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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/16 Stonemor Partners LP 10-K 12/31/15 113:11M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.35M
2: EX-10.1.12 Material Contract HTML 70K
3: EX-10.7.13 Material Contract HTML 53K
4: EX-10.7.14 Material Contract HTML 53K
5: EX-10.7.15 Material Contract HTML 53K
6: EX-21.1 Subsidiaries List HTML 71K
7: EX-23.1 Consent of Experts or Counsel HTML 29K
12: EX-99.2 Miscellaneous Exhibit HTML 34K
8: EX-31.1 Certification -- §302 - SOA'02 HTML 34K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 34K
10: EX-32.1 Certification -- §906 - SOA'02 HTML 30K
11: EX-32.2 Certification -- §906 - SOA'02 HTML 30K
19: R1 Document and Entity Information HTML 60K
20: R2 Consolidated Balance Sheets HTML 113K
21: R3 Consolidated Statements of Operations HTML 105K
22: R4 Consolidated Statement of Partners' Capital HTML 54K
23: R5 Consolidated Statement of Cash Flows HTML 132K
24: R6 General HTML 93K
25: R7 Acquisitions HTML 113K
26: R8 Accounts Receivable, Net of Allowance HTML 43K
27: R9 Cemetery Property HTML 34K
28: R10 Property and Equipment HTML 37K
29: R11 Merchandise Trusts HTML 126K
30: R12 Perpetual Care Trusts HTML 123K
31: R13 Goodwill and Intangible Assets HTML 56K
32: R14 Long-Term Debt HTML 51K
33: R15 Income Taxes HTML 71K
34: R16 Deferred Cemetery Revenues, Net HTML 38K
35: R17 Long-Term Incentive and Retirement Plans HTML 65K
36: R18 Commitments and Contingencies HTML 38K
37: R19 Fair Value of Financial Instruments HTML 37K
38: R20 Supplemental Condensed Consolidating Financial HTML 233K
Information
39: R21 Issuances of Limited Partner Units HTML 38K
40: R22 Segment Information HTML 65K
41: R23 Subsequent Events HTML 31K
42: R24 Quarterly Results of Operations (Unaudited) HTML 43K
43: R25 General (Policies) HTML 137K
44: R26 General (Tables) HTML 46K
45: R27 Acquisitions (Tables) HTML 94K
46: R28 Accounts Receivable, Net of Allowance (Tables) HTML 43K
47: R29 Property and Equipment (Tables) HTML 42K
48: R30 Perpetual Care Trusts (Tables) HTML 211K
49: R31 Goodwill and Intangible Assets (Tables) HTML 54K
50: R32 Long-Term Debt (Tables) HTML 46K
51: R33 Income Taxes (Tables) HTML 70K
52: R34 Deferred Cemetery Revenues, Net (Tables) HTML 37K
53: R35 Long-Term Incentive and Retirement Plans (Tables) HTML 62K
54: R36 Commitments and Contingencies (Tables) HTML 34K
55: R37 Supplemental Condensed Consolidating Financial HTML 235K
Information (Tables)
56: R38 Segment Information (Tables) HTML 61K
57: R39 Quarterly Results of Operations (Unaudited) HTML 41K
(Tables)
58: R40 General - Additional Information (Detail) HTML 104K
59: R41 Estimated Useful Lives of Properties and Equipment HTML 44K
(Detail)
60: R42 Reconciliation of Net Income (Loss) (Detail) HTML 43K
61: R43 Reconciliation of Partnership's Weighted Average HTML 37K
Number of Common Limited Partner Units (Detail)
62: R44 Reconciliation of Partnership's Weighted Average HTML 34K
Number of Common Limited Partner Units
(Parenthetical) (Detail)
63: R45 Acquisitions - Additional Information (Detail) HTML 176K
64: R46 Final Values Assigned to Assets Acquired and HTML 200K
Liabilities Assumed Based on Their Estimated Fair
Values at the Date of Acquisitions (Detail)
65: R47 Fixed Rent for Cemeteries (Detail) HTML 54K
66: R48 Asset and Liabilities Recognized (Detail) HTML 50K
