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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/05/22 Global Partners LP 10-Q 6/30/22 86:13M Toppan Merrill Bridge/FA |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 3.40M 2: EX-10.7 Material Contract HTML 62K 3: EX-10.8 Material Contract HTML 85K 4: EX-31.1 Certification -- §302 - SOA'02 HTML 30K 5: EX-31.2 Certification -- §302 - SOA'02 HTML 30K 6: EX-32.1 Certification -- §906 - SOA'02 HTML 26K 7: EX-32.2 Certification -- §906 - SOA'02 HTML 26K 13: R1 Document and Entity Information HTML 84K 14: R2 Consolidated Balance Sheets HTML 149K 15: R3 Consolidated Balance Sheets (Parenthetical) HTML 34K 16: R4 Consolidated Statements of Operations HTML 99K 17: R5 Consolidated Statements of Comprehensive Income HTML 50K 18: R6 Consolidated Statements of Cash Flows HTML 119K 19: R7 Consolidated Statements of Partners' Equity HTML 76K 20: R8 Organization and Basis of Presentation HTML 78K 21: R9 Business Combinations HTML 90K 22: R10 Revenue from Contract Customers HTML 166K 23: R11 Inventories HTML 47K 24: R12 Goodwill HTML 33K 25: R13 Property and Equipment HTML 49K 26: R14 Debt and Financing Obligations HTML 89K 27: R15 Derivative Financial Instruments HTML 184K 28: R16 Fair Value Measurements HTML 125K 29: R17 Environmental Liabilities HTML 73K 30: R18 Related Party Transactions HTML 37K 31: R19 Partners' Equity and Cash Distributions HTML 103K 32: R20 Segment Reporting HTML 201K 33: R21 Net Income Per Common Limited Partner Unit HTML 265K 34: R22 Changes in Accumulated Other Comprehensive Loss HTML 40K 35: R23 Legal Proceedings HTML 36K 36: R24 New Accounting Standards HTML 34K 37: R25 Subsequent Events HTML 26K 38: R26 Organization and Basis of Presentation (Policies) HTML 72K 39: R27 Organization and Basis of Presentation (Tables) HTML 66K 40: R28 Business Combination (Tables) HTML 84K 41: R29 Revenue from Contract Customers (Tables) HTML 161K 42: R30 Inventories (Tables) HTML 44K 43: R31 Goodwill (Tables) HTML 33K 44: R32 Property and Equipment (Tables) HTML 45K 45: R33 Debt and Financing Obligations (Tables) HTML 70K 46: R34 Derivative Financial Instruments (Tables) HTML 181K 47: R35 Fair Value Measurements (Tables) HTML 122K 48: R36 Environmental Liabilities (Tables) HTML 71K 49: R37 Related Party Transactions (Tables) HTML 32K 50: R38 Partners' Equity and Cash Distributions (Tables) HTML 95K 51: R39 Segment Reporting (Tables) HTML 199K 52: R40 Net Income Per Common Limited Partner Unit HTML 266K (Tables) 53: R41 Changes in Accumulated Other Comprehensive Loss HTML 39K (Tables) 54: R42 Organization and Basis of Presentation (Details) HTML 69K 55: R43 Organization and Basis of Presentation - Risk, HTML 51K Impairment, etc. (Details) 56: R44 Business Combinations (Details) HTML 53K 57: R45 Business Combinations - Recognized Identified HTML 72K Assets Acquired and Liabilities Assumed (Details) 58: R46 Business Combinations - Adjustments to Goodwill HTML 49K (Details) 59: R47 Revenue from Contract Customers (Details) HTML 72K 60: R48 Inventories (Details) HTML 42K 61: R49 Goodwill (Details) HTML 37K 62: R50 Property and Equipment (Details) HTML 58K 63: R51 Debt and Financing Obligations - Credit Facility HTML 95K (Details) 64: R52 Debt and Financing Obligations - Deferred HTML 53K Financing Fees, Supplemental Cash Flow (Details) 65: R53 Debt and Financing Obligations - Notes (Details) HTML 28K 66: R54 Derivative Financial Instruments (Details) HTML 31K 67: R55 Derivative Financial Instruments - Hedges HTML 42K (Details) 68: R56 Derivative Financial Instruments - Not Designated HTML 29K (Details) 69: R57 Derivative Financial Instruments - Commodity HTML 48K Contracts, etc. (Details) 70: R58 Fair Value Measurements - Recurring (Details) HTML 68K 71: R59 Environmental Liabilities (Details) HTML 55K 72: R60 Related Party Transactions (Details) HTML 42K 73: R61 Partners' Equity, Allocations and Cash HTML 81K Distribution (Details) 74: R62 Partners' Equity, Allocations and Cash HTML 70K Distribution - Distributions paid and Preferred Units (Details) 75: R63 Segment Reporting (Details) HTML 69K 76: R64 Segment Reporting - Reconciliation (Details) HTML 72K 77: R65 Segment Reporting - Assets (Details) HTML 36K 78: R66 Net Income Per Common Limited Partner Unit HTML 96K (Details) 79: R67 Changes in Accumulated Other Comprehensive Loss HTML 34K (Details) 80: R68 Legal Proceedings (Details) HTML 25K 81: R69 Subsequent Events (Details) HTML 49K 84: XML IDEA XML File -- Filing Summary XML 152K 82: XML XBRL Instance -- glp-20220630x10q_htm XML 4.27M 83: EXCEL IDEA Workbook of Financial Reports XLSX 167K 9: EX-101.CAL XBRL Calculations -- glp-20220630_cal XML 197K 10: EX-101.DEF XBRL Definitions -- glp-20220630_def XML 984K 11: EX-101.LAB XBRL Labels -- glp-20220630_lab XML 1.32M 12: EX-101.PRE XBRL Presentations -- glp-20220630_pre XML 1.09M 8: EX-101.SCH XBRL Schema -- glp-20220630 XSD 194K 85: JSON XBRL Instance as JSON Data -- MetaLinks 396± 612K 86: ZIP XBRL Zipped Folder -- 0001558370-22-012388-xbrl Zip 506K
Exhibit 10.8
GLOBAL PARTNERS LP
LONG-TERM INCENTIVE PLAN
PERFORMANCE PHANTOM UNIT AWARD AGREEMENT
Grantee: ______________ (the “Grantee”)
Grant Date: __________________ (the “Grant Date”)
Vesting Commencement Date: ______________________ (the “Vesting Commencement Date”)
1. | Award. This Performance Phantom Unit Award Agreement (this “Agreement”) is entered into as of the Grant Date by and between Global GP LLC (“GPLLC”) and the Grantee. GPLLC hereby grants to you an award (this “Award”) of Phantom Units (the “Phantom Units”), consisting of a target number of __________________ (_________________) Phantom Units (the “Target Phantom Units”), subject to performance-based vesting under the Global Partners LP Long-Term Incentive Plan (as amended from time to time, the “Plan”) on the terms and conditions set forth herein and in the Plan, which is incorporated herein by reference as a part of this Agreement. This Award also includes a tandem grant of distribution equivalent rights with respect to the Phantom Units, as described in Section 5. Capitalized terms used in this Agreement but not defined herein are defined in the Plan and are used herein with the meanings ascribed to them in the Plan. |
2. | Vesting. |
3. | Events Occurring Prior to Vesting. Notwithstanding anything contained in Section 2 to the contrary, |
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For purposes of this Section 3, “employment with GPLLC” shall include being an Employee of, or a Consultant to, GPLLC or an Affiliate.
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In all respects, the definition of “Change in Control” shall be interpreted to comply with Section 409A(a)(2)(A)(v) of the Internal Revenue Code of 1986 (the “Code”) and any successor statute, and/or guidance thereunder, and the provisions of Treasury Regulation Section 1.409A and any successor regulation and guidance thereto; provided, however, an interpretation in compliance with Section 409A of the Code shall not expand the definition of Change in Control in any way or cause an acquisition by the Slifkas to result in a Change in Control.
