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Stonemor Partners LP – ‘10-Q’ for 6/30/16 – ‘EX-10.2’

On:  Friday, 8/5/16, at 1:15pm ET   ·   For:  6/30/16   ·   Accession #:  1193125-16-673120   ·   File #:  1-32270

Previous ‘10-Q’:  ‘10-Q’ on 5/9/16 for 3/31/16   ·   Next:  ‘10-Q/A’ on 11/9/16 for 3/31/16   ·   Latest:  ‘10-Q’ on 11/8/19 for 9/30/19

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/05/16  Stonemor Partners LP              10-Q        6/30/16   99:9M                                     Donnelley … Solutions/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    657K 
 2: EX-10.1     Material Contract                                   HTML     53K 
 3: EX-10.2     Material Contract                                   HTML     34K 
 4: EX-10.3     Material Contract                                   HTML     51K 
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     31K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     31K 
 7: EX-32.1     Certification -- §906 - SOA'02                      HTML     28K 
 8: EX-32.2     Certification -- §906 - SOA'02                      HTML     28K 
15: R1          Document and Entity Information                     HTML     48K 
16: R2          Consolidated Balance Sheets                         HTML    115K 
17: R3          Consolidated Statements of Operations               HTML     93K 
18: R4          Consolidated Statement of Partners' Capital         HTML     56K 
19: R5          Consolidated Statements of Cash Flows               HTML    111K 
20: R6          General                                             HTML     60K 
21: R7          Acquisitions                                        HTML     64K 
22: R8          Accounts Receivable, Net of Allowance               HTML     41K 
23: R9          Cemetery Property                                   HTML     32K 
24: R10         Property and Equipment                              HTML     35K 
25: R11         Merchandise Trusts                                  HTML    130K 
26: R12         Perpetual Care Trusts                               HTML    126K 
27: R13         Goodwill and Intangible Assets                      HTML     53K 
28: R14         Long-Term Debt                                      HTML     48K 
29: R15         Income Taxes                                        HTML     34K 
30: R16         Deferred Revenues, Net                              HTML     37K 
31: R17         Long-Term Incentive Plans                           HTML     62K 
32: R18         Commitments and Contingencies                       HTML     32K 
33: R19         Fair Value of Financial Instruments                 HTML     35K 
34: R20         Supplemental Condensed Consolidating Financial      HTML    228K 
                Information                                                      
35: R21         Issuances of Limited Partner Units                  HTML     32K 
36: R22         Segment Information                                 HTML     72K 
37: R23         Subsequent Events                                   HTML     33K 
38: R24         General (Policies)                                  HTML     73K 
39: R25         General (Tables)                                    HTML     43K 
40: R26         Acquisitions (Tables)                               HTML     57K 
41: R27         Accounts Receivable, Net of Allowance (Tables)      HTML     40K 
42: R28         Property and Equipment (Tables)                     HTML     39K 
43: R29         Perpetual Care Trusts (Tables)                      HTML    231K 
44: R30         Goodwill and Intangible Assets (Tables)             HTML     52K 
45: R31         Long-Term Debt (Tables)                             HTML     44K 
46: R32         Deferred Revenues, Net (Tables)                     HTML     34K 
47: R33         Long-Term Incentive Plans (Tables)                  HTML     58K 
48: R34         Commitments and Contingencies (Tables)              HTML     28K 
49: R35         Supplemental Condensed Consolidating Financial      HTML    227K 
                Information (Tables)                                             
50: R36         Segment Information (Tables)                        HTML     68K 
51: R37         General - Additional Information (Detail)           HTML     45K 
52: R38         Reconciliation of Net Income (Loss) (Detail)        HTML     36K 
53: R39         Reconciliation of Partnership's Weighted Average    HTML     35K 
                Number of Common Limited Partner Units (Detail)                  
54: R40         Reconciliation of Partnership's Weighted Average    HTML     31K 
                Number of Common Limited Partner Units                           
                (Parenthetical) (Detail)                                         
55: R41         Acquisitions - Additional Information (Detail)      HTML     75K 
56: R42         Final Values Assigned to Assets Acquired and        HTML    110K 
                Liabilities Assumed Based on Their Estimated Fair                
                Values at the Date of Acquisitions (Detail)                      
57: R43         Consolidated Pro Forma Information (Detail)         HTML     34K 
58: R44         Accounts Receivable, Net of Allowance (Detail)      HTML     45K 
59: R45         Activity in Allowance for Contract Cancellations    HTML     38K 
                (Detail)                                                         
60: R46         Cemetery Property (Detail)                          HTML     37K 
61: R47         Major Classes of Property and Equipment (Detail)    HTML     41K 
62: R48         Property and Equipment - Additional Information     HTML     30K 
