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): October 26, 2016

 

 

CEDAR FAIR, L.P.

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   1-9444   34-1560655

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

One Cedar Point Drive, Sandusky, Ohio   44870-5259
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (419) 626-0830

N.A.

(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 ( see General Instruction A.2. below):

 

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.

On October 26, 2016, the Board of Directors of Cedar Fair Management, Inc., the general partner of Cedar Fair, L.P. (“Cedar Fair” or the “Partnership”), approved forms of award agreements for restricted unit awards and performance awards under the Partnership’s 2016 Omnibus Incentive Plan (the “Plan”), which Plan was previously approved by the Partnership’s unitholders on June 8, 2016.

The forms of award agreements to be used in connection with awards of restricted units and performance awards under the Plan are filed as exhibits to this Current Report on Form 8-K, and are incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit (10.1)   2016 Omnibus Incentive Plan Form of Restricted Unit Award Agreement.
Exhibit (10.2)   2016 Omnibus Incentive Plan Form of Performance Award Agreement.


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.

 

    CEDAR FAIR, L.P.
    By: Cedar Fair Management, Inc., General Partner
Date: October 26, 2016     By:  

/s/ Brian C. Witherow

      Brian C. Witherow
      Executive Vice President and
      Chief Financial Officer


INDEX TO EXHIBITS

 

Exhibit (10.1)   2016 Omnibus Incentive Plan Form of Restricted Unit Award Agreement.
Exhibit (10.2)   2016 Omnibus Incentive Plan Form of Performance Award Agreement.

Exhibit 10.1

CEDAR FAIR, L.P. 2016 OMNIBUS INCENTIVE PLAN

RESTRICTED UNIT AWARD AGREEMENT

This Restricted Unit Award Agreement (“ Agreement ”) is made pursuant to the terms and conditions of the Cedar Fair, L.P. 2016 Omnibus Incentive Plan (the “ Plan ”), including (without limitation) Article VIII, the provisions of which are incorporated into this Agreement by reference. Capitalized terms used herein shall have the meanings ascribed to them in the Plan, unless indicated otherwise.

 

PARTICIPANT NAME:

  

 

 

GRANT DATE:

  

 

 

NUMBER OF RESTRICTED UNITS GRANTED:

  

 

RESTRICTED PERIODS: (individually referred to herein as the “ Restricted Period ”)

             of the total number of units granted shall be restricted for the period commencing on                      through                 .

             of the total number of units granted shall be restricted for the period commencing on                          through             .

             of the total number of units granted shall be restricted for the period commencing on                          through             .

1.      Restricted Unit Award In General .  Participant’s Restricted Unit Award (the “Award” ) of              Restricted Units is subject to Participant’s continuous employment by the Company or an Affiliate throughout the Restricted Period. Distribution Equivalents on the Restricted Units shall be accumulated until the lapse of the Restricted Period, if and to the extent the Company makes distributions on its Units during the Restricted Period, and shall be paid pursuant to the provisions of Section 3 hereof in the same form as accrued. During the Restricted Period, the Participant shall have the right to vote such Restricted Units, but the Participant shall not have the right to receive any payments or distributions with respect to such Restricted Units, and the Participant may not sell, transfer, pledge, or assign such Restricted Units.

2.      Forfeiture .  The Restricted Units shall be automatically forfeited if the Participant ceases to be employed by the Company or an Affiliate at any time during the Restricted Period, except as provided in a separate employment agreement with the Participant, or as provided in Section 5, or as provided in Section 3 of this Agreement if the Participant incurs a Separation from Service due to death, Disability, or Retirement during the Restricted Period.

3.      Lapse of Restriction . The employment restriction on the Restricted Units shall lapse upon the Participant’s completion of continuous employment throughout the Restricted Period, and the Restricted Units shall thereupon become unrestricted Units. All Distribution


Equivalents on the Restricted Units accumulated during the Restricted Period shall be paid in a lump sum promptly upon the lapse of the Restricted Period (but in any case no later than two and one-half (2-1/2) months after the end of the Participant’s employing entity’s fiscal year that coincides with or immediately follows the end of the Restricted Period).