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4. | Payments. As soon as administratively practicable following (a) the date that the Committee certifies the level of achievement with respect to the Performance Goal or (b) solely with respect to Phantom Units that become Earned Phantom Units pursuant to Section 3(e), the date of termination or Change in Control, as applicable, but in no event later than 60 days after the applicable date, you shall receive, in the sole discretion of the Committee, for each Earned Phantom Unit for which the Service Requirement has been satisfied either (i) one Unit or (ii) an amount in cash equal to the Fair Market Value of one Unit on the payment date; provided, however, that if there is more than one Earned Phantom Unit for which the Service Requirement has been satisfied at the same time, the Committee, in its sole discretion, may elect to pay such Earned Phantom Units in Units, cash or any combination thereof. Notwithstanding the foregoing, any fractional Earned Phantom Unit for which the Service Requirement is satisfied hereunder shall be rounded down at the time that Units are issued or cash is paid, as applicable, in settlement of such Earned Phantom Unit. |
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Similarly, upon the forfeiture of a Phantom Unit, the DER (and the DER Account) with respect to such forfeited Phantom Unit shall also be forfeited. DERs shall not entitle the Grantee to any payments relating to distributions paid after the earlier to occur of the date that the applicable Earned Phantom Unit is settled in accordance with Section 4 or the forfeiture of the Phantom Unit underlying such DER. Payments with respect to vested DERs shall be made as soon as practicable, and within 60 days, after the date that such DER vests. The Grantee shall not be entitled to receive any interest with respect to the payment of DERs |
6. | Limitations Upon Transfer. All rights under this Agreement shall belong to you alone and may not be transferred, assigned, pledged, or hypothecated by you in any way (whether by operation of law or otherwise), other than by will or the laws of descent and distribution and shall not be subject to execution, attachment, or similar process. Upon any attempt by you to transfer, assign, pledge, hypothecate, or otherwise dispose of such rights contrary to the provisions in this Agreement or the Plan, or upon the levy of any attachment or similar process upon such rights, such rights shall immediately become null and void. |
7. | Restrictions. By accepting this grant, you agree that any Units that you may acquire upon payment of this Award will not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws. You also agree that (i) the certificates representing the Units acquired under this Award may bear such legend or legends as the Committee deems appropriate in order to assure compliance with applicable securities laws, (ii) GPLLC may refuse to register the transfer of the Units to be acquired under this Award on the transfer records of the Partnership if such proposed transfer would in the opinion of counsel satisfactory to the Partnership constitute a violation of any applicable securities law, and (iii) the Partnership may give related instructions to its transfer agent, if any, to stop registration of the transfer of the Units to be acquired under this Award. |
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obligation, then you must pay to GPLLC or the Affiliate, in cash, the amount of that deficiency immediately upon GPLLC’s or the Affiliate’s request. |
9. | Rights as Unitholder. You, or your executor, administrator, heirs, or legatees shall have the right to vote and receive distributions on Units and all the other privileges of a unitholder of the Partnership only from the date of issuance of a Unit certificate in your name representing payment of a vested Phantom Unit. |
10. | Insider Trading Policy. The terms of Partnership’s Insider Trading Policy (the “Policy”) with respect to Units are incorporated herein by reference. The timing of the delivery of any Units pursuant to a vested Phantom Unit shall be subject to and comply with such Policy. |
11. | Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successor or successors of GPLLC and upon any person lawfully claiming under you. |
12. | Entire Agreement. Except as modified by, and subject to the terms of, any written employment, severance or change of control agreement between us or between you and an Affiliate, the Plan and this Agreement constitute the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties, and agreements between the parties with respect to the Phantom Units granted hereby; provided, however, that this Agreement is in addition to and does not supersede or replace any prior or contemporaneous agreement between you and GPLLC, the Partnership, or any of their Affiliates relating to confidentiality, non-disclosure, non-competition, or non-solicitation. |
13. | Modifications. Except as provided below, any modification of this Agreement shall be effective only if it is in writing and signed by both you and an authorized officer of GPLLC. |
14. | Conflicts and Governing Law. In the event of any conflict between the terms of this Agreement and the Plan, the Plan shall control. In the event of any conflict between the terms of this Agreement and any written employment, severance or change of control agreement between us or between you and an Affiliate, the written employment, severance or change of control agreement shall control. Capitalized terms used in this Agreement but not defined herein shall have the meanings ascribed to such terms in the Plan, unless the context requires otherwise. This grant shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of laws principles thereof. |
15. | Clawback. Notwithstanding any provision in the this Agreement or the Plan to the contrary, to the extent required by (a) applicable law, including, without limitation, the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, any Securities and Exchange Commission rule or any applicable securities exchange listing standards and/or (b) any policy that may be adopted or amended by the Board from time to time to the extent necessary to comply with such law(s), rules or standards, all Units issued hereunder shall be subject to forfeiture, repurchase, recoupment and/or cancellation to the extent necessary to comply with such law(s) and/or policy. |
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[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement and this Agreement shall be effective as provided herein.