67: R49 Consolidated Pro Forma Information (Detail) HTML 37K
68: R50 Long-Term Accounts Receivable Net (Detail) HTML 46K
69: R51 Activity in Allowance for Contract Cancellations HTML 42K
(Detail)
70: R52 Cemetery Property (Detail) HTML 40K
71: R53 Major Classes of Property and Equipment (Detail) HTML 43K
72: R54 Property and Equipment - Additional Information HTML 33K
(Detail)
73: R55 Merchandise Trusts - Additional Information HTML 50K
(Detail)
74: R56 Reconciliation of Merchandise Trust Activities HTML 55K
(Detail)
75: R57 Cost and Market Value Associated with Assets Held HTML 87K
in Merchandise Trusts (Detail)
76: R58 Contractual Maturities of Debt Securities Held in HTML 54K
Merchandise Trusts (Detail)
77: R59 Aging of Unrealized Losses on Investments in Fixed HTML 84K
Maturities and Equity Securities Held in
Merchandise Trusts (Detail)
78: R60 Reconciliation of Perpetual Care Trust Activities HTML 55K
(Detail)
79: R61 Perpetual Care Trusts - Additional Information HTML 48K
(Detail)
80: R62 Cost and Market Value Associated with Assets Held HTML 81K
in Perpetual Care Trusts (Detail)
81: R63 Contractual Maturities of Debt Securities Held in HTML 54K
Perpetual Care Trusts (Detail)
82: R64 Aging of Unrealized Losses on Investments in Fixed HTML 79K
Maturities and Equity Securities Held in Perpetual
Care Trusts (Detail)
83: R65 Goodwill and Intangible Assets - Additional HTML 42K
Information (Detail)
84: R66 Goodwill by Reportable Segment (Detail) HTML 40K
85: R67 Components of Intangible Assets (Detail) HTML 48K
86: R68 Estimated Amortization Expense Related to HTML 42K
Intangible Assets with Finite Lives (Detail)
87: R69 Outstanding Debt (Detail) HTML 56K
88: R70 Outstanding Debt (Parenthetical) (Detail) HTML 36K
89: R71 Long Term Debt - Additional Information (Detail) HTML 126K
90: R72 Redemption Prices Expressed as Percentages of HTML 38K
Principal Amount (Detail)
91: R73 Income tax expense (Benefit) (Detail) HTML 62K
92: R74 Summary of Reconciliation of Federal Statutory Tax HTML 55K
Rate to Partnership's Effective Tax Rate (Detail)
93: R75 Significant Components of Deferred Tax Assets and HTML 61K
Liabilities (Detail)
94: R76 Deferred Tax Assets and Liabilities (Detail) HTML 48K
95: R77 Income Taxes - Additional Information (Detail) HTML 39K
96: R78 Deferred Cemetery Revenues Net (Detail) HTML 46K
97: R79 Long Term Incentive and Retirement Plans - HTML 92K
Additional Information (Detail)
98: R80 Long-Term Incentive Plan and Unit Appreciation HTML 61K
Right Activity (Detail)
99: R81 Long-Term Incentive Plan and Unit Appreciation HTML 51K
Right Activity (Parenthetical) (Detail)
100: R82 Weighted-Average Values and Assumptions Used to HTML 48K
Estimate Fair Value of Unit Appreciation Rights
(Detail)
101: R83 Commitments and Contingencies - Additional HTML 46K
Information (Detail)
102: R84 Operating Lease Future Payments (Detail) HTML 49K
103: R85 Fair Value of Financial Instruments - Additional HTML 43K
Information (Detail)
104: R86 Condensed Consolidating Balance Sheets (Detail) HTML 130K
105: R87 Condensed Consolidating Statements of Operations HTML 89K
(Detail)
106: R88 Condensed Consolidating Statement of Cash Flows HTML 98K
(Detail)
107: R89 Issuances of Limited Partner Units - Additional HTML 67K
Information (Detail)
108: R90 Segment Information (Detail) HTML 90K
109: R91 Subsequent Events - Additional Information HTML 48K
(Detail)
110: R92 Quarterly Results of Operations (Detail) HTML 48K
