Attached files
| file | filename |
|---|---|
| EX-10.2 - EXHIBIT 10.2 - PAR PACIFIC HOLDINGS, INC. | a2017-2x23102parrxseveranc.htm |
| EX-10.1 - EXHIBIT 10.1 - PAR PACIFIC HOLDINGS, INC. | ex101parr-nonxqualifieddef.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 6, 2017
Par Pacific Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 1-36550 | 84-1060803 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
800 Gessner Road, Suite 875 Houston, Texas | 77024 | |
(Address of principal executive offices) | (Zip Code) | |
(281) 899-4800
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 28, 2017, the Board of Directors (the “Board”) of Par Pacific Holdings, Inc. (the “Company”), upon the recommendation of the Compensation Committee, approved the adoption of the Par Pacific Holdings, Inc. Non-Qualified Deferred Compensation Plan (the “Deferred Compensation Plan”) and the Par Pacific Holdings, Inc. Severance Plan for Senior Officers (the “Severance Plan”). The effective date of the Deferred Compensation Plan and the Severance Plan is March 7, 2017. The following description of the Deferred Compensation Plan and the Severance Plan does not purport to be complete and is qualified in its entirety by Exhibits 10.1, and 10.2, respectively.
The Deferred Compensation Plan is intended to be a nonqualified deferred compensation plan that complies with the provisions of Section 409A of the Internal Revenue Code (the “Code). The Deferred Compensation Plan provides a select group of senior management employees and directors who are not employees of the Company with the opportunity to defer the receipt of certain cash compensation. The obligations of the Company under the Deferred Compensation Plan will be general unsecured obligations of the Company to pay deferred compensation in the future to eligible participants in accordance with the terms of the Deferred Compensation Plan from the general assets of the Company.
Each participant may elect to defer under the Deferred Compensation Plan a portion of his or her cash compensation that may otherwise be payable in a calendar year. A participant’s compensation deferrals are credited to the participant’s bookkeeping account maintained under the Deferred Compensation Plan. With certain exceptions, deferred compensation obligations will be paid upon: (1) a fixed payment date, as elected by a participant; (2) a participant’s separation from service with the Company; (3) the date of the participant’s death; or (4) the date on which a change in control occurs, as defined by the Deferred Compensation Plan. Payments under the Deferred Compensation Plan shall be made in the form of a cash lump sum.
The Severance Plan is designed to provide certain severance benefits to certain specified executive officers of the Company. Such severance benefits are generally available if such executive is discharged without cause or the executive submits a resignation for a good reason, as defined in the Severance Plan (each, a “Qualifying Termination”). In the event of a Qualifying Termination and subject to the executive’s execution of a general release of liability against the Company, the Severance Plan provides the following payments and benefits to the executive officer:
• | Payment of one (1) year’s base annual compensation at the time of the executive’s discharge for a Qualifying Termination; and |
• | Payment of the average annual bonus paid to the executive over the three years prior to the executive’s discharge for a Qualifying Termination |
In addition, in the event of a Qualifying Termination during the 24-month period following a change in control, as defined in the Severance Plan, and subject to the applicable participant’s execution of a general release of liability against the Company, the Severance Plan provides the following payments and benefits to such executive officers instead of the payments set forth above:
• | Payment of twenty-four (24) months of base annual compensation in effect at the time of such executive’s discharge for a Qualifying Termination in the case of the Chief Executive Officer of the Company, or eighteen (18) months of base annual compensation in effect at the time of such executive’s discharge for a Qualifying Termination in the case of any other executive; |
• | Payment of the average annual bonus paid to the executive over the three years prior to the executive’s discharge for a Qualifying Event; and |
• | Accelerated vesting of the executive’s outstanding unvested equity awards. |
Item 9.01 Financial Statements and Exhibits. 10.1 Par Pacific Holdings, Inc. Non-Qualified Deferred Compensation Plan 10.2 Par Pacific Holdings, Inc. Severance Plan for Senior Officers | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Par Pacific Holdings, Inc. | |||||
Dated: March 6, 2017 | /s/ James Matthew Vaughn | ||||
James Matthew Vaughn Senior Vice President and General Counsel | |||||
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