This Severance Agreement (Agreement) is between William Boyer (the Employee) and Southcross Energy Partners GP, LLC, a Delaware limited liability company (the Company), and is effective as of November 14, 2016 (the Effective Date).
WHEREAS, Employee is employed as an at-will employee of Company; and
WHEREAS, the Company and Employee desire to enter into this Agreement to provide an incentive for Employee to remain an employee of the Company.
NOW, THEREFORE, in consideration of the promises and mutual agreements, provisions and covenants contained herein and other good and valuable consideration, the adequacy of which is hereby acknowledged, the Parties agree as follows:
1. Definitions. In addition to the terms defined elsewhere in this Agreement, the following terms when used herein shall have the meanings set forth below.
(a) Bonus means the annual target amount of the bonus, expressed as a percentage of Base Salary, for which Employee is eligible as of the Termination Date under the annual bonus plan sponsored by the Company.
(b) Base Salary means the annual base salary of Employee in effect as of the Termination Date, which amount does not include any bonus, commission, incentive pay, overtime, equity compensation grants or exercises, auto or travel allowance, or other similar payments or compensation.
(c) Cause means, Employees (i) failure to satisfactorily perform Employees material duties or to devote Employees full time and effort to Employees position; (ii) violation of any material Company policy that remains unremedied after reasonable notice to cure the violation; (iii) failure to follow lawful directives from the Companys Chairman, President and Chief Executive Officer, the Board of Directors, or Employees direct supervisor, (iv) negligence or material misconduct; (v) dishonesty or fraud; or (vi) felony conviction.
(d) Code means the Internal Revenue Code of 1986, as amended, including proposed, temporary or final regulations or any other guidance issued by the Secretary of the Treasury or the Internal Revenue Service with respect thereto.
(e) General Release Agreement means an agreement to be executed by Employee as a precondition to receipt of the termination payments as set forth below that provides, among other things, for a comprehensive release of all claims Employee may have against the Company, its subsidiaries and affiliates, and its officers, directors, employees, and agents, an agreement not to solicit Company employees for a period of one year following the Termination Date, an agreement to maintain the confidentiality of the Companys confidential and proprietary information and to assist the Company, its subsidiaries and affiliates in connection with any legal process that relates to any matter Employee has knowledge of.
(f) Good Reason means (i) a material change in Employees job duties and responsibilities; (ii) a material reduction in Employees Base Salary unless the reduction applies to all Company employees employed at similar levels; or (iii) a change in the location that Employee regularly works of more than twenty-five (25) miles.
(g) Sale Event means: (i) any person or group within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, other than the Company, Charlesbank Capital Partners, LLC, EIG BBTS Holdings, LLC, TW BBTS Aggregator LP or Southcross Holdings LP or any of their respective Affiliates (as determined immediately prior to such event), shall become the beneficial owners, by way of merger, acquisition, consolidation, recapitalization, reorganization or otherwise, of fifty percent (50%) or more of the combined voting power of the equity interests in the Company or Southcross Energy Partners, L.P. (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,