UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 30, 2010

 

 

NuStar GP Holdings, LLC

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-32940   85-0470977

State or other jurisdiction

Of incorporation

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

2330 North Loop 1604 West

San Antonio, Texas

  78248
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (210) 918-2000

 

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Non-employee Directors

In accordance with compensation arrangements described in NuStar GP Holdings, LLC’s (the “Company”) proxy statement filed March 18, 2008 and its Current Reports on Form 8-K filed July 31, 2008 and August 5, 2009, effective on December 30, 2010, each non-employee director on the Board of Directors of the Company is granted restricted units of NuStar GP Holdings, LLC (“Restricted Units”) with an aggregate value of $50,000 for each director other than the Chairman of the Board, who is granted restricted units of NuStar Energy L.P. with an aggregate value of $75,000 (in each case, calculated using the closing price of the Company’s common units on the New York Stock Exchange on the effective date). The Restricted Units were granted pursuant to the Company’s 2006 Amended and Restated Long-Term Incentive Plan (the “Plan”). The Restricted Units vest in annual one-third increments beginning on the first anniversary of the grant date.

Named Executive Officers

The Compensation Committee of the Board approved certain long-term incentive awards for its named executive officers and certain key employees, effective on December 30, 2010.

Restricted units . Restricted units of the Company were issued to named executive officers of the Company in the quantities listed below. The Restricted Units were granted pursuant to the Plan. The Restricted Units will vest in annual one-fifth increments beginning on the first anniversary of the grant date. The Restricted Units are subject to forfeiture prior to vesting per the terms of the Plan.

 

Named Executive Officer

   Restricted Units  

Curtis V. Anastasio, Chief Executive Officer

     6,500   

Steven A. Blank, Senior Vice President, Chief Financial Officer and Treasurer

     2,560   

Bradley C. Barron, Senior Vice President and General Counsel

     2,050   

Thomas R. Shoaf, Vice President and Controller

     1,000   

Note: The forms of agreements filed as exhibits to this Current Report, together with the Plan and the disclosures stated above, contain the material terms and conditions for participation in the compensation arrangements described in this Item. In reliance on Instruction 1 to Item 601(b)(10) of Regulation S-K, the Company is not filing each individual’s personal arrangement under the plans.

 

Item 9.01. Financial Statements and Exhibits.

 

      (d)   Exhibits
  10.01   NuStar GP Holdings, LLC’s 2006 Amended and Restated Long-Term Incentive Plan, incorporated by reference to Exhibit 10.04 to NuStar GP Holdings, LLC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.
*10.02   Form of 2010 Non-employee Director Restricted Unit Agreement under the NuStar GP Holdings, LLC 2006 Amended and Restated Long-Term Incentive Plan.
*10.03   Form of 2010 Restricted Unit Award Agreement under the NuStar GP Holdings, LLC 2006 Amended and Restated Long-Term Incentive Plan.

 

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    NuStar GP Holdings, LLC
Date: January 5, 2011     By:  

/s/ Amy L. Perry

    Name:   Amy L. Perry
    Title:   Corporate Secretary

EXHIBIT INDEX

 

Exhibit Number

  

EXHIBIT

  Exhibit 10.01    NuStar GP Holdings, LLC’s 2006 Amended and Restated Long-Term Incentive Plan, incorporated by reference to Exhibit 10.04 to NuStar GP Holdings, LLC’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.
*Exhibit 10.02    Form of 2010 Non-employee Director Restricted Unit Agreement under the NuStar GP Holdings, LLC 2006 Amended and Restated Long-Term Incentive Plan.
*Exhibit 10.03    Form of 2010 Restricted Unit Award Agreement under the NuStar GP Holdings, LLC 2006 Amended and Restated Long-Term Incentive Plan.

 

* Filed herewith

Exhibit 10.02

Non-Employee Director

AWARD AGREEMENT

This Restricted Unit agreement (“Agreement”), effective as of December 30, 2010 (“Grant Date”), is between NuStar GP, LLC (the “Company”) and [insert name] (“Participant”), a participant in the NuStar GP Holdings, LLC Long-Term Incentive Plan (the “Plan”). All capitalized terms contained in this Award shall have the same definitions as are set forth in the Plan unless otherwise defined herein. The terms of this grant are set forth below.

