SMLP Summit Midstream Partners LP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14C

SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No.   )

Check the appropriate box:

SUMMIT MIDSTREAM PARTNERS, LP
(Name of Registrant As Specified In Its Charter)

Payment of Filing Fee (Check the Appropriate Box):

SUMMIT MIDSTREAM PARTNERS, LP

1790 Hughes Landing Blvd, Suite 500
The Woodlands, Texas 77380
(832) 413-4770

NOTICE OF ACTION BY WRITTEN CONSENT

We Are Not Asking You for a Proxy and
You are Requested Not to Send Us a Proxy

To the Common Unitholders of Summit Midstream Partners, LP:

This notice (this “Notice”) and the accompanying information statement (the “Information Statement”) are being furnished to the holders of record (the “Common Unitholders”) as of February 19, 2020 of common units representing limited partner interests (the “Common Units”) in Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), to notify such Common Unitholders of the approval (the “Approval”) by written consent of Common Unitholders of a majority of the Outstanding Common Units (the “Consenting Majority Common Unitholders”) of an amendment and restatement of the Summit Midstream Partners, LP 2012 Long-Term Incentive Plan (the “Current Plan” and, as amended and restated, the “A/R Plan”) which would, among other things, (i) increase the number of Common Units authorized for issuance with respect to awards under the Current Plan from 5,000,000 Common Units to 15,000,000 Common Units under the A/R Plan and (ii) extend the term of the Current Plan such that the A/R Plan would expire ten years from the effective date thereof. The Current Plan provides for, and the A/R Plan would continue to provide for, the granting, from time to time, of unit-based awards, including Common Units, restricted units, phantom units, unit options, unit appreciation rights, distribution equivalent rights, profits interest units and other unit-based awards to eligible officers, employees, consultants and members of the board of directors (the “Board”), in each case of (i) Summit Midstream GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), and (ii) the General Partner’s affiliates.

You do not need to do anything in response to this Notice or the Information Statement. On January 21, 2020, the compensation committee of the Board recommended that the Board approve the A/R Plan, and on February 19, 2020, the Board approved the A/R Plan, subject to the requisite approval of the Common Unitholders as required by the rules of the New York Stock Exchange. We are not soliciting your vote because, on February 19, 2020, the Consenting Majority Common Unitholders approved the A/R Plan by written consent without a meeting of any Common Unitholders, such consent to be effective 20 calendar days after the date the Information Statement is first sent or given to the Common Unitholders. Such action by written consent is sufficient to approve and adopt the A/R Plan without the affirmative vote of any other Common Unitholders. Accordingly, no other votes are necessary to approve the A/R Plan and your approval is neither required nor requested.

Notwithstanding the execution and delivery of the written consent by the Consenting Majority Common Unitholders described above, under applicable securities regulations, the Approval may not become effective until at least 20 calendar days after the date the Information Statement is first sent or given to the Common Unitholders. The Information Statement is dated February 28, 2020 and we expect that the Information Statement will be first sent or given to the Common Unitholders on or about February 28, 2020. Therefore, we expect that the Approval will become effective on or about March 19, 2020.

This Notice and the Information Statement shall constitute the notice required by the Third Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”) and the rules of the Securities and Exchange Commission. Capitalized terms used but not defined in this Notice or the Information Statement shall have the meanings ascribed to them in the Partnership Agreement.

Table of Contents

SUMMIT MIDSTREAM PARTNERS, LP

1790 Hughes Landing Blvd, Suite 500
The Woodlands, Texas 77380
(832) 413-4770

The Partnership’s principal executive offices are located at 1790 Hughes Landing Blvd, Suite 500, The Woodlands, Texas 77380, and the Partnership’s telephone number is (832) 413-4770. As previously announced, we are in the process of relocating our corporate headquarters from The Woodlands, Texas to downtown Houston, Texas. As a result, if you would like to obtain additional information from us on or after March 1, 2020, you should submit your written request to us at: Summit Midstream Partners, LP, 910 Louisiana Street, Suite 4200, Houston Texas, 77002.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE A/R PLAN, PASSED UPON THE MERITS OR FAIRNESS OF THE A/R PLAN OR PASSED UPON THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

DISSENTER’S RIGHT OF APPRAISAL

The Common Unitholders are not entitled to dissenters’ rights of appraisal under the Partnership Agreement, the Current Plan, the A/R Plan or applicable Delaware law.

register the additional Common Units to be authorized for grants of awards under the A/R Plan that were not registered pursuant to the registration statement on Form S-8 filed by the Partnership on October 1, 2012 (Registration No. 333-184214), which registered the 5,000,000 Common Units under the Current Plan.

The following description of the A/R Plan is not complete and is qualified by reference to the full text of the A/R Plan, which is attached to this Information Statement as Annex A.

Description of the A/R Plan

The following description is a summary of the principal provisions of the A/R Plan. A copy of the A/R Plan is attached to this Information Statement as Annex A, and you should refer to the A/R Plan for further details of the plan and awards that may be made thereunder. This summary is qualified in its entirety by reference to Annex A.

General. The A/R Plan provides for awards of (i) unit awards, (ii) restricted units, (iii) phantom units, (iv) unit options, (v) unit appreciation rights, (vi) distribution equivalent rights, (vii) profits interest units and (viii) other unit-based awards to employees, directors or consultants providing services for or on behalf of us and our subsidiaries. The A/R Plan is designed to reward employees, consultants or non-employee directors of the Partnership, the General Partner or an affiliate of either. We believe that the A/R Plan will provide an opportunity for participants to acquire or increase their equity interests in us and to provide a means whereby they may develop a sense of proprietorship and personal involvement in our development and financial success, and will strengthen our ability to attract, retain and motivate qualified individuals to serve as employees, consultants or non-employee directors.

Administration. The A/R Plan will be administered by the Board or such other committee of non-employee directors of the Board (each, the “Committee”) as may be appointed to administer the A/R Plan. The Committee may, subject to certain limitations specified in the A/R Plan, delegate to a committee of one or more members of the Board or one or more officers of the General Partner the authority to grant or amend awards or to take other administrative actions.

Subject to the terms of the A/R Plan and applicable law, and in addition to other express powers and authorizations granted to the Committee by the A/R Plan, the Committee will have full power and authority to: (i) designate participants; (ii) determine the type or types of awards to be granted to any participant; (iii) determine the number of Common Units to be covered by awards; (iv) determine the terms and conditions of any award; (v) determine whether, to what extent, and under what circumstances awards may be vested, settled, exercised, canceled, or forfeited; (vi) interpret, construe and administer the A/R Plan and any award agreement or any related instrument or agreement under the A/R Plan; (vii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it deems appropriate for the proper administration of the A/R Plan; and (viii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the A/R Plan.

