Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) 99 560K
2: EX-3.1 Certificate of Incorporation 8 30K
3: EX-3.2 Bylaws 14 55K
4: EX-10.1 Reorganization Agreement 21 93K
13: EX-10.10 Gas Treating and Processing Agreement 48 131K
14: EX-10.11 Gas Gathering, Treating and Processing Agreement 36 99K
15: EX-10.12 Gas Gathering, Treating and Processing Agreement 32 104K
16: EX-10.13 Products Exchange Agreements 3 20K
17: EX-10.14 Gas Processing and Treating Agreement 11 44K
18: EX-10.15 Processing Agreement 30 66K
19: EX-10.16 Natural Gas Liquids Purchase Agreement 7 31K
20: EX-10.17 Purchase and Demolition Agreement 25 52K
21: EX-10.18 Purchase and Demolition Agreement 25 53K
22: EX-10.19 Agreement to Design and Construct New Facilities 21 43K
5: EX-10.2 Modification Agreement 6 34K
23: EX-10.20 Sales Acknowledgement 3 18K
24: EX-10.21 Loan Agreement Dated November 20, 1992 202 752K
25: EX-10.23 Natural Gas Liquids Purchase Agree. (Boldman) 14 46K
26: EX-10.25 1996 Incentive Compensation Plan 5 23K
27: EX-10.26 1996 Stock Incentive Plan of Registrant 13 52K
28: EX-10.27 1996 Nonemployee Director Stock Option Plan 9 40K
29: EX-10.28 Form of Non-Compete With J.M. Fox & Markwest 1 10K
6: EX-10.3 Amended and Restated Mortgage 41 166K
7: EX-10.4 Secured Guaranty, Dated May 2, 1996 23 62K
8: EX-10.5 Security Agreement, Dated May 2, 1996 23 78K
9: EX-10.6 Pledge Agreement, Dated May 2, 1996 21 70K
10: EX-10.7 Participation, Ownership and Operating Agreement 83 290K
11: EX-10.8 Second Amended and Restated Agreement 10 45K
12: EX-10.9 Subordination Agreement 13 47K
30: EX-11 Computation of Per Share Earnings 1 9K
31: EX-23.1 Consent of Price Waterhouse LLP 1 9K
32: EX-23.2 Consent of Bdo Seidman, LLP 1 10K
EX-10.25 — 1996 Incentive Compensation Plan
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MARKWEST HYDROCARBON, INC.
1996 INCENTIVE COMPENSATION PLAN
Section 1. Purpose.
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MarkWest Hydrocarbon, Inc. has adopted this 1996 Incentive
Compensation Plan (the "Plan") for the purpose of providing a financial
incentive for certain employees of MarkWest Hydrocarbon, Inc. and its
subsidiaries (collectively the "Company") and to enable the Company to retain
such employees and to attract other well-qualified candidates.
Section 2. Effective Date.
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The Plan shall be effective as of the Effective Date, and shall first
apply with respect to Plan Year ending December 31, 1996. The Plan was adopted
by the Board of Directors on July 31, 1996.
Section 3. Definitions.
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As used in the Plan, the following terms shall have the meanings set
forth below:
(a) "Board of Directors" shall mean the Board of Directors of the
Company.
(b) "Bonus" or "Bonus Award" shall mean the cash bonus which may
be paid to a Participant pursuant to the Plan for any Plan Year.
(c) "Bonus Committee" shall mean the Committee appointed by the
Board of Directors to administer the Plan.
(d) "Bonus Pool" shall mean the total amount from which Bonus
Awards may be paid for any Plan Year.
(e) "Company" shall mean MarkWest Hydrocarbon, Inc., a Delaware
corporation, and all of its subsidiaries. For this purpose, a subsidiary shall
mean any corporation in an unbroken chain of corporations beginning with
MarkWest Hydrocarbon, Inc. if each of the corporations other than the last
corporation in the unbroken chain owns stock possessing 50 percent or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.
(f) "Designated Beneficiary" shall mean any person designated by a
Participant in accordance with the terms of the Plan to receive payment of all
or a
portion of the remaining balance owed to such Participant in the event of the
death of the Participant prior to receiving the entire amount owed to such
Participant.
(g) "Disability" shall mean the termination of employment due to
mental or physical disability, such disability being determined by a competent
medical authority acceptable to the Company.
(h) "Effective Date" shall mean the date of the closing of the
reorganization transactions contemplated by the Reorganization Agreement made as
of August 1, 1996, by and among MarkWest Hydrocarbon, Inc., MarkWest Hydrocarbon
Partners, Ltd., MWHC Holding, Inc. and RIMCO Associates, Inc..
(i) "Eligible Employee" shall mean any full-time, non-union
employee of the Company.
(j) "Participant" shall mean an Eligible Employee who is selected
by the Bonus Committee to participate in the Plan in any given Plan Year.
(k) "Plan" shall mean the MarkWest Hydrocarbon, Inc. 1996
Incentive Compensation Plan as set forth herein.
(l) "Plan Year" shall mean the calendar year. The first Plan Year
shall commence on the Effective Date and shall end on December 31, 1996.
(m) "Retirement" shall mean termination of employment with the
Company after attainment of age 65.
(n) "Salary" shall mean the amount of compensation paid by the
Company to a Participant during the Plan Year for services rendered, as
reflected on Form W-2 issued to such Participant with respect to such Plan Year.