 

1. The Compensation Committee of the Board of Directors of the Company hereby grants to Participant 1,368 Restricted Units under the Plan. A “Restricted Unit” is a phantom unit that is equivalent in value to a common unit of the Company (“Common Unit”). In addition, a Restricted Unit represents the right to receive, upon vesting as provided below, a Common Unit.

 

2. The Restricted Units granted hereunder are subject to the following Restricted Periods, and will vest and accrue to Participant in the following increments:

 

456 Units on    December 30, 2011
456 Units on    December 30, 2012
456 Units on    December 30, 2013

The Restricted Units may vest prior to the expiration of such period as set forth in the Plan. Upon the vesting of each Restricted Unit awarded under this Agreement, Participant will be entitled to receive an unrestricted Common Unit.

 

3. Participant agrees that the unrestricted Common Units to which Participant will be entitled in connection with the vesting of each Restricted Unit may be issued in uncertificated form with the Company’s service provider.

 

4. Restricted Units are granted hereunder in tandem with an equal number of distribution equivalent rights (“DERs”). A DER is a right to receive an amount in cash from the Company or its designee equal to the distributions made by MLP with respect to an MLP Common Unit during the period that ends upon vesting of the tandem Restricted Unit or its forfeiture pursuant to Section 6.2 (ii) of the Plan. DERs with respect to the Restricted Units will be paid to Participant in cash as of each record payment date during the period such Restricted Units are outstanding. The DERs are subject to the same restrictions as the Restricted Units.

 

5. The Company will withhold any taxes due from Participant’s grant as required by law, which, in the sole discretion of the Compensation Committee, may include withholding a number of Restricted Units otherwise payable to Participant.

 

6. By accepting this Award, Participant hereby accepts and agrees to be bound by all of the terms, provisions, conditions, and limitations of the Plan and any subsequent amendment or amendments thereto, as if it had been set forth verbatim in this Award.

 

7. This Award shall be binding upon the parties hereto and their respective heirs, legal representatives, and successors.

 

8.

In compliance with Section 409A of the Internal Revenue Code, the issuance of Units under this Award shall be made on or as soon as reasonably practical following the applicable date of vesting, but in any event no later than the 15 th day of the third month following the end of the year in which the applicable date of vesting occurs. With respect to the DERs, the payment of distributions shall be made by the last day of the fiscal quarter during which distributions on the Company’s Units are paid, but in any event by no later than the 15 th day of the month following the end of the year in which the applicable distributions on the Company’s Units are paid. This Agreement and the Award evidenced hereby are intended to comply, and shall be administered consistently in all respects with Section 409A of the Internal Revenue Code and the regulations promulgated thereunder. If necessary in order to ensure such compliance, this Agreement may be reformed consistent with guidance issued by the Internal Revenue Service.

 

9. The validity, construction and effect of this Agreement shall be determined in accordance with the laws of the State of Texas.

 

10. Neither Participant nor any person claiming by, through or under Participant with respect to the Restricted Units shall have any rights as a unitholder of the Company (including, without limitation, voting rights).

 

11. The Agreement and Participant’s interest in the Restricted Units granted by this Agreement are of a personal nature, and, except as expressly provided in the Agreement or the Plan, Participant’s rights with respect thereto may not be sold, mortgaged, pledged, assigned, transferred, conveyed or disposed of in any manner by Participant. Any such attempted sale, mortgage, pledge, assignment, transfer, conveyance or disposition shall be void, and the Company shall not be bound thereby.

 

12. This Agreement may be executed in counterparts in one or more counterparts, each of which will be deemed an original and part of one and the same document.

 

NUSTAR GP HOLDINGS, LLC
By:  

 

  Curtis V Anastasio
  President & Chief Executive Officer

 

Accepted:

 

[insert name]
Date:                     

Exhibit 10.03

[RESTRICTED/PHANTOM] UNIT AWARD AGREEMENT

This [Restricted/Phantom] Unit award agreement (“Agreement”), effective as of the date set forth at the end of this Agreement (“Grant Date”), is between NuStar GP Holdings, LLC (the “Company”) and «First_Name» «Middle_Name» «Last_Name» (“Participant”), a participant in the NuStar GP Holdings, LLC Long-Term Incentive Plan (the “Plan”). All capitalized terms contained in this Award shall have the same definitions as are set forth in the Plan unless otherwise defined herein. The terms of this grant are set forth below.

