USA Compression Partners LP
For the period ended Sep 30, 2024. Filed Nov 5, 2024.
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Sep 30, 2024 · Filed Nov 5, 2024
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ITEM 5. Other Information
In connection with our recent announcement of the implementation of an Energy Transfer LP shared services model, including with respect to Human Resources, and the impact of such announcement on his current role, Sean T. Kimble, our Vice President, Human Resources, and the Partnership mutually determined that it would be in the best interest of the Partnership and Mr. Kimble to terminate his employment with the Partnership. As such, on October 31, 2024, the Partnership issued a letter, pursuant to Section 6(b) of his employment agreement with a subsidiary of our General Partner, dated July 1, 2016 (the“Kimble Employment Agreement”) informing Mr. Kimble that his employment was being terminated effective as of December 6, 2024. In that letter, the Partnership expressed its appreciation to Mr. Kimble for his years of dedicated service and significant contributions to the Partnership and wished him well in his future endeavors.
In connection with Mr. Kimble’s departure, Mr. Kimble and the Partnership intend to enter into a Restrictive Covenant and Separation Agreement and Full Release of Claims (the“Kimble Separation Agreement”). The Kimble Separation Agreement will become effective after execution and the expiration of a seven (7) day revocation period. The Kimble Separation Agreement will provide for the following: (i) a separation payment of $972,088 (the“Separation Payment”), less all required governmental payroll deductions and withholdings, which amount primarily consists of amounts owed to Mr. Kimble pursuant to the Kimble Employment Agreement; (ii) earned but unused paid time off as of December 6, 2024; and (iii) a lump-sum payment equal to the full cost of the premium for twenty-four (24) months of health insurance coverage under the Partnership’s health insurance plan.
The Kimble Separation Agreement will include, among other things, (i) a standard release of claims in favor of our General Partner, its parent entities, specifically including Energy Transfer, and their respective past and present subsidiaries, affiliates, partners, directors, officers, owners, shareholders, employees, benefit plans, benefit plan fiduciaries, predecessors, joint employers, successor employers and agents; (ii) a restrictive covenant provision whereby Mr. Kimble acknowledges obligations with respect to competition and solicitation of customers and employees; (iii) a mutual non-disparagement clause (applicable to officers and directors of the General Partner); (iv) a confirmation and acknowledgement by Mr. Kimble of his obligations with respect to proprietary and confidential information; and (v) a (24) twenty-four-month cooperation clause.
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