If a Participant dies or incurs a Disability during employment and prior to the end of the Restricted Period that results in a Separation from Service, the employment restriction on the Restricted Units shall lapse, the Restricted Units shall thereupon become unrestricted Units, and all Distribution Equivalents accumulated through the date the restrictions lapse shall be paid in a lump sum to the Participant (or the Participant’s estate) within ninety (90) days of the Participant’s death or Disability; provided that if the ninety- (90-) day period begins in one calendar year and ends in another, neither the Participant nor any beneficiary of a Participant shall have the right to designate the calendar year of payment.

If a Participant incurs a Separation from Service due to Retirement prior to the expiration of the Restricted Period, the employment restriction on the Restricted Units shall lapse, the Restricted Units shall thereupon become unrestricted Units, and all Distribution Equivalents accumulated through the date the restrictions lapse shall be paid in a lump sum to the Participant within ninety (90) days of the date of the Participant’s Separation from Service due to Retirement; provided that any payment to a Specified Employee upon a Retirement (which is a Separation from Service) that is “nonqualified deferred compensation” within the meaning of Section 409A shall not be paid until the thirty- (30-) day period commencing with the first day of the seventh month following the month of the Specified Employee’s Separation from Service (provided that if such thirty- (30-) day period begins in one calendar year and ends in another, the Specified Employee shall not have the right to designate the calendar year of payment).

Except in the case of death, Disability, and Retirement, and as permitted by Section 409A and the Plan (including Section 13.1(b) of the Plan), no payment shall be accelerated.

4. Tax Matters and Withholding . To the extent permitted by applicable securities laws, the Company, the Participant’s employer or their agent(s) shall withhold all required local, state, federal, and other taxes and any other amount required to be withheld by any governmental authority or law from the Units issued pursuant to the Award, and Units issued hereunder shall be retained by, surrendered back to or reacquired by the Company or an Affiliate as necessary in order to accomplish the foregoing, with the number of unrestricted Units to be delivered after the expiration of the Restricted Period being reduced accordingly. The number of Units to be withheld shall have a Fair Market Value equal to the amount required to be withheld as of the date that the amount is withheld. The Participant will execute such other documentation as may be necessary or appropriate to accomplish the foregoing. Prior to such withholding, in accordance with procedures established by or agreement of the Committee or the Participant’s employer, the Participant may arrange to pay all applicable withholdings in cash on the due date of such withholdings. To the extent applicable law does not permit the withholding of Units, the Participant shall pay all applicable withholdings in cash on the due date of such withholdings.

5. Priority of Agreements . In the event of a Change in Control (as such term is defined the Plan), the terms of Section 13 of the Plan shall govern and control over any conflicting term of this Agreement. However, if Participant is party to an employment

 

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agreement with the Company and there is a conflict between the terms of that employment agreement and the terms of this Agreement or the Plan, then the terms of the employment agreement control.

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IN WITNESS WHEREOF, Magnum Management Corporation, a subsidiary of Cedar Fair, L.P., has caused this Agreement to be executed by its duly authorized officer, and the Participant has executed this Agreement in acceptance thereof.

 

MAGNUM MANAGEMENT CORPORATION
By:  

 

Title:  

 

Date:  

 

PARTICIPANT
Signature:  

 

Printed Name:  

 

Date:  

 

 

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Exhibit 10.2

CEDAR FAIR, L.P. 2016 OMNIBUS INCENTIVE PLAN

PERFORMANCE AWARD AGREEMENT

This Performance Award Agreement (“ Agreement ”) is made pursuant to the terms and conditions of the Cedar Fair, L.P. 2016 Omnibus Incentive Plan (the “ Plan ”), including (without limitation) Article IX, the provisions of which are incorporated into this Agreement by reference. Capitalized terms used herein shall have the meanings used in the Plan, unless indicated otherwise.

 

PARTICIPANT:  

 

  
PERFORMANCE PERIOD:  

 

  
DATE OF GRANT OF PERFORMANCE AWARD BY COMMITTEE:  

 

  
TARGET NUMBER OF POTENTIAL PERFORMANCE UNITS:  

 

  
MAXIMUM NUMBER OF POTENTIAL PERFORMANCE UNITS:  

 

  

PERFORMANCE OBJECTIVES: As specified on Exhibit A

 

EMPLOYMENT REQUIREMENT:   Continuous employment with the Company or an Affiliate through the Payment Date, as specified in Section 2 below.