                (Detail)                                                         
63: R49         Merchandise Trusts - Additional Information         HTML     49K 
                (Detail)                                                         
64: R50         Reconciliation of Merchandise Trust Activities      HTML     50K 
                (Detail)                                                         
65: R51         Cost and Market Value Associated with Assets Held   HTML     86K 
                in Merchandise Trusts (Detail)                                   
66: R52         Cost and Market Value Associated with Assets Held   HTML     35K 
                in Merchandise Trusts (Parenthetical) (Detail)                   
67: R53         Contractual Maturities of Debt Securities Held in   HTML     51K 
                Merchandise Trusts (Detail)                                      
68: R54         Aging of Unrealized Losses on Investments in Fixed  HTML     74K 
                Maturities and Equity Securities Held in                         
                Merchandise Trusts (Detail)                                      
69: R55         Reconciliation of Perpetual Care Trust Activities   HTML     50K 
                (Detail)                                                         
70: R56         Perpetual Care Trusts - Additional Information      HTML     39K 
                (Detail)                                                         
71: R57         Cost and Market Value Associated with Assets Held   HTML     83K 
                in Perpetual Care Trusts (Detail)                                
72: R58         Cost and Market Value Associated with Assets Held   HTML     44K 
                in Perpetual Care Trusts (Parenthetical) (Detail)                
73: R59         Contractual Maturities of Debt Securities Held in   HTML     49K 
                Perpetual Care Trusts (Detail)                                   
74: R60         Aging of Unrealized Losses on Investments in Fixed  HTML     76K 
                Maturities and Equity Securities Held in Perpetual               
                Care Trusts (Detail)                                             
75: R61         Goodwill and Intangible Assets - Additional         HTML     38K 
                Information (Detail)                                             
76: R62         Goodwill by Reporting Unit (Detail)                 HTML     40K 
77: R63         Components of Intangible Assets (Detail)            HTML     45K 
78: R64         Estimated Amortization Expense Related to           HTML     39K 
                Intangible Assets with Finite Lives (Detail)                     
79: R65         Outstanding Debt (Detail)                           HTML     53K 
80: R66         Outstanding Debt (Parenthetical) (Detail)           HTML     33K 
81: R67         Long Term Debt - Additional Information (Detail)    HTML    119K 
82: R68         Redemption Prices Expressed as Percentages of       HTML     38K 
                Principal Amount (Detail)                                        
83: R69         Income Taxes - Additional Information (Detail)      HTML     37K 
84: R70         Deferred Revenues Net (Detail)                      HTML     45K 
85: R71         Long Term Incentive Plans - Additional Information  HTML     87K 
                (Detail)                                                         
86: R72         Long-Term Incentive Plan and Unit Appreciation      HTML     53K 
                Right Activity (Detail)                                          
87: R73         Long-Term Incentive Plan and Unit Appreciation      HTML     46K 
                Right Activity (Parenthetical) (Detail)                          
88: R74         Commitments and Contingencies - Additional          HTML     40K 
                Information (Detail)                                             
89: R75         Fixed Rent for Cemeteries (Detail)                  HTML     53K 
90: R76         Fair Value of Financial Instruments - Additional    HTML     41K 
                Information (Detail)                                             
91: R77         Condensed Consolidating Balance Sheets (Detail)     HTML    125K 
92: R78         Condensed Consolidating Statements of Operations    HTML     73K 
                (Detail)                                                         
93: R79         Condensed Consolidating Statement of Cash Flows     HTML     86K 
                (Detail)                                                         
94: R80         Issuances of Limited Partner Units - Additional     HTML     56K 
                Information (Detail)                                             
95: R81         Segment Information (Detail)                        HTML     77K 
96: R82         Subsequent Events - Additional Information          HTML     71K 
                (Detail)                                                         
98: XML         IDEA XML File -- Filing Summary                      XML    177K 
97: EXCEL       IDEA Workbook of Financial Reports                  XLSX    115K 
 9: EX-101.INS  XBRL Instance -- ston-20160630                       XML   3.06M 
11: EX-101.CAL  XBRL Calculations -- ston-20160630_cal               XML    271K 
12: EX-101.DEF  XBRL Definitions -- ston-20160630_def                XML   1.40M 
13: EX-101.LAB  XBRL Labels -- ston-20160630_lab                     XML   1.47M 
14: EX-101.PRE  XBRL Presentations -- ston-20160630_pre              XML   1.58M 
10: EX-101.SCH  XBRL Schema -- ston-20160630                         XSD    226K 
99: ZIP         XBRL Zipped Folder -- 0001193125-16-673120-xbrl      Zip    238K 


