AMERICAN MIDSTREAM PARTNERS, LPd18rn0p25nwr6d.cloudfront.net/CIK-0001513965/c180fe4f-6189-49d1-a35b-6... · pro-rated current year annual cash bonus for the year of termination, plus

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): May 25, 2019

AMERICAN MIDSTREAM PARTNERS, LP(Exact name of registrant as specified in its charter)

Delaware 001-35257 27-0855785

(State or other jurisdictionof incorporation)

(CommissionFile No.)

(IRS EmployerIdentification No.)

2103 CityWest Blvd., Bldg. 4, Suite 800

Houston, Texas 77042(Address of principal executive offices) (Zip Code)

(346) 241-3400(Registrant’s telephone number, including area code)

Not Applicable(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 thefollowing 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading

Symbol(s) Name of each exchange

on which registeredCommon Units Representing Limited

Partnership Interests AMID

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of thischapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Eric.T.Kalamaras

On May 25, 2019, Eric T. Kalamaras, Senior Vice President and Chief Financial Officer of American Midstream GP, LLC (the “General Partner”), aDelaware limited liability company and the general partner of American Midstream Partners, LP (the “Partnership”), entered into a Retention andSeparation Plan with the General Partner (the “Kalamaras Retention and Separation Plan”). The Kalamaras Retention and Separation Plan sets forth theterms of Mr. Kalamaras’ continued employment through the occurrence of a Qualifying Termination Event (as defined in the Kalamaras Retention andSeparation Plan) (such date, the “Kalamaras Termination Date”). Pursuant to the Kalamaras Retention and Separation Plan, unless Mr. Kalamaras’employment is terminated on an earlier date, his employment with the General Partner will automatically terminate on December 31, 2019.

Under the terms of the Kalamaras Retention and Separation Plan, the General Partner agreed to pay Mr. Kalamaras a lump sum payment following theKalamaras Termination Date equal to (i) any accrued and unpaid salary and paid time off through the Kalamaras Termination Date, (ii) twelve months’ basesalary, plus (iii) Mr. Kalamaras’ pro-rated current year annual cash bonus for the year of termination. In addition, all phantom units or other long-termincentive awards held by Mr. Kalamaras as of the Kalamaras Termination Date will vest at a settlement price of $5.25 per unit and the unvested portion ofMr. Kalamaras’ interest in the General Partner’s one-time $6 per unit cash retention bonus will automatically vest. The General Partner also agreed toprovide Mr. Kalamaras and his dependents with COBRA coverage for a period of up to twelve months following the Kalamaras Termination Date. Therewere no disagreements between Mr. Kalamaras and the Partnership or the General Partner or any officer or director of the Partnership or the General Partnerthat led to Mr. Kalamaras’ entry into the Kalamaras Retention and Separation Plan.

The foregoing description of the Kalamaras Retention and Separation Plan does not purport to be complete and is qualified in its entirety by reference to thefull text of the Kalamaras Retention and Separation Plan, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

ChristopherB.Dial

On May 25, 2019, Christopher B. Dial, Senior Vice President and General Counsel of the General Partner, entered into a Retention and Separation Planwith the General Partner (the “Dial Retention and Separation Plan”). The Dial Retention and Separation Plan sets forth the terms of Mr. Dial’s continuedemployment through the occurrence of a Qualifying Termination Event (as defined in the Dial Retention and Separation Plan) (such date, the “DialTermination Date”). Pursuant to the Dial Retention and Separation Plan, unless Mr. Dial’s employment is terminated on an earlier date, his employmentwith the General Partner will automatically terminate on December 31, 2019.

Under the terms of the Dial Retention and Separation Plan, the General Partner agreed to pay Mr. Dial a lump sum payment following the Dial TerminationDate equal to (i) any accrued and unpaid salary and paid time off through the Dial Termination Date, (ii) twelve months’ base salary, (iii) Mr. Dial’spro-rated current year annual cash bonus for the year of termination, plus (iv) $150,000. In addition, all phantom units or other long-term incentive awardsheld by Mr. Dial as of the Dial Termination Date will vest at a settlement price of $5.25 per unit and the unvested portion of Mr. Dial’s interest in theGeneral Partner’s one-time $6 per unit cash retention bonus will automatically vest. Unvested phantom units for the cash retention bonus do not includeperformance units. The General Partner also agreed to provide Mr. Dial and his dependents with COBRA coverage for a period of up to twelve monthsfollowing the Dial Termination Date. There were no disagreements between Mr. Dial and the Partnership or the General Partner or any officer or director ofthe Partnership or the General Partner that led to Mr. Dial’s entry into the Dial Retention and Separation Plan.