112: XML IDEA XML File -- Filing Summary XML 198K
111: EXCEL IDEA Workbook of Financial Reports XLSX 140K
13: EX-101.INS XBRL Instance -- ston-20151231 XML 3.50M
15: EX-101.CAL XBRL Calculations -- ston-20151231_cal XML 347K
16: EX-101.DEF XBRL Definitions -- ston-20151231_def XML 1.64M
17: EX-101.LAB XBRL Labels -- ston-20151231_lab XML 1.80M
18: EX-101.PRE XBRL Presentations -- ston-20151231_pre XML 1.84M
14: EX-101.SCH XBRL Schema -- ston-20151231 XSD 278K
113: ZIP XBRL Zipped Folder -- 0001193125-16-484599-xbrl Zip 295K
| EX-10.7.14 |
Exhibit 10.7.14
KEY EMPLOYEE UNIT AGREEMENT
UNDER THE
STONEMOR PARTNERS L.P. LONG-TERM INCENTIVE PLAN
This Key Employee Unit Agreement (the “Agreement”) entered into as of December 31, 2015, (the “Agreement Date”), by and between StoneMor GP LLC (the “Company”), the general partner of and acting on behalf of StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”), and Sean P. McGrath, a key employee (the “Participant”) of the Company or its Affiliates (as defined in the Plan).
BACKGROUND:
In order to make certain awards to key employees, directors and consultants of the Company and its Affiliates, the Company maintains on behalf of the Partnership the StoneMor Partners L.P. 2014 Long-Term Incentive Plan (the “Plan”). The Plan is administered by a Committee (as defined in the Plan) of the Board of Directors (“Board”) of the Company. The Committee has determined to grant to the Participant, pursuant to the terms and conditions of the Plan, an award (the “Award”) of Units (as defined in the Plan), but only effective upon and conditioned on satisfying time vesting and performance vesting conditions set forth in this Agreement. The Participant has determined to accept such Award. Any initially capitalized terms and phrases used in this Agreement, but not otherwise defined herein, shall have the respective meanings ascribed to them in the Plan.
NOW, THEREFORE, the Company, acting on behalf of the Partnership, and the Participant, each intending to be legally bound hereby, agree as follows:
ARTICLE 1
AWARD OF UNITS
1.1 Grant of Units and Vesting. The Participant is hereby granted the following Time Vested Units and Performance Vested Units under the Plan, but only effective upon and conditioned on satisfying the applicable vesting conditions contained herein, which will permit the Participant to receive the following number of Units of the Partnership, plus any Units acquired through the DER Account referred to in Section 1.4 hereof:
| Date of Grant (Except as Noted) |
||
| Total Number of Time Vested Units, Collectively | 8,324 Units | |
| Total Number of Threshold Condition Performance Vested Units is Satisfied or Deemed Satisfied for 2016, 2017 or 2018 | 1,387 Units per Year | |
| Total Number of Additional Performance Vested Units if Target Condition is Satisfied or Deemed Satisfied for 2016, 2017 or 2018 | An additional 1,387 Units per Year | |
| Total Number of Additional Performance Vested Units if Maximum Condition is Satisfied or Deemed Satisfied for 2016, 2017 or 2018 | An additional 2,775 Units per Year | |
Page 1 of 6
The term “date of grant” shall be deemed to be September 28, 2015 (i) solely for vesting and DER Account (as defined in Section 1.4) purposes for the Time Vested Units and (ii) solely for DER Account purposes (but not for vesting purposes) for the Performance Vested Units.