‘EX-10.2’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-10.2  

Exhibit 10.2

 

LOGO

May 25, 2016

Mr. Austin So

2101 Market Street

Apt 2707

Philadelphia, PA 19103

Re: Employment Offer

Dear Austin:

I am pleased to offer you the full-time exempt position of General Counsel, Chief Legal Officer and Secretary for StoneMor GP LLC (the “Company”). We are pleased with your decision to join the StoneMor team, and believe that you will make a significant contribution to the success of the business. The purpose of this letter is to set forth the details of your employment. In accordance with our discussions, set forth below are the terms and conditions of your employment:

 

TITLE:

   General Counsel, Chief Legal Officer and Secretary

REPORTING TO:

   Lawrence Miller, Chief Executive Officer

START DATE:

   Tuesday, July 5, 2016

BASE SALARY:

   $275,000 annually (payable weekly or pursuant to standard company payroll practice).

BONUS:

   For each calendar year of your employment, you shall have the opportunity to earn an annual incentive bonus with a target bonus equal to 25% of Base Salary. The actual incentive bonus awarded is discretionary and will be based on Company performance against performance targets established by the Compensation Committee as well as mutually agreed upon personal performance goals.

EQUITY PARTICIPATION:

   Annually, you will be eligible to receive long-term equity incentive awards, currently targeted at 25% of Base Salary, initially granted and based on the price at date of hire, subject to the Compensation Committee’s approval. Half (50%) of this award will vest ratably over 3 years and the other half (50%) will vest based upon performance criteria for 2016, 2017 and 2018 subject to approval by the Compensation Committee.


VACATION:

   Four weeks

BENEFITS:

   StoneMor will cover the cost of COBRA until you become eligible for StoneMor’s benefit plan on the 91st day of employment.
   You will be eligible to receive the same benefits as are provided to all Company employees. A Summary Plan Description of benefits will be provided to you separately.

OTHER BENEFITS:

   You will have the option between accepting a company-provided mobile phone or receiving a $170 monthly allowance.

The terms of employment as outlined in this offer letter do not constitute an employment contract and are subject to change at any time. Your employment with the Company will be at-will, meaning either you or the Company may terminate your employment at any time, for any reason, with or without notice. Company agrees to provide you with salary continuation for a period of 6 months in the limited event that you or the Company terminate employment without cause after completing 12 months of employment but before completing 24 months of employment with the Company.

You agree to devote your exclusive attention to Company business, and will not render any service or engage I any activity that conflicts or interfered with the performance of your duties and obligations of employment. In addition, you will adhere to all of the Company’s policies and procedures in place during the course of your employment.

This offer is contingent upon satisfactory completion of our standard pre-hire requirements, including completion of references, and a pre-employment background check. You will be required to sign a Confidentiality, Nondisclosure, and Restrictive Covenant Agreement as condition of employment. Further, this offer is conditioned on your representation that you are not subject to any confidentiality, noncompetition or other agreement that restricts your post-employment activities or that may affect your ability to devote full time attention to your work for the Company.

Austin, I’m again looking forward to our partnership together and your contributions to the growth and success of StoneMor. Please feel free to contact me if you have further questions regarding this offer.

Best Regards,

 

By:

 

/s/ Lawrence Miller

  Lawrence Miller
  Chief Executive Officer

Agreed and Accepted,

This 26th day of May, 2016

 

By:

 

/s/ Austin So

      Austin So

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
Filed on:8/5/168-K
7/5/163,  4
For Period end:6/30/1610-Q/A
5/25/16
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Filing Submission 0001193125-16-673120   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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