The foregoing description of the Dial Retention and Separation Plan does not purport to be complete and is qualified in its entirety by reference to the fulltext of the Dial Retention and Separation Plan, which is attached hereto as Exhibit 10.2, and is incorporated herein by reference.

LouisJ.Dorey

On May 25, 2019, Louis J. Dorey, Senior Vice President of Business Development of the General Partner entered into a Retention and Separation Plan withthe General Partner (the “Dorey Retention and Separation Plan”). The Dorey Retention and Separation Plan sets forth the terms of Mr. Dorey’s continuedemployment through the occurrence of a Qualifying Termination Event (as defined in the Dorey Retention and Separation Plan) (such date, the “DoreyTermination Date”). Pursuant to the Dorey Retention and Separation Plan, unless Mr. Dorey’s employment is terminated on an earlier date, his employmentwith the General Partner will automatically terminate on January 1, 2020.

Under the terms of the Dorey Retention and Separation Plan, the General Partner agreed to pay Mr. Dorey a lump sum payment following the DoreyTermination Date equal to (i) any accrued and unpaid salary and paid time off through the Dorey Termination Date, (ii) twelve months’ base salary,(iii) Mr. Dorey’s pro-rated current year annual cash bonus for the year of termination, plus (iv) $150,000 if Mr. Dorey is offered and accepts the position ofinterim Chief Executive Officer for the General Partner. In addition, all phantom units or other long-term incentive awards held by Mr. Dorey as of theDorey Termination Date will vest at a settlement price of $5.25 per unit and the unvested portion of Mr. Dorey’s interest in the General Partner’s one-time$6 per unit cash retention bonus will automatically vest. Unvested phantom units for the cash retention bonus do not include performance units. The GeneralPartner also agreed to provide Mr. Dorey and his dependents with COBRA coverage for a period of up to twelve months following the Dorey TerminationDate. There were no disagreements between Mr. Dorey and the Partnership or the General Partner or any officer or director of the Partnership or theGeneral Partner that led to Mr. Dorey’s entry into the Dorey Retention and Separation Plan.

The foregoing description of the Dorey Retention and Separation Plan does not purport to be complete and is qualified in its entirety by reference to the fulltext of the Dorey Retention and Separation Plan, which is attached hereto as Exhibit 10.3, and is incorporated herein by reference.

Appointment of Officer

Effective May 25, 2019, the board of directors of the General Partner appointed Mr. Dorey as Interim President and Chief Executive Officer of the GeneralPartner. Following the Dorey Termination Date and pursuant to the Dorey Retention and Separation Plan, Mr. Dorey will receive aggregate cashcompensation of $150,000 for his services as interim Chief Executive Officer for the General Partner. In addition, upon the date of the Dorey Retention andSeparation Plan, the General Partner will adjust Mr. Dorey’s annualized base salary to $350,000, payable through January 1, 2020.

Mr. Dorey has served as Senior Vice President of Business Development of the General Partner since January 2014. Mr. Dorey previously served in variouscapacities at Continuum Energy Services from 2005 to 2014, being responsible for strategic planning, mergers and acquisitions, corporate businessdevelopment and capital markets activities, and also served as interim chief financial officer. Mr. Dorey was employed by Dynegy Inc. from 1997 to 2002,where he held various positions including Vice President of Strategy and Planning for Power Assets Group, President of Retail and Wholesale Marketingand interim chief financial officer. From 1991 to 1997, Mr. Dorey served as Vice President of Mergers and Acquisitions of Destec Energy Inc. andcompleted various acquisitions, including leading the sale of Destec Energy Inc. to Dynegy Inc. Mr. Dorey has participated in over $5 billion of transactions(including mergers, acquisitions and development transactions), managed five regional wholesale marketing offices and a national retail marketing group,and participated in the closing and integration of three public mergers. Mr. Dorey earned a Bachelor of Business Administration from the University ofOklahoma and a Juris Doctorate from the University of Texas, Austin.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Number Description

10.1 Retention and Separation Plan, dated May 25, 2019 by and between Eric. T. Kalamaras and American Midstream GP, LLC.

10.2 Retention and Separation Plan, dated May 25, 2019 by and between Christopher B. Dial and American Midstream GP, LLC .