1.      Performance Award in General .  Participant shall be eligible to receive up to                      % of the target number of potential Performance Units specified above for the Performance Period, as determined and adjusted pursuant to Exhibit A; provided that (i) the number of Performance Units to be paid will depend on the level of attainment of the performance objectives set forth on Exhibit A as determined by the Committee following the end of the Performance Period, and (ii) Participant must remain in the continuous employment with the Company or an Affiliate through the Payment Date as defined in and subject to Section 2 of this Agreement.

2.      Payment Date . If the performance objectives set forth on Exhibit A are achieved during the Performance Period, any Performance Units that become payable under Section 1 plus Distribution Equivalents, on such number of Performance Units that become payable, if and to the extent the Company makes distributions on its Units after the grant date and prior to payment of the Performance Units (which for purposes of this agreement shall be deemed to have been reinvested), shall be paid in a lump sum in Units in the first ninety (90) days of                  ; provided that any payment to a Specified Employee upon a Separation from Service (including Retirement) shall only be paid in accordance with Section 9.6 of the Plan (the actual date of payment is referred to herein as the “ Payment Date ”); and provided, further, that the Participant must be continuously employed by the Company or an Affiliate throughout the Performance Period and from the last day of the Performance Period through the Payment Date or will forfeit his entire Performance Award, except as described in the following paragraph, Section 4, or as provided in Section 13.1 of the Plan.


If the performance objectives set forth on Exhibit A are achieved and the Participant dies or incurs a Separation from Service due to Disability prior to the Payment Date specified in the preceding paragraph, the Participant (or the Participant’s estate) shall receive payments on the Payment Date as provided in the preceding paragraph as if the Participant were employed by the Company or an Affiliate on the relevant Payment Date; provided, however, that any such payments will be prorated as of the date of death or Separation of Service due to Disability if the death or Separation of Service due to Disability occurs during the Performance Period. If the performance objectives set forth on Exhibit A are achieved and the Participant Retires (and incurs a Separation from Service) prior to the Payment Date, the Performance Award shall be paid on the Payment Date as provided in the preceding paragraph (including that any payment to a Specified Employee upon a Separation from Service (including Retirement) shall only be paid after a six- (6-) month period following such Participant’s Separation from Service); provided, however, that any such payments will be prorated as of the date of Separation of Service due to Retirement if the Separation of Service due to Retirement occurs during the Performance Period.

Except as permitted by Section 409A (including Section 13.1(c) of the Plan), no payment shall be accelerated. If the Performance Award becomes payable under Section 13.1(c) of the Plan, payment will be at the target number of potential Performance Units.

3.      Tax Matters and Withholding . To the extent permitted by applicable securities laws, the Company, the Participant’s employer or their agent(s) shall withhold all required local, state, federal, and other taxes and any other amount required to be withheld by any governmental authority or law from the Units issued pursuant to the Award, and Units issued hereunder shall be retained by, surrendered back to or reacquired by the Company or an Affiliate as necessary in order to accomplish the foregoing, with the number of Performance Units to be delivered after the completion of the Performance Period being reduced accordingly. The number of Units to be withheld shall have a Fair Market Value equal to the amount required to be withheld as of the date that the amount is withheld. The Participant will execute such other documentation as may be necessary or appropriate to accomplish the foregoing. Prior to such withholding, in accordance with procedures established by or agreement of the Committee or the Participant’s employer, the Participant may arrange to pay all applicable withholdings in cash on the due date of such withholdings. To the extent applicable law does not permit the withholding of Units, the Participant shall pay all applicable withholdings in cash on the due date of such withholdings.

4.      Priority of Agreements . In the event of a Change in Control (as such term is defined the Plan), the terms of Section 13 of the Plan shall govern and control over any conflicting term of this Agreement. However, if Participant is party to an employment agreement with the Company and there is a conflict between the terms of that employment agreement and the terms of this Agreement or the Plan, then the terms of the employment agreement control.

********

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IN WITNESS WHEREOF, Magnum Management Corporation, a subsidiary of Cedar Fair, L.P., has caused this Agreement to be executed by its duly authorized officer and the Participant has executed this Agreement as of the day and year below written.

 

MAGNUM MANAGEMENT CORPORATION
By:  

 

Title:  

 

Date:  

 

PARTICIPANT:
Signature:  

 

Printed Name:  

 

Date:  

 

 

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