Eligibility. Any (i) employee of the Partnership, the General Partner or an affiliate of either who performs services for or on behalf of the Partnership, General Partner or an affiliate of either, (ii) independent contractor, other than a member of the Board, who performs services for the benefit of the Partnership, General Partner or an affiliate of either; or (iii) a member of the Board or a board of directors of an affiliate who is not an employee or consultant are eligible to receive awards under the A/R Plan. As of February 19, 2020, approximately 64 individuals, including 5 executive officers, 3 non-employee directors and 56 other employees, were eligible to receive awards under the A/R Plan.

Units Subject to the A/R Plan. The maximum number of Common Units under the A/R Plan with respect to which awards may be granted will be increased from 5,000,000 Common Units under the Current Plan to 15,000,000 Common Units under the A/R Plan, subject to adjustment as described below if there is a change in Common Units, such as a unit split or other transaction that increases (or decreases) the number of Common Units outstanding. Notwithstanding the foregoing, there are no limitations on the number of awards that may be granted under the A/R Plan and are payable solely in cash.

If any award is terminated, cancelled, forfeited or expires for any reason without the actual delivery of Common Units covered by such award or Common Units are withheld from an award to satisfy the employer’s tax withholding obligation with respect to such award, such Common Units will again be available for issuance pursuant to other awards granted under the A/R Plan.

Types of Awards. The A/R Plan provides for awards of (i) unit awards, (ii) restricted units, (iii) phantom units, (iv) unit options, (v) unit appreciation rights, (vi) distribution equivalent rights, (vii) profits interest units and (viii) other unit-based awards to eligible participants. All awards, further described below, are subject to the conditions, limitations, restrictions, vesting and forfeiture provisions determined by the Committee, in its discretion, subject to such limitations that are set forth in the A/R Plan. The number of Common Units subject to any award is also determined by the Committee in its discretion.

Unit Awards. Unit awards, which are awards denominated in Common Units, may be granted under the A/R Plan in such amounts and subject to such conditions as the Committee, in its discretion, may select.

Restricted Units. A restricted unit is a Common Unit granted under the A/R Plan that is subject to forfeiture provisions and restrictions on its transferability. The Committee will determine whether any distributions made by us with respect to the restricted units are payable with respect to, and/or accrue on, such restricted units and, if payable and/or accrued, whether such distributions will be subject to forfeiture and/or other restrictions. If distributions are to be forfeited and/or otherwise restricted, such restrictions (including forfeitures, if any) will be determined in the sole discretion of the Committee.

Phantom Units. A phantom unit is a notional or phantom unit granted under the A/R Plan which upon vesting entitles the holder to receive an amount of cash equal to the Fair Market Value (defined below) of one Common Unit or, in the discretion of the Committee, one Common Unit.

Unit Options. Unit options are rights to purchase a specified number of Common Units at a specified price. The purchase price per Common Unit purchasable under such an option will be determined by the Committee at the time the option is granted, but may not be less than 100% of the Fair Market Value per Common Unit as of the date of grant. The term of each option will be for a period as determined by the Committee, but may not exceed 10 years.

Unit Appreciation Rights. A unit appreciation right or “UAR” is an award that, upon exercise, entitles the holder to receive the excess, or such designated portion of the excess not to exceed 100%, of the Fair Market Value of a Common Unit on the exercise date over the exercise price established for such UAR. Such excess may be paid in cash and/or in Common Units as determined by the Committee in its discretion. The term of each UAR will be for a period as determined by the Committee, but may not exceed 10 years.

Distribution Equivalent Rights. A distribution equivalent right or “DER” is a contingent right to receive an amount of cash equal to all or a designated portion (whether by formula or otherwise) of the cash distributions made by us with respect to a Common Unit during a specified period.

Profits Interest Units. Profits interest units are intended to qualify as “profits interests” under applicable IRS guidance and may be granted under the A/R Plan in such amounts and subject to such conditions as the Committee, in its discretion, may select. Such grants of profits interest units may be made to a participant (i) in the participant’s capacity as a partner of the Partnership, (ii) in anticipation of the participant becoming a partner of the Partnership or (iii) as otherwise determined by the administrator.

Other Unit-Based Awards. Other unit-based awards may be granted under the A/R Plan in such amounts as the Committee, in its discretion, may select. Other unit-based awards may be denominated or payable in, valued in or otherwise based on or related to the Common Units, in whole or in part. The Committee will determine the terms and conditions, if any, of any other unit-based awards. Upon or as soon as reasonably practicable following vesting thereof, other unit-based awards can be settled, as determined by the Committee in its discretion, in cash, Common Units (including restricted units) or any combination of cash, Common Units and restricted units as determined by the Committee, in its discretion.

Fair Market Value. Fair Market Value of a Common Unit means, as of any given date, the closing sales price of a Common Unit on the NYSE, or if Common Units are not listed on the NYSE, the principal national securities exchange or other market in which trading in Common Units occurs, on the applicable date (or if there is no trading in the Common Units on such date, on the next preceding date on which there was trading) as reported in such source as selected by the Committee. In the event Common Units are not publicly traded on a national securities exchange or other market at the time a determination of Fair Market Value is required to be made hereunder, the determination of Fair Market Value will be made in good faith by the Committee.

Limits on Transfer of Awards. Each option and UAR will be exercisable only by the participant during the participant’s lifetime, or by the person to whom the participant’s rights will pass by will or the laws of descent and distribution. No award and no right under any such award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a participant otherwise than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance will be void and unenforceable against us, the General Partner or any affiliate. Notwithstanding the foregoing, to the extent specifically provided by the Committee with respect to an award, an award may be transferred by a participant without consideration to immediate family members or related family trusts, limited partnerships or similar entities or on such terms and conditions as the Committee may from time to time establish.

Change of Control. Upon the occurrence of a change of control and certain other transactions that affect our financial statements, the Committee, in its sole discretion, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the A/R Plan or an outstanding award or mitigate any unfavorable accounting consequences, may: (i) provide for either (a) the termination of any award in exchange for an amount of cash, other property or securities equal to the amount that would have been attained upon the exercise of the award or realization of the participant’s rights or (b) the replacement of the award with or the conversion of the award into cash or other securities with other rights or property selected by the Committee in its sole discretion; (ii) provide that the award be assumed by the successor or survivor entity or be exchanged for similar options, rights or awards with appropriate adjustments as to the number and kind of equity interests and prices; (iii) make adjustments in the number and type of units (or other securities or property) subject to outstanding awards, in the number and kind of outstanding awards or in the terms and conditions of, and the vesting and performance criteria included in, outstanding awards, or both; (iv) provide that such award may vest or be exercisable or payable; and (v) provide that the award cannot be exercised or become payable after such event. The Committee will not make any such adjustments to the extent that such action would cause (a) the application of Section 409A of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) to the award or (b) create adverse tax consequences under Section 409A of the Internal Revenue Code should that section apply to the award.