Time Vested Units vest at a percentage rate equal to thirty-three and one-third percent (33 1/3%) of the total Time Vested Units on each one (1) year anniversary of the date of grant.
Performance Vested Units shall vest on December 31, 2016, December 31, 2017, and December 31, 2018, provided the respective performance conditions established by the Committee have been achieved or waived in writing by the Committee for each of the calendar years 2016, 2017 and 2018. The Committee will endeavor to establish performance conditions at the Threshold Condition level, the Target Condition level, and the Maximum Condition level for 2016, 2017, and 2018 during the first ninety (90) days of each such calendar year and to advise the Participant in writing of such performance conditions. The failure by the Committee to comply with such time deadlines or to advise the Participant in writing of such performance conditions shall not result in the performance conditions being deemed satisfied for any calendar year. However, the performance conditions established by the Committee for each such calendar year must be determinable (subject to any retroactive catch-up provision) on or before December 31 of such calendar year, in the absence of which the Performance Vested Units shall vest on December 31 of such calendar year at the Target Condition level.
Certificates for Units shall be issued to the Participant upon the vesting of any Time Vested Units or Performance Vested Units, subject to the provisions of the Plan, including, but not limited to, Sections 6(j) and 8(f) of the Plan, and further subject to the Participant paying, or making suitable arrangements to pay, all applicable foreign, federal, state and local taxes, as more fully provided in Section 2.3 hereof, not later than the period permitted by Regulation 1.409A-1(b)(4) entitled “Short-term deferrals” and any successor guidance under the Code.
1.2 Forfeiture. All unvested Time Vested Units and Performance Vested Units hereunder are subject to the forfeiture provisions of Section 1.6 hereof and to the clawback provision referenced in Section 2.2 hereof.
Page 2 of 6
1.3 Disability. The term “disability”, as used herein, shall refer to the Participant’s inability because of physical or mental illness or incapacity, whether partial or total, with or without reasonable accommodation, to perform the Participant’s duties with the Company for a continuous period of at least three (3) months or for an aggregate of ninety (90) days within any twelve (12) month period.
1.4 DER Account. The unvested Units (whether Time Vested Units or Performance Vested Units) shall not be entitled to receive distributions made by the Partnership to holders of common units. However, the Company shall maintain a DER Account for each Participant to which shall be credited with the distributions which would have been paid to the unvested Units had such Units been outstanding from and after the date of grant set forth in Section 1.1 hereof. No interest shall accrue on the DER Account.
1.5 Payment of DER Account.
(a) After any Units have vested, payments of the amount in the DER Account with respect to such vested Units shall commence as soon as administratively feasible (but not later than the period permitted by Regulation 1.409A-1(b)(4) entitled “Short-term deferrals” and any successor guidance under the Code), as provided in this Section 1.5. The Company may, at its option, pay up to fifty percent (50%) of the amount in the DER account in the form of Units, rather than cash, such Units to be valued at the closing price on the last business day prior to the distribution of the Units, provided such Units can be immediately sold by the Participant.
(b) All payments pursuant to this Section 1.5 shall be conditioned on the Participant paying, or by making suitable arrangements to pay, all applicable foreign, federal, state and local tax withholding as provided in Section 2.3 hereof not later than the period permitted by Regulation 1.409A-1(b)(4) entitled “Short-term deferrals” and any successor guidance under the Code.
1.6 Forfeiture of Unvested Units Upon Termination of Employment. In the event of the termination of the employment of the Participant (whether voluntary or involuntary and regardless of the reason for the termination, or for no reason whatsoever) with the Company or its Affiliates, all Units which have not vested on the date of such termination shall be deemed to be automatically forfeited, unless the Participant’s employment is on that date transferred to the Company or another Affiliate. If a Participant’s employment is with an Affiliate and that entity ceases to be an Affiliate, the Participant’s employment will be deemed to have terminated when the entity ceases to be an Affiliate unless the Participant transfers employment to the Company or its remaining Affiliates. Nothing contained herein shall be deemed to amend or otherwise modify any employment agreement between the Company and the Participant.
