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FUN » Topics » Amendment and Restatement of Employment Agreements

This excerpt taken from the FUN 8-K filed Jul 24, 2007.

Amendment and Restatement of Employment Agreements

On July 20, 2007, Cedar Fair entered into amended and restated employment agreements with Richard L. Kinzel, its chairman, president and chief Executive officer, Jacob T. Falfas, its chief operating officer, and Peter J. Crage, its chief financial officer. These agreements amend

and supercede the previous employment agreements between Cedar Fair and the executive officers that were entered into on December 12, 2006. The amended and restated employment agreements were updated to comply with Section 409A of the Code and to include change in control provisions with a related tax gross-up. Due to the change in control provisions in the employment agreements, these executive officers will not participate in the Cedar Fair, L.P. Amended and Restated Change of Control Plan discussed above. Except with respect to the changes outlined below, the majority of the employment agreements’ terms and conditions, including salary, term and welfare benefits, remain the same as the previous agreements.

Pursuant to the terms of the amended and restated employment agreement, if Mr. Kinzel’s employment is terminated (other than for cause, as defined in the agreement) within 24 months of a change in control, Mr. Kinzel will receive:

 

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the greater of (i) the payments he would receive if he were terminated under his employment agreement other than for cause or (ii) the payments and benefits he would have received if he participated in the Cedar Fair, L.P. Amended and Restated Change of Control Plan. If Cedar Fair terminates Mr. Kinzel’s employment other than for cause, as such term is defined in the employment agreement, then Mr. Kinzel would receive a lump sum payment of (i) his annual base salary through the date of termination and (ii) an amount equal to the present value of his annual base salary and incentive compensation that he would have received had he remained employed for the term of the agreement and all of his outstanding equity awards will vest and become exercisable on or before March 1, 2012. The payment Mr. Kinzel would receive under the Cedar Fair, L.P. Amended and Restated Change of Control Plan are outlined above under “President and/or Chief Executive Officer” section.

 

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lifetime health care coverage, a supplement to Medicare and reimbursement of any expense for Medicare as detailed in the employment agreement;

 

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maintenance of a $2 million term life insurance policy on the life of Mr. Kinzel to be in effect until July 23, 2018;

 

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life, disability and accident benefits on terms no less favorable than provided to other Cedar Fair officers for the longer of (i) January 2, 2012 or (ii) 3 years, or if shorter, until Mr. Kinzel is re-employed;

 

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fringe benefits similar to those listed as an exhibit to the employment agreement on terms no less favorable to other Cedar Fair officers until January 2, 2012;

 

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tax gross-up payments to reimburse Mr. Kinzel for any excise taxes he may incur under Sections 280G and 4999 of the Code.

Pursuant to the terms of Mr. Falfas’s amended and restated employment agreement and Mr. Crage’s amended and restated employment agreement, each will receive the same benefits and payments for their respective positions as indicated above under “Amendment and Restatement of Change of Control Plan” for the positions of Chief Operating Officer and Chief Financial Officer, respectively. In addition, the amended and restated employment agreements provide tax gross-up payments to reimburse the executive officer for any excise tax he may incur under Section 280G and 4999 of the Code.

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