Amendment and Termination. Except as required by applicable law or the rules of the principal securities exchange on which the Common Units are traded, the Committee may amend, alter, suspend, discontinue, or terminate the A/R Plan in any manner and for any reason, including increasing the number of Common Units available for awards under the A/R Plan, without the consent of any partner, participant, other holder or beneficiary of an award, or other person. The Committee may also, in its discretion, waive any conditions or rights under, amend any terms of, or alter any award theretofore granted, provided no change, other than pursuant to the following paragraph, in any award may materially reduce the benefit to participant without the consent of such participant.

Duration. Once effective, the A/R Plan will continue until the earliest of (i) the A/R Plan’s termination date as established by the Committee, (ii) the 10th anniversary of the effective date of the A/R Plan which is anticipated to be the 10^th anniversary of such date that is on or about March 19, 2020 (or such earlier anniversary, if any, required by the rules of the exchange on which the Common Units are traded), or (iii) the date Common Units are no longer available for delivery pursuant to awards under the A/R Plan. However, unless otherwise expressly provided in the A/R Plan or in an applicable award agreement, any award granted prior to such termination, and the authority of the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such award or to waive any conditions or rights under such award, will extend beyond such termination date.

Tax Effects of Awards under the A/R Plan. The following is a general description of the current federal income tax consequences of awards granted under the A/R Plan.

Unit Awards. The recipient of a unit award will recognize ordinary income upon the receipt of Common Units in satisfaction of the award, in an amount equal to the fair market value of the Common Units received.

Restricted Units. The recipient of a restricted unit award will not recognize income upon the grant of restricted units if such units are subject to a substantial risk of forfeiture for federal income tax purposes. If the recipient makes an election under Section 83(b) of the Internal Revenue Code within 30 days after the transfer of

the restricted units to him or her, he or she will recognize ordinary income in the year of receipt in an amount equal to the excess of the fair market value of the units at the time of transfer over the amount paid, if any, by the recipient for the units. In addition, after the Section 83(b) election, the recipient will be treated as a unitholder for tax purposes.

If the recipient does not make a Section 83(b) election, the recipient will recognize ordinary income when the forfeiture restrictions lapse, in an amount equal to the excess of the fair market value of the Common Units on the date the forfeiture restrictions lapse over the amount paid, if any, for the Common Units. A recipient that does not make a Section 83(b) election will not be treated as a unitholder for tax purposes until the forfeiture restrictions lapse.

Phantom Units. The recipient of a phantom unit award will not recognize income at the time of the award. Upon the payment of cash or transfer of Common Units in satisfaction of the award, the recipient will recognize ordinary income equal to the fair market value of any cash or Common Units received.

Unit Options. There are no federal income tax consequences to optionees upon the grant of an option to purchase Common Units under the A/R Plan. Generally, upon the exercise of an option, the optionee will be treated as receiving compensation taxable as ordinary income in the year of exercise equal to the excess of the fair market value of the Common Units on the date of exercise over the option price paid for the Common Units.

Unit Appreciation Rights. The recipient of a UAR will not recognize income at the time of the award. Upon exercise of a UAR, the recipient will recognize ordinary income equal to the fair market value of any cash or Common Units received.

Distribution Equivalent Rights. The recipient of a DER will not recognize income at the time of the award. Upon a distribution with respect to a DER, the recipient will recognize ordinary income equal to the fair market value of any cash or Common Units received.

A/R Plan Benefits. Because awards under the A/R Plan are granted at the discretion of the Committee, future benefits under the A/R Plan are not currently determinable.

Compensation of Named Executive Officers

The Compensation Committee establishes the target total direct compensation of our executives and administers other benefit programs. The Compensation Committee engages an independent compensation consultant (the “Compensation Consultant”) who provides the Compensation Committee with data, analysis and advice on the structure and level of executive compensation. The Compensation Consultant participates in Compensation Committee meetings and executive sessions of the Compensation Committee meetings as requested. The Compensation Consultant may work with our management on various matters for which the Compensation Committee is responsible. However, the Compensation Committee, not management, directs the activities of the Compensation Consultant. We consider the Compensation Consultant to be independent of the Partnership according to current NYSE listing requirements and Securities and Exchange Commission guidance. BDO USA L.L.P. served as Compensation Consultant until September 2019 when it was replaced by Willis Towers Watson.

Partnership management, in consultation with the Compensation Committee chair and the Compensation Consultant, prepares materials for the Compensation Committee relevant to matters under consideration by the Compensation Committee, including market data provided by the Compensation Consultant and recommendations of our Chief Executive Officer regarding compensation of the other executives. The Compensation Committee works directly with the Compensation Consultant on our Chief Executive Officer’s compensation as required.

Based on market data which we use as a reference, we believe compensation of our NEOs is reasonably competitive with opportunities available to officers holding similar positions at comparable midstream companies. We seek to set compensation levels for each component of total direct compensation based on our assessment of market practices at or near the median. The Compensation Committee adjusts target compensation for each NEO above or below the median, taking into consideration experience, performance, internal equity and other relevant circumstances.

During the Compensation Committee’s annual review of executive compensation, the Compensation Consultant provided the Compensation Committee with an analysis of positions comparable to the NEOs at peer companies. To develop these exhibits, information from peer company public filings was compiled, including public company proxy statements and annual reports on Form 10-K. The peer group used for 2019 executive compensation consisted of publicly traded midstream companies with whom we compete for executive talent.

The peer group comprised the following companies:

The compensation analysis encompassed the primary components of total direct compensation, including annual base salary, annual short-term incentive and long-term incentive awards for the NEOs of these peer group companies. The Compensation Committee considered the information provided to ascertain whether the compensation of our NEOs is aligned with our compensation philosophy and competitive with the compensation for executive officers of the peer group companies. The Compensation Committee reviewed the compensation analysis to confirm that our compensation programs were supporting a competitive total compensation approach that emphasizes incentive-based compensation and appropriately rewards achievement of our objectives. For 2019, the target total direct compensation for the NEOs as set by the Compensation Committee is summarized below. Each element is further discussed in this CD&A.

