Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 9, 2020, Levent Caglar resigned from his position as Vice President,
North America Sales, Compression Services of CSI Compressco GP Inc. (the
"General Partner"), the general partner of CSI Compressco LP (the
"Partnership"). Mr. Caglar will remain an employee of the General Partner for a
brief period of time to transition his responsibilities to his successor.
In connection with his resignation, Mr. Caglar and the Company have entered into
a Separation and Release Agreement (the "Separation Agreement") dated January
10, 2020 pursuant to which Mr. Caglar will remain employed by the Company and
provide transition services through February 24, 2020. The Separation Agreement
contains a confidentiality provision and imposes other covenants and obligations
on Mr. Caglar that are applicable before and after his effective separation
date. In addition, subject to the terms and conditions set forth in the
Separation Agreement, including Mr. Caglar's execution and delivery of release
agreements and compliance with certain covenants and obligations, Mr. Caglar
will receive payments totaling up to $220,500, no later than July 3, 2020 (the
"Separation Payments"). Mr. Caglar will also receive continued contributions
from the Company for a portion of the premiums that would otherwise be required
from Mr. Caglar to continue to receive coverage for medical, prescription, and
dental benefits under the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended, for a period ending on the date that is two (2) months
following his effective separation date. In the event Mr. Caglar does not comply
with certain ongoing covenants and obligations, the Company will not be required
to pay him the Separation Payments or, to the extent such payments have been
made, Mr. Caglar will be required to repay any such Separation Payments to the
Company. The Separation Agreement includes a general release and contemplates
the execution of a subsequent release agreement by Mr. Caglar upon the
conclusion of his employment.
The foregoing description of the Separation Agreement is a summary only and is
qualified in its entirety by reference to the full text of the Separation
Agreement, a copy of which will be filed as an Exhibit to the Partnership's
Quarterly Report on Form 10-Q for the quarter ending March 31, 2020.
Item 7.01. Regulation FD Disclosures.
On January 10, 2020, Matthew B. Pitcock was appointed Vice President North
America Sales, Compression Services of the General Partner as successor to Mr.
Caglar. Mr. Pitcock, 37, previously served as a Regional Sales Manager for the
Permian Basin, the Partnership's largest area of assets, revenue generation and
customer concentration. Mr. Pitcock returned to work for the General Partner in
2014 after serving for two years as a Category Management Advisor (Compression)
at Devon Energy. In 2006, Mr. Pitcock joined the Account Manager Training
Program of Compressor Systems Inc., which was acquired by the Partnership in
2014. He continued to serve in several sales leadership roles with increasing
responsibilities for Compressor Systems through 2012. Mr. Pitcock received his
B.B.A. in Management from Angelo State University in 2004 and his M.B.A from
Oklahoma Christian University in 2012.
The information furnished in this Item 7.01 to this Current Report shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that section, nor
shall such information be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, except as shall be expressly set forth
by specific reference in such filing.
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