By:
Name:
Title:
GRANTEE
By:
Name:
[Signature Page to Phantom Unit Award Agreement]
EXHIBIT A
Performance Goal
The performance goal for the Phantom Units shall be based on the Partnership’s DCF (as defined below) during the Performance Period. The Committee, in its sole discretion, shall have final authority to make factual determinations, interpret any ambiguities and resolve any and all issues with respect to DCF performance goal.
General
You will earn a number of Phantom Units (i.e., the Earned Phantom Units) as determined in accordance with the table below. The Committee, in its sole discretion, will review, analyze and certify the Partnership’s DCF during the Performance Period, and will determine the number of Earned Phantom Units in accordance with the terms of this Agreement and the Plan.
Calculation
The Partnership’s DCF will be calculated based on the aggregate results of three separate one-year subperiods during the Performance Period, specifically (1) _____________ through ______________ (“Year 1”), (2) __________________ through ____________ (“Year 2”) and (3) _____________ through _____________________ (“Year 3”).
For purposes of the foregoing, “DCF” means, for a given measurement period, the sum of net income plus depreciation and amortization, in each case calculated in accordance with United States generally accepted accounting principles consistently applied, minus capital expenditures to repair or replace partially or fully depreciated assets to maintain the operating capacity of or sales and revenues generated by existing assets of the Partnership and its subsidiaries or to extend the useful lives of such assets, as adjusted to eliminate items approved by the Audit Committee of the Board that are extraordinary or non-recurring in nature and that would otherwise increase distributable cash flow. Solely for purposes of this Agreement, DCF may be adjusted to eliminate or add items that are extraordinary or non-recurring as determined in the Committee’s discretion.
The Committee will calculate the Partnership’s DCF for each of Year 1, Year 2 and Year 3 and, based on the aggregate results for such years, the number of Earned Phantom Units will be determined based on the following table:
Aggregate DCF (% of Target) | Aggregate DCF ($000) | Earned Phantom Units (% of Target Phantom Units)(1) |
| | 200% |
| | |
100% | | 100% |
| | |
| | |
Less than __% | | 0% |
(1)The percentage of Target Phantom Units that become Earned Phantom Units for performance between two of the achievement levels shown in the table shall be calculated using linear interpolation.
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This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 8/5/22 | 4, 8-K | ||
For Period end: | 6/30/22 | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/29/24 Global Partners LP 10-K 12/31/23 139:23M Toppan Merrill Bridge/FA 2/27/23 Global Partners LP 10-K 12/31/22 136:23M Toppan Merrill Bridge/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/13/22 Global Partners LP 8-K:5,9 6/08/22 17:35M Toppan Merrill/FA 1/31/22 Global Partners LP 8-K:2,9 1/25/22 12:763K Toppan Merrill/FA 3/24/21 Global Partners LP 8-K:3,5,9 3/24/21 14:1.2M Toppan Merrill/FA 12/16/20 Global Partners LP S-4 11:1.3M Toppan Merrill/FA 10/08/20 Global Partners LP 8-K:1,2,9 10/07/20 13:1.4M Toppan Merrill/FA 7/31/19 Global Partners LP 8-K:1,2,8,9 7/31/19 4:1.4M Toppan Merrill/FA 5/10/05 Global Partners LP S-1 5/09/05 5:1.9M Toppan Merrill-FA |