The primary elements of compensation for the NEOs are base salary, annual incentive compensation and long-term equity-based compensation awards. The NEOs also receive certain retirement, health, welfare and additional benefits.

Base Salary. The base salaries for our NEOs are reviewed annually by the Compensation Committee. Base salaries for our NEOs have generally been set at levels deemed necessary to attract and retain individuals with superior talent.

The base salaries of our NEOs, a portion of which are allocated to and reimbursed by Summit Investments and its affiliates other than us, are set forth in the following table:

Annual Incentive Compensation. We provide an annual incentive bonus (“annual bonus”) to drive the achievement of key business results and to recognize NEOs based on their contributions to those results. The annual bonus plan is a cash-based incentive plan. Incentive amounts are intended to provide total cash compensation near the market range for executive officers in comparable positions when target performance is achieved. Annual bonus compensation levels are set above or below the market range to reflect actual performance results as appropriate when performance is greater or less than expectations. Annual bonus payouts may range from 0% to 200% of the target opportunity and may be adjusted at the discretion of the Compensation Committee.

In March 2019, the Compensation Committee established the 2019 annual bonus plan target opportunities as a percentage of base salary for our NEOs other than Mr. Deneke and Mr. Newby. The 2019 targets for Messrs. Stratton, Degeyter, Graves and Mallett and for Ms. Matthews were 100% of their base salaries. The Compensation Committee played no role in the determination of the 2019 annual bonus plan target opportunities for Mr. Deneke, who did not become an employee until September 16, 2019, or for Mr. Newby, who resigned as President and Chief Executive Officer prior to the Compensation Committee’s annual review and setting of the NEOs’ annual bonus plan target opportunities.

In 2020, quantitative factors, as reflected in the corporate scorecard applicable to the senior leadership team (the “SLT Scorecard”) set the baseline for the annual bonuses for Messrs. Deneke, Stratton, Degeyter and Mallett and for Ms. Matthews, which were subject to further adjustments as explained below. The SLT Scorecard contained four factors which are considered by the Board and management as key indicators of the successful execution of our business plan. Those factors were (i) adjusted EBITDA, (ii) distributable cash flow per unit, (iii) controllable expense metric and (iv) health, safety, environmental and regulatory goals.

The annual bonuses paid to Messrs. Newby and Graves were approved by the Board and determined in accordance with their employment agreements, as further described below.

In February 2020, the Compensation Committee and the Board reviewed the SLT Scorecards for 2019 and determined the level of achievement of each key factor. We exceeded two of our targets: our controllable expense metric and our health, safety, environmental and regulatory goals. We did not meet our adjusted EBITDA target or our distributable cash flow per unit target. These results yielded a calculated SLT Scorecard result of 54% of target.

In addition to corporate results, additional considerations are applied at the discretion of the Chief Executive Officer, the Compensation Committee and the Board that may affect the actual annual bonus earned. Those considerations include judgments regarding overall company performance and business events, performance of each NEO’s respective business unit, industry climate and performance, the market for executive talent, demonstrated leadership capabilities and progress on strategic initiatives. Each NEO’s bonus amount, as reflected below, is adjusted up or down in recognition of these additional considerations.

The Board approved an annual bonus for Mr. Deneke equal to the target bonus set forth in his employment agreement, prorated for the period of time he served as Chief Executive Officer in 2019, or $300,000. Mr. Deneke’s annual bonus payout reflects his demonstrated leadership capabilities for the period of time he was employed by us in 2019 and the fact that he did not serve as Chief Executive Officer for the full year.

Mr. Stratton’s annual bonus payout reflects consideration for the combined performance of the finance and accounting business units. Mr. Stratton was awarded 65% of his target annual bonus in 2019, or $227,500.

Mr. Degeyter’s annual bonus payout reflects consideration for the performance of the legal business unit. Mr. Degeyter was awarded 65% of his target annual bonus in 2019, or $247,000.

Mr. Mallett's annual bonus payout reflects consideration for the combined performance of the engineering, operations and health, safety, environmental and regulatory business units. Mr. Mallett was awarded 65% of his target annual bonus in 2019, or $260,000.

Ms. Matthews’ annual bonus payout reflects consideration for the performance of the administration business unit, including human resources and information technology. Ms. Matthews was awarded 65% of her target annual bonus in 2019, or $195,000.

In connection with their terminations, Messrs. Newby and Graves received prorated annual bonuses for 2019 pursuant to the terms of their employment agreements. Mr. Newby received a prorated annual bonus of $148,389 and Mr. Graves received a prorated annual bonus equal to $400,000.

Only a portion of the annual bonus amounts are allocated to and reimbursed by the Partnership. Under our Partnership Agreement, we reimburse our General Partner and its affiliates for certain expenses incurred on our behalf, including, without limitation, salary, bonus, incentive compensation, and other amounts paid to our General Partner’s employees and executive officers who perform services necessary to run our business. Our Partnership Agreement provides that our General Partner will determine in good faith the expenses that are applicable to us. Based on the foregoing discussion, the annual bonus awards to be paid in March 2020 to our NEOs for 2019 performance are as follows:

Long-Term Equity-Based Compensation Awards. Our General Partner approved the Partnership’s Current Plan pursuant to which eligible officers (including the NEOs), employees, consultants and directors of our General Partner and its affiliates are eligible to receive awards with respect to our equity interests, thereby linking the recipients' compensation directly to the value of the Partnership’s Common Units and enhancing our ability to attract and retain superior talent. The Current Plan provides for the grant, from time to time at the discretion of the Board or Compensation Committee, of unit awards, restricted units, phantom units, unit options, unit appreciation rights, distribution equivalent rights, profits interest units and other unit-based awards.

The Current Plan is designed to promote our interests, as well as the interests of our unitholders, by aligning the interests of our eligible employees (including the NEOs) and directors with those of common unitholders, as well as by strengthening our ability to attract, retain and motivate qualified individuals to serve as directors and employees.

The Current Plan award guidelines for NEOs are designed to attract, retain and motivate the NEOs and were determined using the Compensation Consultant's analysis for individuals in comparable positions and an analysis of the scope of their roles and duties. These guidelines set an annual equity award target in the amount of 150% of base salary for Messrs. Stratton, Degeyter, Graves and Mallett, and for Ms. Matthews. Pursuant to his employment agreement, Mr. Deneke’s target equity award for 2019 was 275% of his base salary. Mr. Newby was not granted an LTIP award in 2019.

