Incentive Plan immediately prior to the Effective Date and were converted into awards under the LTIP, effective as of the Effective Date. Shares of Common Stock subject to an award that expires
or is canceled, forfeited, exchanged, settled in cash or otherwise terminated without delivery of shares will again be available for delivery pursuant to other awards under the LTIP; however, (i) the number of shares tendered or withheld in
payment of any exercise or purchase price of an award or taxes relating to an award, (ii) shares that were subject to an award but were not issued or delivered as a result of the net settlement or net exercise of such award and
(iii) shares repurchased on the open market with the proceeds of an awards exercise price, will not, in each case, be available for delivery pursuant to other awards under the LTIP.
Under the LTIP, in a single calendar year, a
non-employee
director may not be paid compensation,
whether denominated in cash or awards granted under the LTIP, for such individuals service on the Board in excess of $500,000, prorated for partial calendar years of service. Additional cash amounts or awards may be paid for any calendar year
in which a
non-employee
director first joins the Board, serves on a special committee of the Board or serves as lead director.
The
Hi-Crush
Partners LP First Amended and Restated Long-Term Incentive Plan has been terminated, and
all units previously registered by the Partnership with respect to that plan have been deregistered with the Securities and Exchange Commission.
The foregoing description of the LTIP does not purport to be complete and is qualified in its entirety by reference to the full text of the
LTIP, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
To the extent applicable, the
disclosure set forth in Item 8.01 regarding the Indemnification Agreements is incorporated herein by reference.
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year
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On May 31, 2019, to implement the Conversion, Mark C. Skolos, in his capacity as General Counsel, Chief Compliance Officer and Secretary
of the Partnership, filed the Certificate of Conversion with the Secretary of State of the State of Delaware, and
Hi-Crush
GP, in its capacity as the as the sole incorporator of the Corporation, filed with the
Secretary of State of the State of Delaware the Certificate of Incorporation. The Conversion became effective at the Effective Time.
At
the Effective Time, the Partnership converted to the Corporation pursuant to a plan of conversion, and the Certificate of Incorporation and the Bylaws of the Corporation became effective.
The full text of the Certificate of Conversion, Certificate of Incorporation and Bylaws are filed herewith as Exhibits 3.1, 3.2 and 3.3 and
are incorporated herein by reference as Exhibits 3.1, 3.2 and 3.3, respectively.
In accordance with Rule
12g-3(a)
under the Securities Exchange Act of 1934, as amended (the
Exchange Act), the Corporation is a successor registrant to the Partnership and thereby subject to the informational requirements of the Exchange Act and the rules and regulations promulgated thereunder. The shares of Common Stock of the
Corporation, as the successor registrant to the Partnership, are deemed to be registered under Section 12(b) of the Exchange Act.
Holders of uncertificated units of the Partnership immediately prior to the Conversion continued as holders of uncertificated stock of the
Corporation upon effectiveness of the Conversion.
Indemnification Agreements
In connection with the Conversion, the Corporation entered into indemnification agreements with each of its directors and executive officers
(the Indemnification Agreements). The Indemnification Agreements require the Corporation to indemnify each such individual to the fullest extent permitted under Delaware law against liability that may arise by reason of such
individuals service to the Corporation, and to advance expenses incurred as a result of any proceeding against such individual as to which he or she could be indemnified.
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