4. Bonus Awards.
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(a) Participation. No later than each December l, the Bonus
Committee shall determine the Eligible Employees who will be Participants in the
Plan for the Plan Year ending on the next following December 31. The Eligible
Employees who are selected shall be notified in writing of their selection by
the Bonus Committee as soon as practicable. The selection of a Eligible Employee
as a Participant for one Plan Year does not mean that such Eligible Employee
will necessarily be selected as a Participant for any following Plan Year.
(b) Bonus Pool. The Bonus Pool represents the total amount of
Bonuses to be granted for a Plan Year. The amount of the Company's contribution
or allocation to the Bonus Pool for a Plan Year is within the discretion of the
Bonus
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Committee. As soon as practicable after the end of each Plan Year, the Bonus
Committee shall compute the amount of the Bonus Pool for such Plan Year. The
Bonus Committee, after consulting with the Board of Directors, may increase or
decrease the Bonus Pool on the basis of the overall profitability of the Company
or such other factors or considerations as it deems appropriate.
(c) Bonus Awards. The Bonus Committee, in its absolute discretion,
determines the amount of the Bonus for each Participant. The allocation of the
Bonus Pool among the Participants will be made based upon a combination of
individual performance, the overall profitability of the Company, and the
profitability of that portion of the Company in which the Participant is
directly involved. Notwithstanding the foregoing, a Bonus may not be paid to any
Participant for a Plan Year that exceeds 25 percent of the Participant's Salary
for such Plan Year. Generally, Bonuses shall be paid only to Participants who
are employed by the Company on the December 31 ending the Plan Year; however,
the Bonus Committee shall have the right to pay Bonuses to Participants who
retired or were disabled subsequent to December l of the Plan Year, or to the
Designated Beneficiary or the estate of a Participant whose death occurred
subsequent to December l of a Plan Year. The Bonus Committee is not obligated to
award the entire Bonus Pool to Participants for any Plan Year.
(d) Timing of Payment of Bonus. The Bonus Committee, in its
absolute discretion, shall determine whether the Bonus awarded to a Participant
is to be (a) paid in a lump sum, (b) paid partly in a lump sum and partly on a
deferred basis, or (c) paid totally on a deferred basis. All payments shall be
paid in cash. Lump sum payments shall be paid before March 31 following the end
of the Plan Year.
In the event that a Participant's employment is terminated for any
reason other than Retirement or Disability, the Company shall not be obligated
to pay any amount owed under the Plan to that Participant.
(e) Bonus Subject to Forfeiture. A Participant's right to a Bonus
and the right of such Participant or his Designated Beneficiary to unpaid
amounts will be terminated, or, if payments have begun, all further payments
will be discontinued and forfeited if the Bonus Committee determines that the
Participant has engaged in conduct inimical to the interests of the Company, or
has engaged, without the prior written consent of the Bonus Committee, as an
officer, director, partner, owner, joint venturer, employee, or consultant to
any business which competes with the business of the Company.
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Section 5. Bonus Committee.
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The Bonus Committee shall have all powers as may be necessary to carry
out its duties under the Plan, including the power to determine all questions
pertaining to claims for benefits and procedures for claim review, and the power
to resolve all other issues arising under the Plan. The Bonus Committee shall
be responsible for construction of the Plan and the proper administration
thereof. In making its determination as to whether a Participant's Bonus is to
be paid in cash or to be deferred, or to be paid partly in cash and partly
deferred, and the manner in which a Participant's Bonus Account shall be paid,
the Bonus Committee shall exercise sole and absolute discretion and it shall not
be bound by any requests of the Participant.
Notwithstanding the foregoing, the Bonus Committee may consult with
the Participant and may take into account the age of the Participant, the
financial needs of the Participant, and/or the effect of federal and state taxes
on both the Company and the Participant that would result from any particular
method of payment. No one or more particular instances of a decision by the
Bonus Committee in this regard shall imply a course of dealing or customary
practice which is binding in any other future instances. The actions taken and
the decisions made by the Bonus Committee shall be final and binding upon all
interested parties.
Section 6. Miscellaneous.
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(a) Amendment, Suspension or Termination. The Board of Directors
may from time to time amend, suspend, or terminate, in whole or in part, any or
all of the provisions of this Plan; provided, however, that no such action shall
adversely affect the right of any Participant or Designated Beneficiary with
respect to any bonus to which either of them may have become entitled hereunder
prior to the effective date of such amendment, suspension, or termination.
(b) Limitations. This Plan is not to be construed as constituting
a contract of employment. Nothing contained herein shall affect or impair the
Company's right to terminate the employment of a Eligible Employee. The
Company's obligation hereunder to make payment of Bonuses hereunder merely
constitute the unsecured promise of the Company to make payment from its general
assets, and no Participant or Designated Beneficiary shall have any interest in,
or a lien or prior claim upon, any property of the Company.
(c) Indemnification. No member of the Board of Directors of the
Bonus Committee shall have any liability for any decision or action if made or
done in good faith, nor for any error or miscalculation unless such error or
miscalculation is a result of fraud, deliberate disregard of the terms of the
Plan, or gross neglect. The Company shall indemnify each director and member of
the
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Bonus Committee acting in good faith, pursuant to the terms of the Plan,
against any loss or expense arising therefrom.
(d) Governing law. The terms of this Plan shall be governed by and
construed in accordance with the laws of the State of Colorado.
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Dates Referenced Herein and Documents Incorporated by Reference
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