Although a grant under the Current Plan is usually granted once per fiscal year, on or about March 15th, in 2019 there were three separate equity grants, described below:

March 2019 Equity Grants. Effective March 15, 2019, based on the recommendation of the Compensation Committee, the Board approved a grant of phantom units to Messrs. Stratton, Degeyter, Graves and Mallet and to Ms. Matthews. The underlying phantom units vest ratably over a three-year period. Holders of phantom units are entitled to distribution equivalent rights for each phantom unit, providing for a lump sum payment equal to the accrued distributions from the grant date of the phantom units to be paid in cash upon the vesting date. The Compensation Committee selected equity awards that vest contingent on continued service to foster increased unit ownership by the NEOs and as a retention incentive for continued employment with the Partnership.

September 16, 2019 Equity Grant to Mr. Deneke. As an inducement to accept the position of President and Chief Executive Officer of the Company, on September 16, 2019 Mr. Deneke received a one-time grant of phantom units valued at $4,000,000, pursuant to a standalone phantom unit award agreement (the “Award Agreement”). Subject to the terms and conditions of the Award Agreement, the underlying phantom units will vest ratably over a three-year period, and are entitled to distribution equivalent rights for each phantom unit, providing for a lump sum payment equal to the accrued distributions from the grant date of the phantom units to be paid in cash upon the vesting date.

November 15, 2019 “Off-Cycle” Equity Grants to Certain NEOs. On November 15, 2019, as a retention incentive for continued employment with the Partnership, Messrs. Degeyter, Stratton, and Mallett, and Ms. Matthews received an additional grant of 50,000 phantom units with a fair market value of $193,500. The phantom units will “cliff vest” on November 15, 2022, subject to continued employment and accelerated vesting as provided in the applicable award agreement.

All grants under the Current Plan to our NEOs are subject to accelerated vesting on the occurrence of any of the following events: (i) a termination of the NEO's employment other than for cause, (ii) a termination of the NEO's employment by the officer for good reason (as defined in the NEO's employment agreement), (iii) a termination of the NEO's employment by reason of the NEO's death or disability or (iv) a Change in Control (as defined in the applicable award agreement).

To calculate the number of phantom units granted to each eligible NEO in March 2019, the Compensation Committee determined the dollar amount of the long-term incentive compensation award, and then granted the number of phantom units that had a fair market value equal to that amount as of market close on the date of the grant. The same calculation was performed with respect to the September 16, 2019 grant to Mr. Deneke except the dollar amount was determined by Partnership management. With respect to the November 15, 2019 grant to certain NEOs, Partnership management determined the number of phantom units to be granted. Phantom unit awards granted in 2019 were as follows:

Retirement, Health and Welfare and Additional Benefits. The NEOs are eligible to participate in such employee benefit plans and programs as we offer to our employees, subject to the terms and eligibility requirements of those plans.

401(k) Plan. The NEOs are eligible to participate in a tax qualified 401(k) defined contribution plan to the same extent as all of our other employees. In 2019, we made a fully vested matching contribution on behalf of each of the 401(k) plan's participants up to 5% of such participant’s eligible salary for the year.

Health Savings Account (“HSA”) Program. The NEOs are eligible to participate in a tax qualified health savings account (“HSA”) if they are enrolled in the available high-deductible health plan. The HSA is a tax-free savings account owned by an individual and can be used to pay for current or future qualified medical expenses. Participants determine how much to contribute, when and how to spend the money on eligible medical expenses, and how to invest the balance. The balance remains in the account and is not subject to forfeiture. The Partnership makes annual contributions to all HSA-eligible employees who enroll in and contribute to an HSA. In 2019, Summit Investments made tax-free HSA contributions of $1,680 to Mr. Graves, $1,575 to Mr. Stratton and $1,995 to Ms. Matthews.

Deferred Compensation Plan. Effective July 1, 2013, the Board approved a Deferred Compensation Plan (the “DCP”), which is a defined contribution supplemental executive retirement plan established to attract and retain key employees and directors by providing participants with an opportunity to defer receipt of a portion of their salary, bonus and other specified compensation. The DCP is an unfunded, nonqualified plan that provides each participant in the plan with benefits based on the participant’s notional account balance at the time of retirement or termination. Each participant allocates deferrals among designated mutual fund investments to serve as indices for the purpose of determining notional investment gains and losses to each participant’s account.

Deferrals of grants under the Current Plan and other equity-based awards are allocated to the Summit Midstream Partners, LP Unit Fund (the “Unit Fund”). The Unit Fund consists of notional common units in the Partnership, with each unit approximating the value of one Common Unit of the Partnership. The distribution equivalent rights associated with any grant under the Current Plan may be allocated to any available investment option, other than the Unit Fund.

The DCP is filed as Exhibit 4.3 to the Partnership’s Form S-8 Registration Statement dated June 28, 2013.

Additional Benefits. Pursuant to the terms of their employment agreements:

Expenditures for these benefits are included as “All Other Compensation” in the Summary Compensation Table and further described in the table entitled “All Other Compensation” below.

Employment and Severance Arrangements.

Employment Agreements. Our NEOs each have employment agreements with Summit Investments. Elements of the NEOs’ total direct compensation are subject to periodic review and may be adjusted accordingly by the Compensation Committee.

Mr. Deneke’s employment agreement, which has an effective date of September 16, 2019, has an initial term that expires on September 16, 2021, and is then automatically extended for successive one-year periods, unless either party gives notice of non-extension to the other no later than 30 days prior to the expiration of the then-applicable term. Mr. Deneke’s employment agreement provides for an annual base salary of $600,000, and a performance-based bonus ranging from 0% to 300% of base salary, with a target of 150% of base salary. Mr. Deneke is entitled to receive a prorated annual bonus (based on target) if his employment is terminated by Mr. Deneke with good reason, or by Summit Investments without cause or as a result of a non-extension of the term, or due to death or disability. In addition, Mr. Deneke’s employment agreement also provides for reimbursement of certain business expenses incurred in connection with his employment, including company-paid tax preparation and advisory services of up to $12,000 per year and YPO membership dues of up to $15,000 per year.

