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8-K - FORM 8-K - SUBURBAN PROPANE PARTNERS LP | c00623e8vk.htm |
EX-99.2 - EXHIBIT 99.2 - SUBURBAN PROPANE PARTNERS LP | c00623exv99w2.htm |
Exhibit 99.1
Suburban Propane Partners, L.P.
Equity Holding Policy for Supervisors and Executives
Equity Holding Policy for Supervisors and Executives
Suburban Propane Partners, L.P., and its affiliates, collectively referred to herein as the
Partnership, partially compensates its Supervisors and Executives with equity-based awards under
the Partnerships Restricted Unit Plans (collectively referred to herein as the RUP). Utilizing
equity as an integral component of its compensation program is an expression of the Partnerships
goal of aligning its Supervisors and its Executives economic interests with those of its Common
Unitholders. In accord with this goal, Supervisors and Executives are expected to maintain a
significant long-term equity interest in the Partnership. This Equity Holding Policy establishes
the guidelines for the levels of equity Holdings (as defined below) that Supervisors and Executives
are expected to maintain.
1. Effective Date: The effective date of this policy is April 22, 2010. The first Measurement
Date (as defined below) shall be January 3, 2011.
2. Covered Individuals. The following individuals are covered by this Equity Holding Policy: the
Partnerships Supervisors, Chief Executive Officer, President, Chief Operating Officer, Chief
Financial Officer, any employee serving as a Managing Director, Assistant Vice President, Vice
President, Senior Vice President or Executive Vice President, and any person hereafter holding a
position with equivalent responsibilities to one or more of the foregoing positions, regardless of
how designated.
3. General Rule. During the period that a Covered Individual is employed by the Partnership (or
serves on its Board of Supervisors), that Covered Individual is required to maintain Holdings in
the Partnership with a Value (calculated as defined below) equal to the following multiple of base
salary, as applicable:
Position | Amount | |
Member of the Board of Supervisors
|
2 x Annual Fee | |
Chief Executive Officer
|
5 x Base Salary | |
President
|
5 x Base Salary | |
Chief Operating Officer
|
3 x Base Salary | |
Chief Financial Officer
|
3 x Base Salary | |
Executive Vice President
|
3 x Base Salary | |
Senior Vice President
|
2.5 x Base Salary | |
Vice President
|
1.5 x Base Salary | |
Assistant Vice President
|
1 x Base Salary | |
Managing Director
|
1 x Base Salary |
If a Covered Individual holds more than one position in the above table, he or she need only comply
with the Holding requirement of the position with the highest applicable multiple.
4. Value. In order to calculate the Value of a Covered Individuals Holdings, the total number of
units in the Covered Individuals Holdings as of the Measurement Date shall be multiplied by the
per-unit value as of that Measurement Date. The per-unit value shall be defined as the average of
the Partnerships Common Unit closing prices for the twenty business days preceding the Measurement
Date.
5. Holdings. The Holdings of a Covered Individual include all of the following:
I. | Common Units owned outright (whether certificated, book-entry, or held in street name), including shares owned jointly with a spouse (including domestic partners under state law). | ||
II. | Common Units owned (whether certificated, book-entry, or held in street name) separately by a spouse (including domestic partners under state law) and/or children under the age of 21 that share the Covered Individuals household. | ||
III. | Common Units held in the Covered Individuals individual retirement account. | ||
IV. | Common Units held in a private foundation or charitable trust, in each case established by the Covered Individual and where the Covered Individual serves as a trustee or director. | ||
V. | Unvested RUP grants held by the Covered Individual. |
Compliance with this Equity Holding Policy will be measured annually on the first business day
following January 1st of each year (the Measurement Date). As soon as practical
following each Measurement Date, the CEO will report on the status of compliance with this policy
by all Covered Individuals to the Compensation Committee of the Board at its next meeting.
6. Time to Comply. Current Supervisors and Executives who are Covered Individuals on the Effective
Date of this policy shall be in compliance with this policy as soon as practical but no later than
the first Measurement Date provided for above. Newly elected Supervisors, new hires who become
Covered Individuals upon commencement of their employment with the Partnership, and persons
promoted to a position which makes them Covered Individuals (or which increases their applicable
multiple pursuant to the table in Paragraph 3 above) shall be in compliance with this policy as
soon as practical but no later than the Measurement Date next following the second anniversary of
the date upon which such Covered Individual became subject to this policy. If a Supervisors fees
are increased, or if an Executive receives a base salary increase, such Covered Individuals shall
adjust their equity holding levels accordingly by the Measurement Date next following the sixth
month anniversary of the effective date of such increase. Covered Individuals are expected to make
steady progress towards meeting the applicable Holdings requirement throughout the periods referred
to above.
7. Impact of Falling Below the Equity Holdings Guidelines. If on any Measurement Date it is
determined that a Covered Individuals Holdings have fallen below the applicable Value level
specified above, that Covered Individual will have until the next Measurement Date to cure the
deficiency. While the deficiency remains, that Covered Individual is not permitted to sell or
transfer Partnership Common Units. If the deficiency has not been cured by the next Measurement
Date, the Compensation Committee of the Board will take such actions as the Committee believes
appropriate, in its discretion.
8. Exceptions. Other than for situations deemed to be hardship cases by the Compensation Committee
of the Board or a significant drop in the trading price of the Partnerships Common Units as
described below, there will be no exceptions to this policy. Hardship cases include those
situations in which compliance with this policy would place a severe financial hardship on a
Covered Individual or prevent a Covered Individual from complying with a court order, such as in
the case of a divorce settlement. Once the Committee determines that a hardship case exists, the
Covered Individual will work with the Partnerships Senior Vice President (or other person
designated by the Committee) to develop an alternative equity holding policy that reflects the
intention of the equity ownership guidelines contained herein, taking into account the hardship
situation. Additionally, under circumstances in which the trading price of the Partnerships Common
Units has dropped by more than 50% between one Measurement Date and the next for reasons beyond the
Partnerships reasonable control, the Senior Vice President (or other person designated by the
Committee) will develop an alternative equity holding policy for all Covered Individuals. Any
alternative equity holding policy proposed under this paragraph shall be subject to the approval of
the Compensation Committee of the Board.
9. SEC Compliance. These guidelines do not replace any of the other applicable policies or rules
for compliance with U.S. securities laws.
10. Amendment. The Compensation Committee of the Board shall administer, and may amend, this policy
and grant hardship exceptions at its discretion.