 

1. Participant is awarded «Shares_Granted» [Restricted/Phantom] Units under the Plan. [Restricted/Phantom] Units are granted hereunder in tandem with an equal number of UDRs.

 

2. The [Restricted/Phantom] Units granted hereunder are subject to the following Restricted Periods, and will vest and accrue to Participant in the following increments: «Shares_Period_1» Units on «Vest_Date_Period_1» ; «Shares_Period_2» Units on «Vest_Date_Period_2» ; «Shares_Period_3» Units on «Vest_Date_Period_3»; «Shares_Period_4» Units on «Vest_Date_Period_4»; and «Shares_Period_5» Units on «Vest_Date_Period_5» . The [Restricted/Phantom] Units may vest prior to the expiration of such period as set forth in the Plan. Upon the vesting of each [Restricted/Phantom] Unit awarded under this Agreement, Participant will be entitled to receive an unrestricted common Unit of the Company.

 

3. Participant agrees that the unrestricted common Units to which Participant will be entitled in connection with the vesting of each [Restricted/Phantom] Unit may be issued in uncertificated form and held in journal entry form with the Company’s service provider.

 

4. UDRs with respect to the [Restricted/Phantom] Units will be paid to Participant in cash as of each record payment date during the period such [Restricted/Phantom] Units are outstanding. UDRs are subject to the same restrictions as the [Restricted/Phantom] Units.

 

5.

The issuance of Units under this Award shall be made on or as soon as reasonably practical following the applicable date of vesting, but in any event no later than the 15 th day of the third month following the end of the year in which the applicable date of vesting occurs. With respect to the UDRs, the cash payment made in accordance therewith shall be made by the last day of the fiscal quarter during which cash distributions are made by the Partnership, but in any event by no later than the 15 th day of the third month following the end of the year in which the applicable cash distributions are made by the Partnership. This Agreement and the award evidenced hereby are intended to comply, and shall be administered consistently, in all respects with Section 409A of the Internal Revenue Code and the regulations promulgated thereunder. If necessary in order to ensure such compliance, this Agreement may be reformed consistent with guidance issued by the Internal Revenue Service.

 

6. If Participant’s employment is terminated because of retirement, death or disability, any [Restricted/Phantom] Units held by such Participant that remain unvested as of the date of retirement, death or disability shall immediately vest and become non-forfeitable as of such date.

 

7. The Company will withhold any taxes due from Participant’s grant as required by law, which, in the sole discretion of the Company, may include withholding a number of [Restricted/Phantom] Units otherwise payable to Participant.

 

8. By accepting this Award, Participant hereby accept and agree to be bound by all of the terms, provisions, conditions, and limitations of the Plan, and any subsequent amendment or amendments thereto, as if it had been set forth verbatim in this Award.

 

9. This Award shall be binding upon the parties hereto and their respective heirs, legal representatives, and successors.

 

10. This Award is effective as of «Option_Date».

 

11. The validity, construction and effect of this Agreement shall be determined by the laws of the State of Texas.

 

12. Neither Participant nor any person claiming by, through or under Participant with respect to the [Restricted/Phantom] Units shall have any rights as a unitholder of the Company (including, without limitation, voting rights).

 

13.

The Agreement and Participant’s interest in the [Restricted/Phantom] Units granted by this Agreement are of a personal nature and, except as expressly provided in the Agreement or the Plan, Participant’s rights with respect thereto may not be sold, mortgaged, pledged,

 

assigned, transferred, conveyed or disposed of or any manner by Participant. Any such attempted sale, mortgage, pledge, assignment, transfer, conveyance or disposition shall be void, and the Company shall not be bound thereby.

 

NUSTAR GP HOLDINGS, LLC
By:  

LOGO

  Curtis V Anastasio
  President & Chief Executive Officer

 

Accepted:

 

«First_Name» «Middle_Name» «Last_Name»
«Option_Date»