Mr. Deneke’s employment agreement provides for a cash severance payment upon a termination resulting from a non-extension of the term by Summit Investments, by Summit Investments without cause or by Mr. Deneke for good reason, which is defined generally as the officer's termination of employment within two years after the occurrence of (i) a material diminution in Mr. Deneke’s authority, duties or responsibilities, (ii) a material diminution in the aggregated total of Mr. Deneke’s base salary, target bonus (as a percentage of base salary) or Annual LTIP Target (as that term is defined in the agreement), (iii) a material change in the geographic location at which Mr. Deneke must perform his services under the agreement, (iv) a change in Mr. Deneke’s reporting relationship resulting in Mr. Deneke no longer reporting directly to the Board of Directors of Summit Investments or the General Partner, or (v) any other action or inaction that constitutes a material breach of the employment agreement by Summit Investments (each a “Qualifying Termination”). In the event of a Qualifying Termination, Mr. Deneke’s severance payment will be equal to two and one-half times the sum of his annual base salary and the higher of his target annual bonus payable in respect of the immediately preceding year and the annual bonus actually paid to him in respect of that year.

Following any termination of employment other than one resulting from non-extension of the term, his employment agreement provides that Mr. Deneke will be subject to a post-termination non-competition covenant through the severance period, and, following any termination of employment, Mr. Deneke will be subject to a one-year post-termination non-solicitation covenant. If Mr. Deneke’s employment terminates as a result of a non-extension of the term, Summit Investments may choose to subject him to a non-competition covenant for up to one year post-termination. If Summit Investments exercises this “noncompete option” following a non-extension of term by Mr. Deneke, then Mr. Deneke would be entitled to a severance payment in an amount equal to two and one-half times the sum of his annual base salary and the higher of his target annual bonus payable in respect of the immediately preceding year and the annual bonus actually paid to him in respect of that year, multiplied by a fraction, the numerator of which is equal to the number of days from the date of termination through the expiration of the restricted period (as elected by Summit Investments) and the denominator of which is 365. In this case, the severance payment will be payable in equal installments over the restricted period. Following any termination of employment, Summit Investments has agreed to pay the out-of-pocket premium cost to continue Mr. Deneke’s medical and dental coverage for a period not to exceed 18 months, with such coverage terminating if any new employer provides benefits coverage.

Mr. Deneke’s employment agreement also provides that all equity awards granted to him under the LTIP and held by him as of immediately prior to a change in control of Summit Investments will become fully vested immediately prior to the change in control.

Mr. Deneke’s employment agreement provides that, if any portion of the payments or benefits provided to Mr. Deneke would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code, then the payments and benefits will be reduced if such reduction would result in a greater after-tax payment to Mr. Deneke.

Additionally, as an inducement to accept the position of President and Chief Executive Officer of Summit Investments, at the beginning of his employment term, Mr. Deneke received a one-time grant of phantom units

valued at $4,000,000, pursuant to the Award Agreement. Subject to the terms and conditions of the Award Agreement, the underlying phantom units will vest ratably over a three-year period, and are entitled to distribution equivalent rights for each phantom unit, providing for a lump sum payment equal to the accrued distributions from the grant date of the phantom units to be paid in cash upon the vesting date. Furthermore, the phantom units will be subject to accelerated vesting on the occurrence of any of the following events: (i) a termination of Mr. Deneke’s employment other than for cause, (ii) a termination of employment by Mr. Deneke for good reason (as that term is defined in Mr. Deneke’s employment agreement), (iii) a termination of Mr. Deneke’s employment by reason of death or disability or (iv) a Change in Control (as defined in the Award Agreement).

The remaining NEOs’ employment agreements (other than Mr. Newby’s) are substantially the same as Mr. Deneke’s, except for the following:

Mr. Newby’s employment agreement is substantially similar to Mr. Deneke’s except for the following:

Pursuant to his employment agreement, Mr. Newby was paid a cash severance payment upon his termination effective February 28, 2019, which was a “Qualifying Termination” under his employment agreement. In addition, Mr. Newby’s outstanding equity awards vested upon his termination.

The agreements provide for a cash payment “Retention Bonus” upon the earlier of a termination without cause or a change in control (as those terms are defined in the executive’s employment agreement). The agreements terminate if the executive officer continues to be employed and a change in control has not occurred on or prior to December 31, 2020, provided that the termination date may be extended to December 31, 2021.

Risk Assessment Relative to Compensation Programs. The Compensation Committee manages risk as it relates to our compensation plans, programs and structure (collectively, our “compensation practices”). The Compensation Committee meets with management to review whether any aspect of our compensation practices creates incentives for our employees to take inappropriate risks that could materially adversely affect the Partnership. Accordingly, we believe that the compensation practices for our NEOs and other employees are appropriately structured and do not pose a material risk to the Partnership. We believe these compensation practices are designed and implemented in a manner that does not promote excessive risk-taking that could damage the value of the Partnership or provide compensatory rewards for inappropriate decisions or behavior.

Compensation Committee Report. The Compensation Committee has reviewed and discussed this CD&A with our management and, based on such review and discussion, has recommended to the Board that the CD&A be included in the Annual Report on Form 10-K.

Summary Compensation Table for 2019, 2018 and 2017

The following table sets forth certain information with respect to the compensation paid to our NEOs for the years ended December 31, 2019, 2018 and 2017 and allocated to us by our General Partner. Under the terms of our Partnership Agreement, our General Partner determines the portion of the NEOs' compensation that is allocated to us. Under our Partnership Agreement, we reimburse our General Partner and its affiliates for certain expenses incurred on our behalf, including, without limitation, salary, bonus, incentive compensation and other amounts paid to our General Partner’s employees and executive officers who perform services necessary to run our business. Our Partnership Agreement provides that our General Partner will determine in good faith the expenses that are allocable to us.

Pay Ratio Disclosure

The following is a reasonable estimate, prepared under applicable Securities and Exchange Commission rules, of the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of our other employees. Although we previously identified our median employee on December 29, 2017, due to a change in our employee population that we reasonably believe would result in a significant change to our pay ratio disclosure, we identified a new median employee in 2019. For 2019, we determined our median employee by ranking our employees (other than the Chief Executive Officer) employed as of December 31, 2019 (the “determination date”) by the sum of each employee’s annualized base salary, his or her actual cash bonus received in 2019 for 2018 performance, and his or her actual overtime pay received in 2019. In annualizing each employee’s base salary, we used each employee’s base salary rate as of the determination date. We made no full-time equivalent adjustment for any employee, we had no temporary or seasonal workers as of the determination date, and we made no cost-of-living adjustments. The annual total compensation of our median employee (other than the Chief Executive Officer) for 2019 was $91,403. To determine the annual total compensation of our Chief Executive Officer for purposes of this disclosure, we chose the person who was serving as Chief Executive Officer as of the determination date and used the total compensation he received in 2019 as set forth in the Summary Compensation Table above except that we annualized his compensation. Accordingly, for purposes of this disclosure, we determined that the Chief Executive Officer’s annual total compensation for 2019 that was allocated to us by our General Partner was $5,235,055. Based on the foregoing, our estimate of the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all other employees was 57.3 to 1. Given the different methodologies that various public companies will use to determine an estimated pay ratio, our estimated pay ratio should not be used as a basis for comparison with ratios disclosed by other companies.