1.7 Nonalienation of Benefits. A Participant shall not have the right to sell, assign, transfer or otherwise convey or encumber in whole or in part the unvested Units or any payment of DERs under this Agreement, and the right to receive any payment hereunder shall not be subject to attachment, lien or other involuntary encumbrance.
Page 3 of 6
ARTICLE 2
GENERAL PROVISIONS
2.1 No Right of Continued Employment. The receipt of this Award does not give the Participant, and nothing in the Plan or in this Agreement shall confer upon the Participant, any right to continue in the employment of the Company or any of its Affiliates. Nothing in the Plan or in this Agreement shall affect any right which the Company or any of its Affiliates may have to terminate the employment of the Participant.
2.2 Clawback. The Units and related DERs are subject to clawback under any clawback policies which are adopted by the Committee, as amended from time to time, including, but not limited to, clawback listing requirements of the New York Stock Exchange imposed by SEC rules adopted pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.
2.3 Tax Withholding. The Participant is responsible to pay to the Company, or make suitable arrangements to pay, all applicable foreign, federal, state and local tax withholding as a condition to receiving certificates for the vested Units and as a condition to receiving payment of DERs, not later than the period permitted by Regulation 1.409A-1(b)(4) entitled “Short-term deferrals” and any successor guidance under the Code.
2.4 Administration. Pursuant to the Plan, the Committee is vested with conclusive authority to interpret and construe the Plan, to adopt rules and regulations for carrying out the Plan, and to make determinations with respect to all matters relating to this Agreement, the Plan and awards made pursuant thereto. The authority to manage and control the operation and administration of this Agreement shall be likewise vested in the Committee, and the Committee shall have all powers with respect to this Agreement as it has with respect to the Plan. Any interpretation of this Agreement by the Committee, and any decision made by the Committee with respect to this Agreement, shall be final and binding and conclusive in the absence of clear and convincing evidence that such decision was made in bad faith.
2.5 Effect of Plan; Construction. The entire text of the Plan is expressly incorporated herein by this reference and so forms a part of this Agreement. In the event of any inconsistency or discrepancy between the provisions of this Agreement and the terms and conditions of the Plan under which the Units are granted, the provisions of the Plan shall govern and prevail. The Units and this Agreement are each subject in all respects to, and the Company and the Participant each hereby agree to be bound by, all of the terms and conditions of the Plan, as the same may have been amended from time to time in accordance with its terms; provided, however, that no such amendment shall deprive the Participant, without the Participant’s consent, of any rights earned or otherwise due to the Participant hereunder.
2.6 Amendment, Supplement or Waiver. This Agreement shall not be amended, supplemented, or waived in whole or in part, except by an instrument in writing executed by the parties to this Agreement.
2.7 Captions. The captions at the beginning of each of the numbered Articles and Sections herein are for reference purposes only and will have no legal force or effect. Such captions will not be considered a part of this Agreement for purposes of interpreting, construing or applying this Agreement and will not define, limit, extend, explain or describe the scope or extent of this Agreement or any of its terms and conditions.
Page 4 of 6
2.8 Governing Law. THE VALIDITY, CONSTRUCTION, INTERPRETATION AND EFFECT OF THIS AGREEMENT SHALL EXCLUSIVELY BE GOVERNED BY AND DETERMINED IN ACCORDANCE WITH THE LAW OF THE COMMONWEALTH OF PENNSYLVANIA (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF).
