on which Mr. Millers successor commences employment with StoneMor GP (the Effective Date).
In connection with Mr. Millers retirement, StoneMor GP and Mr. Miller entered into a Separation Agreement and General Release
(the Agreement). The Agreement provides, among other things, that StoneMor GP will appoint Mr. Miller as Vice Chairman of the Board of Directors of StoneMor GP (the Board) for the period commencing on the Effective Date
through the end of the period of time in which Mr. Miller is eligible to receive Separation Benefits as defined below (the Severance Period). Following the expiration of the Severance Period, Mr. Millers continued service
as a director of StoneMor GP will be subject to the discretion of its sole member, and Mr. Miller has agreed to resign as a director of StoneMor GP following such expiration if requested by the Chairman of StoneMor GP.
The Agreement also provides that, during the Severance Period, StoneMor GP will engage Mr. Miller as a consultant and that, in such
capacity, his duties will include, but not be limited to the following (the Consulting Services): (i) advising the Board and management of StoneMor GP with respect to lobbying and other efforts to oppose legislative initiatives in
Pennsylvania seeking to restrict preneed sales and preneed delivery of cemetery merchandise and services; (ii) advising StoneMor GPs management and the Executive Committee of the Board on the conversion of cemetery preneed
merchandise-and-services trust funds into fully-paid life insurance securing the obligations to deliver merchandise to and perform services for the purchasers thereof; (iii) working with StoneMor GPs management to generally serve as an
ambassador for StoneMor GP within the death care industry; and (iv) continuing to be StoneMor GPs liaison to the Archdiocese of Philadelphia. StoneMor GP and Mr. Miller intend that the amount of Consulting Services performed by
Mr. Miller will be an average of eight hours per week, and will, in all events be less than 20% of the average level of services provided by Mr. Miller during the 36-month period immediately preceding the cessation of
Mr. Millers employment with StoneMor GP.
In addition, the Agreement provides, among other things, that Mr. Miller will be
entitled to the compensation and benefits set forth in Section 6.02(d) of the Amended and Restated Employment Agreement between Mr. Miller and StoneMor GP, with an effective date of January 1, 2013, which include the following (the
Separation Benefits): (i) base salary earned but not paid prior to the Effective Date; (ii) payment for all accrued but unused vacation time up to the Effective Date; (iii) payment of any earned bonus that was deferred;
(iv) any bonus payable pursuant to any bonus program, to the extent already earned but not paid in the fiscal year ending December 31, 2017; (v) an amount equal to Mr. Millers base salary in effect on the Effective Date,
multiplied by a factor of 2.50, which amount is payable in accordance with the regular payroll practices of StoneMor GP in equal installments over two and one-half years, unless Mr.
2
Miller is a specified employee (within the meaning of Section 409A of the Internal Revenue Code, as amended, and pursuant to the methodology adopted by StoneMor GP) as of his
termination of employment, in which case such amount shall commence to be paid within 60 days following the end of the six month period that begins on the date of Mr. Millers termination of employment; (vi) immediate vesting of and
lapsing of restrictions on all unvested stock awards; (vii) continued participation in StoneMor GPs medical, dental, hospitalization and life insurance plans, programs and/or arrangements in which Mr. Miller was participating on the
Effective Date until the earliest of (x) two years, (y) the date Mr. Miller receives substantially equivalent coverage under the plans, programs and/or arrangements of a subsequent employer or (z) the date on which such plans are
terminated, provided, however that if such coverage is not allowed under StoneMor GPs plans, Mr. Miller is entitled to a lump sum payment, less contributions, in an amount equal to the amount that StoneMor GP would have spent on
Mr. Millers premiums for the same period, based on the then-applicable premiums; and (viii) such additional benefits as may be provided under existing plans and programs of StoneMor GP (other than severance payments payable under any
benefit plan). The Agreement also includes provisions in the event Mr. Millers employment is terminated prior to the Effective Date. In exchange for the Separation Benefits, Mr. Miller agreed to remain employed with StoneMor GP
through the Effective Date and agreed to a customary release and discharge of StoneMor GP, the Partnership and each of the other Releasees (as defined in the Agreement) from certain employment-related and other claims, liabilities and causes of
action, whether known or unknown. The Agreement also contains other terms and conditions customary for an agreement of this nature.
The
foregoing summary of the Agreement is not intended to be complete and is qualified in its entirety by reference to the Agreement attached hereto as Exhibit 10.1 and incorporated by reference herein.
Resignation of William Shane
On
March 27, 2017, William Shane resigned as a director of StoneMor GP effective as of StoneMor GPs next quarterly Board meeting currently scheduled for May 2017.