All Other Compensation. The following table sets forth information concerning all other compensation paid to our NEOs in fiscal 2019 and allocated to us by our General Partner.

Grants of Plan-Based Awards in 2019. The following table sets forth information concerning annual incentive awards and phantom unit awards granted to our NEOs in fiscal 2019.

Narrative Disclosure to the Summary Compensation Table and Grants of the Plan-Based Awards Table. A description of material factors necessary to understand the information disclosed in the tables above with respect to salaries, bonuses, equity awards, non-equity incentive plan compensation and all other compensation can be found in the CD&A that precedes these tables.

Outstanding Equity Awards at December 31, 2019. The following table presents information regarding the outstanding equity awards held by our NEOs at December 31, 2019.

Phantom Units Vested. The following table represents information regarding the vesting of phantom units during the year ended December 31, 2019 with respect to our NEOs.

Pension Benefits. Currently, our General Partner does not sponsor or maintain a pension or defined benefit program for our NEOs. This policy may change in the future.

Nonqualified Deferred Compensation Table for 2019. The following table represents information regarding the nonqualified deferred compensation of our NEOs for the year ended December 31, 2019.

Potential Payments upon Termination or Change in Control. The following table sets forth information concerning potential amounts payable to the NEOs upon termination of employment under various circumstances, and upon a change in control, if such event took place on December 31, 2019.

The following table shows the compensation paid, including amounts deferred, under our director compensation plan in 2019.

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON

Eligible officers, employees, consultants and members of the Board, in each case of (i) the General Partner and (ii) the General Partner’s affiliates, are entitled to receive awards under the Current Plan and would be eligible to receive awards under the A/R Plan. The tables above under “Outstanding Equity Awards at December 31, 2019” provide information concerning all outstanding equity awards made to such individuals as of December 31, 2019. The number of Common Units that are contemplated to be authorized under the A/R Plan for future grants, from time to time, of unit-based awards, including Common Units, restricted units, phantom units, unit options, unit appreciation rights, distribution equivalent rights, profits interest units and other unit-based awards, is 15,000,000. The Current Plan authorizes 5,000,000 Common Units for such awards, but as of February 19, 2020 only 1,281,034 Common Units remained available for grants of awards under the Current Plan. Consequently, the A/R Plan will result in an increase the number of authorized Common Units by 10,000,000 Common Units relative to the number of Common Units that were authorized under the Current Plan. Additionally, the A/R Plan would extend the term of the Current Plan such that the A/R Plan would expire ten years from the effective date thereof. Accordingly, such individuals entitled to receive such awards under the A/R Plan have a substantial interest in the Approval becoming effective.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our Common Units of:

All information with respect to beneficial ownership has been furnished by the respective directors, officers or 5% or more unitholders as the case may be. The amounts and percentage of units beneficially owned are reported on the basis of regulations of the Securities and Exchange Commission governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security.

In computing the number of Common Units beneficially owned by a person and the percentage ownership of that person, Common Units that a person has the right to acquire upon the vesting of phantom units where the units are issuable within 60 days of February 18, 2020, if any, are deemed Outstanding, but are not deemed Outstanding for computing the percentage ownership of any other person. The percentage of units beneficially owned is based on a total of 93,613,194 Outstanding Common Units as of February 18, 2020.

Except as indicated by footnote, the persons named in the following table have sole voting and investment power with respect to all units shown as beneficially owned by them, subject to community property laws where applicable.

the General Partner of each of the ECP Funds that holds membership interests in Summit Investments and has voting and investment control over the securities held thereby. Accordingly, ECP may be deemed to indirectly beneficially own all of the Common Units held by Summit Investments and SMP Holdings as of February 18, 2020. If ECP consummates a transaction involving a sale or other disposition of its interests in Summit Investments, the transaction would result in a change of control of the Partnership because Summit Investments indirectly owns and controls our General Partner.

MISCELLANEOUS

Voting Procedures

Pursuant to Delaware limited partnership law and the Partnership Agreement, the affirmative vote or consent of the Common Unitholders of a majority of our Outstanding Common Units is sufficient to adopt the A/R Plan, which vote was obtained through the written consent of the Consenting Majority Common Unitholders as the record owners of a majority of the Outstanding Common Units. Under the terms of the Partnership Agreement, the Series A Preferred Units do not have any voting rights with respect to the A/R Plan and accordingly the holders of the Series A Preferred Units were not and are not entitled to vote such Series A Preferred Units on the approval of the A/R Plan. Accordingly, no other votes are necessary to adopt the A/R Plan and your approval is neither required nor requested.

Where You Can Find Additional Information

Our internet address is www.summitmidstream.com. We electronically file or furnish annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to such reports pursuant to Section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission. You can obtain this information without charge from the Securities and Exchange Commission’s website at www.sec.gov or upon written or oral request to:

Summit Midstream Partners, LP
1790 Hughes Landing Blvd, Suite 500
The Woodlands, Texas 77380
(832) 413-4770

As previously announced, we are in the process of relocating our corporate headquarters from The Woodlands, Texas to downtown Houston, Texas. As a result, if you would like to obtain additional information from us on or after March 1, 2020, you should submit your written request to us at: Summit Midstream Partners, LP, 910 Louisiana Street, Suite 4200, Houston Texas, 77002.

Other Business

The General Partner knows of no matters other than those described in this Information Statement that have been approved or considered by the Common Unitholders of a majority of the Common Units.

Common Unitholders Sharing an Address

We will deliver only one copy of this Information Statement to multiple Common Unitholders sharing an address unless we have received contrary instructions from one or more of the Common Unitholders. Furthermore, we undertake to deliver promptly, upon written or oral request, a separate copy of this Information Statement to a Common Unitholder at a shared address to which a single copy of this Information Statement is delivered. A Common Unitholder can notify us that the Common Unitholder wishes to receive a separate copy of this Information Statement by contacting us at: Summit Midstream Partners, LP, 1790 Hughes Landing Blvd, Suite 500, The Woodlands, Texas 77380, or if on or after March 1, 2020, at: Summit Midstream Partners, LP, 910 Louisiana Street, Suite 4200, Houston Texas, 77002, or by calling (832) 413-4770. Conversely, if multiple Common Unitholders sharing an address receive multiple Information Statements and wish to receive only one, such Common Unitholders can notify us at the address or phone number set forth above.