2.9 Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing, sent by facsimile, by overnight courier or by registered or certified mail, postage prepaid and return receipt requested. Notices to the Company shall be deemed to have been duly given or made upon actual receipt by the Company. Such communications shall be addressed and directed to the parties listed below (except where this Agreement expressly provides that it be directed to another) as follows, or to such other address or recipient for a party as may be hereafter notified by such party hereunder:
| (a) if to the Partnership or Company: |
StoneMor GP LLC | |
| 311 Veterans Highway, Suite B | ||
| Levittown, PA 19056, or its then | ||
| current principal office | ||
| Attention: Chief Financial Officer | ||
| (b) if to the Participant: to the address for the Participant as it appears on the Company’s records. | ||
2.10 Severability. If any provision hereof is found by a court of competent jurisdiction to be prohibited or unenforceable, it shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability, and such prohibition or unenforceability shall not invalidate the balance of such provision to the extent it is not prohibited or unenforceable, nor invalidate the other provisions hereof.
2.11 Entire Agreement; Counterparts; Construction. This Agreement constitutes the entire understanding and supersedes any and all other agreements, oral or written, between the parties hereto, in respect of the subject matter of this Agreement, and embodies the entire understanding of the parties with respect to the subject matter hereof. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original against any party whose signature appears thereon. The rule of construction that ambiguities in a document are construed against the draftsperson shall not apply to this Agreement.
2.12 Binding Agreement. The terms and conditions of this Agreement shall be binding upon, and inure to the benefit of, the estate, heirs, beneficiaries and other representatives of the Participant. The terms and conditions of this Agreement shall be binding upon the Company and the Partnership and their respective successors and assigns.
2.13 Arbitration. Any dispute or disagreement with respect to any portion of this Agreement or its validity, construction, meaning, performance, or Participant’s rights hereunder shall be settled by arbitration, conducted in Philadelphia, Pennsylvania, in accordance with the Commercial Arbitration Rules of the American Arbitration Association or its successor, as amended from time to time. However, prior to submission to arbitration the Participant will
Page 5 of 6
attempt to resolve any disputes or disagreements with the Partnership over this Agreement amicably and informally, in good faith, for a period not to exceed two weeks. Thereafter, the dispute or disagreement will be submitted to arbitration. At any time prior to a decision from the arbitrator(s) being rendered, the Participant and the Partnership may resolve the dispute by settlement. The Participant and the Partnership shall equally share the costs charged by the American Arbitration Association or its successor, but the Participant and the Partnership shall otherwise be solely responsible for their own respective counsel fees and expenses. The decision of the arbitrator(s) shall be made in writing, setting forth the award, the reasons for the decision and award and shall be binding and conclusive on the Participant and the Partnership. Further, neither Participant nor the Partnership shall appeal any such award. Judgment of a court of competent jurisdiction may be entered upon the award and may be enforced as such in accordance with the provisions of the award. THE PARTICIPANT HEREBY WAIVES ANY RIGHT TO A JURY TRIAL.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have executed this Agreement as of the day first above written.
| STONEMOR PARTNERS L.P. | ||
| By: | StoneMor GP LLC | |
| By: | /s/ Lawrence Miller | |
| Name: | ||
| Title: | President and Chief Executive Officer | |
The Participant hereby acknowledges receipt of a copy of the foregoing Unit Agreement and the Plan, and having read them, hereby signifies the Participant’s understanding of, and the Participant’s agreement with, their terms and conditions. The Participant hereby accepts this Unit Agreement in full satisfaction of any previous written or verbal promises made to the participant by the Partnership or the Company or any of its other Affiliates with respect to awards under the Plan.
| /s/ Sean P. McGrath |
(seal) | 12/31/15 | ||||
| Sean P. McGrath | (Date) |
Page 6 of 6
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/18 | 10-K, 10-K/A, NT 10-K | |||
| 12/31/17 | 10-K, NT 10-K | |||
| 12/31/16 | 10-K, NT 10-K | |||
| Filed on: | 2/29/16 | 4, 8-K | ||
| For Period end: | 12/31/15 | 10-K/A, 4 | ||
| 9/28/15 | 3, 8-K | |||
| List all Filings | ||||