Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
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Hi-Crush
Partners LP (the
Partnership) issued a press release on May 22, 2019 announcing the appointment of Michael Alan Oehlert as Chief Operating Officer of
Hi-Crush
GP LLC (the General Partner), the
general partner of the Partnership, effective May 21, 2019.
Mr. Oehlert, age 56, joined
Hi-Crush
in July 2017 as Vice President, PropStream of the General Partner, and was promoted to Senior Vice President, PropStream in January 2019. Mr. Oehlert provided consulting services to various
private equity firms prior to joining
Hi-Crush
and following his service as President and Chief Executive Officer of Patriot Artificial Lift LLC (Patriot), an artificial lift manufacturer and
service company, from August 2013 to November 2015. At Patriot, he managed field operations, product development, and marketing. From October 2012 to August 2013, Mr. Oehlert served as President and Chief Executive Officer of Downhole
Technology LLC (then known as National Boss Hog Energy Services LLC), a frac plug manufacturer, where he led product development, well-site operations, sales and marketing. Prior to Downhole Technology LLC, he was the south region General Manager at
Integrated Production Services (now a division of SPN Well Services) from 2006 to 2012, where he managed coil tubing, slickline, swabbing, flowback, snubbing, artificial lift, and remedial pumping service lines. From 2000 to 2006, Mr. Oehlert
held various manager-level operations positions, including for US Plungers and Scientific Microsystems Inc.
In connection with
Mr. Oehlerts appointment as Chief Operating Officer,
Hi-Crush
Services LLC (the Company) entered into an Employment Agreement with Mr. Oehlert, effective May 21, 2019 (the
Employment Agreement). The initial term of the Employment Agreement is one year from the effective date of such agreement, with automatic extensions for additional
one-year
periods unless either
party provides at least thirty days advance written notice of
non-renewal.
Mr. Oehlert
will receive an initial annualized base salary of $290,000 and is eligible for discretionary bonus compensation for each calendar year that he is employed by the Company (as applicable, the Annual Bonus), which the board of directors of
the General Partner determined to be an initial annual incentive target value of 65% of base salary for the 2019 calendar year, and he is also eligible to participate in the
Hi-Crush
Partners LP First Amended
and Restated Long Term Incentive Plan (the LTIP), with his initial annual long term incentive award target value to be 165% of his base salary.
Mr. Oehlerts employment may be terminated by the Company with or without Cause (as defined in the Employment
Agreement), by Mr. Oehlert for or without Good Reason (as defined in the Employment Agreement), due to Mr. Oehlerts Disability (as defined in the Employment Agreement) or death, or due to expiration of the
term of the Employment Agreement.
Upon Mr. Oehlerts termination of employment for any reason, the Company shall pay
Mr. Oehlert all unpaid base salary, all accrued, unused vacation time, if any, in accordance with the Companys vacation policies as in effect from time to time, and any unreimbursed business expenses incurred prior to the date on which
his employment terminates (as applicable, the Termination Date).
If the Company terminates Mr. Oehlerts employment
without Cause, or Mr. Oehlert terminates his employment for Good Reason, in each case prior to the expiration of the then-existing initial term or renewal term under the Employment Agreement, then, so long as Mr. Oehlert executes a release
and abides by the confidentiality,
non-solicitation,
non-competition,
and intellectual property terms of the Employment Agreement, (A) the Company shall make
severance payments to Mr. Oehlert in a total amount equal to (i) twelve months of his base salary as of the Termination Date or (ii) if the Termination Date is within twenty-four (24) months following a Change in
Control (as defined in the LTIP) (such period, a CIC Protection Period), eighteen months of his base salary as of the Termination Date plus one and a half times his target Annual Bonus for the calendar year in which the Termination
Date occurs, (B) the Company shall reimburse Mr. Oehlert for the difference between the amount