ANNEX A

SUMMIT MIDSTREAM PARTNERS, LP
2012 LONG-TERM INCENTIVE PLAN

(As Amended and Restated on March 19, 2020)

SECTION 1.   Background of the Plan.

The Summit Midstream Partners, LP 2012 Long-Term Incentive Plan (the “Plan”), originally adopted on August 15, 2012, is hereby amended and restated as follows, as of March 19, 2020 (the “Effective Date”), by Summit Midstream GP, LLC, a Delaware limited liability company (the “Company”), the general partner of Summit Midstream Partners, LP, a Delaware limited partnership (the “Partnership”).

SECTION 2.   Purpose of the Plan.

The Plan is intended to promote the interests of the Partnership, the Company and their Affiliates by providing incentive compensation awards denominated in, or based on, Units to Employees, Consultants and Directors to encourage superior performance. The Plan is also intended to enhance the ability of the Partnership, the Company and their Affiliates to attract and retain the services of individuals who are essential for the growth and profitability of the Partnership, the Company and their Affiliates and to encourage them to devote their best efforts to advancing the business of the Partnership, the Company and their Affiliates.

SECTION 3.   Definitions.

As used in the Plan, the following terms shall have the meanings set forth below:

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“ASC Topic 718” means Accounting Standards Codification Topic 718, Compensation – Stock Compensation, or any successor accounting standard.

“Award” means an Option, Restricted Unit, Phantom Unit, DER, Substitute Award, Unit Appreciation Right, Unit Award or Profits Interest Unit granted under the Plan.

“Award Agreement” means the written or electronic agreement by which an Award shall be evidenced.

“Board” means the board of directors or board of managers, as the case may be, of the Company.

“Cause” means, unless otherwise set forth in an Award Agreement or other written agreement between the applicable Participant and the Company, Partnership or any of their Affiliates (as in effect on the date the applicable Award is granted to such Participant), a finding by the Committee, before or after the Participant’s termination of Service, of: (i) any material failure by the Participant to perform the Participant’s duties and responsibilities under any written agreement between the Participant and the Company, Partnership or any of their Affiliates; (ii) any act of fraud, embezzlement, theft or misappropriation by the Participant relating to the Company, the Partnership or any of their Affiliates; (iii) the Participant’s commission of a felony or a crime involving moral turpitude; (iv) any gross negligence or intentional misconduct on the part of the Participant in the conduct of the Participant’s duties and responsibilities with the Company, the Partnership or any of their Affiliates or which adversely affects the image, reputation or business of the Company, the Partnership or their Affiliates; or (v) any material breach by the Participant of any agreement between the Company, Partnership or any of their Affiliates, on the one hand, and the Participant on the other. The findings and decision of the Committee with respect to such matter, including those regarding the acts of the Participant and the impact thereof, will be final for all purposes.

“Change in Control” means, and shall be deemed to have occurred upon one or more of the following events:

(i)   any “person” or “group” within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act, other than the Company or an Affiliate of the Company (as determined immediately prior to such event), shall become the beneficial owner, by way of merger, acquisition, consolidation, recapitalization, reorganization or otherwise, of 50% or more of the combined voting power of the equity interests in the Company or the Partnership;

(ii)   the limited partners of the Partnership approve, in one or a series of transactions, a plan of complete liquidation of the Partnership;

(iii)   the sale or other disposition by either the Company or the Partnership of all or substantially all of its assets in one or more transactions to any Person other than the Company, the Partnership or an Affiliate of the Company or the Partnership; or

(iv)   a transaction resulting in a Person other than the Company or an Affiliate of the Company (as determined immediately prior to such event) being the sole general partner of the Partnership.

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award which provides for the deferral of compensation and is subject to Section 409A, then, to the extent required to comply with Section 409A, the transaction or event described in subsection (i), (ii), (iii) or (iv) above with respect to such Award must also constitute a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5), and as relates to the holder of such Award, to the extent required to comply with Section 409A.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means the Board, except that it shall mean such committee of the Board as is appointed by the Board to administer the Plan, or as necessary to comply with applicable legal requirements or listing standards.

“Consultant” means an individual who renders consulting services to the Company, the Partnership or any of their Affiliates.

“DER” means a distribution equivalent right, representing a contingent right to receive an amount in cash, Units, Restricted Units and/or Phantom Units equal in value to the distributions made by the Partnership with respect to a Unit during the period such Award is outstanding.

“Director” means a member of the board of directors or board of managers, as the case may be, of the Company, the Partnership or any of their Affiliates who is not an Employee or a Consultant (other than in that individual’s capacity as a Director).

“Disability” means, unless otherwise set forth in an Award Agreement or other written agreement between the applicable Participant and the Company, Partnership or any of their Affiliates (as in effect on the date the applicable Award is granted to such Participant), as determined by the Committee in its discretion exercised in good faith, a physical or mental condition of a Participant that would entitle him or her to payment of disability income payments under the Company’s, the Partnership’s or one of their Affiliates’ long-term disability insurance policy or plan, as applicable, for employees as then in effect; or in the event that a Participant is not covered, for whatever reason, under any such long-term disability insurance policy or plan for employees of the Company, the Partnership, or one of their Affiliates or the Company, the Partnership or one of their Affiliates does not maintain such a long-term disability insurance policy, “Disability” means a total and permanent disability within the meaning of Section 22(e)(3) of the Code; provided, however, that if a Disability constitutes a payment event with respect to any Award which provides for the deferral of compensation and is subject to Section 409A, then, to the extent required to comply with Section 409A, the Participant must also be considered “disabled” within the meaning of Section 409A(a)(2)(C) of the Code. A determination of Disability may be made by a physician selected or approved by the Committee and, in this respect, Participants shall submit to an examination by such physician upon request by the Committee.

“Employee” means an employee of the Company, the Partnership or any of their Affiliates.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fair Market Value” means, as of any given date, the closing sales price on such date during normal trading hours (or, if there are no reported sales on such date, on the last date prior to such date on which there were sales) of the Units on the New York Stock Exchange or, if not listed on such exchange, on any other national securities exchange on which the Units are listed or on an inter-dealer quotation system, in any case, as reported in such source as the Committee shall select. If there is no regular public trading market for the Units, the Fair Market Value of the Units shall be determined by the Committee in good faith and, to the extent applicable, in compliance with the requirements of Section 409A.

“Option” means an option to purchase Units granted pursuant to Section 7(a) of the Plan.

“Other Unit-Based Award” means an award granted pursuant to Section 7(f) of the Plan.