10.3 Retention and Separation Plan, dated May 25, 2019 by and between Louis J. Dorey and American Midstream GP, LLC.

3

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 theundersigned hereunto duly authorized. Date: May 28, 2019

AMERICAN MIDSTREAM PARTNERS, LP By: AMERICAN MIDSTREAM PARTNERS GP, LLC its General Partner

By /s/ Eric Kalamaras

Name: Eric KalamarasTitle: Senior Vice President and Chief Financial Officer

Exhibit 10.1

PERSONAL AND CONFIDENTIAL

May 25, 2019

Eric T. Kalamaras

Re: Retention and Separation Plan

Dear Eric:

As you know, American Midstream Partners, LP (the “Partnership”) is in the process of transition. We want you to know that your continued employmentwith American Midstream GP, LLC (the “ Company ”) through certain transition activities is very important. We are offering you this Retention andSeparation Plan (“ Plan ”) that will provide certain transition benefits in exchange for your continued employment and support of certain duties listed belowthrough December 31, 2019 (the “Target Separation Date”). Unless your employment has terminated on an earlier date, your employment will automaticallyterminate on the Target Separation Date.

1. Severance Eligibility . You will be entitled to receive the benefits outlined in Section 2 of this letter if (i) you experience a Qualifying Termination Event(as defined below), (ii) you continue to faithfully perform your duties and remain in good standing with the Company and its subsidiaries through the dateof such Qualifying Termination Event (including supporting the go private transaction and the extension or refinancing of the Company’s senior securedcredit facility), and (iii) you execute (and do not revoke) the release described in Section 4 of this letter.

(a) Qualifying Termination Events : The term “ Qualifying Termination Event ” means that your employment with the Company is terminated:

(i) (A) by the Company for any reason other than those enumerated in Paragraph (ii) , below or by you for Good Reason (as defined

below), in each case, prior to the Target Separation Date, (B) automatically on the Target Separation Date, or (C) due to your death ordisability prior to the Target Separation Date.

(ii) A Qualifying Termination Event shall not include any termination by the Company in circumstances in which you have (A) engaged inwillful misconduct in the performance of the duties required of you resulting in a material detriment to the Company; (B) unlawfullyused (including being under the influence of) or possessed illegal drugs on the Company’s (or any of its affiliate’s) premises or whileperforming your duties or responsibilities; (C) committed a material act of fraud or embezzlement against the Company, its affiliates, orany of their respective equityholders; (D) been convicted of (or pleaded guilty or no contest to) a felony, other than a non-injuryvehicular offence, that could be reasonably expected to reflect unfavorably and materially on the Company; or (E) materially breachedor violated any material provision of any agreement with the Company or violated any material provision of any material Companywritten company policy.

(iii) As used in this Plan, “Good Reason” shall mean (a) a material adverse alteration in your responsibilities, duties, authority,compensation or title, (b) your assignment to a principal office or work place located beyond a 50-mile radius of the Company’sHouston corporate offices, or (c) the Company’s material breach of any provision of this Plan, in each case, without your writtenconsent.

2103 CityWest Blvd. Building #4, Suite 800, Houston, TX 77042 • Office: (346) 241-3400 • Fax: (713) 278-8870

www.americanmidstream.com

2. Separation Benefits . Following a Qualifying Termination Event, you will receive the following benefits:

(a) Cash Severance : Cash lump sum payment equal to (i) any accrued and unpaid salary and paid time off through the date of termination,(ii) twelve (12) months’ base salary, plus (iii) your pro-rated current year annual cash bonus for the year of termination (current yearannual target STIP is 90%), provided that if the Qualifying Termination Event occurs on or after the date that is 30 days following theclosing of the Partnership’s take-private transaction as described on its recently filed transaction statement on Schedule 13E-3, togetherwith the substantial completion of an extension or refinancing of the Company’s senior secured credit facility, as reasonably determinedby the Company, (the “Early Separation Date”), you will be paid 100% of your current year annual cash bonus. For purposes of clause(iii) of this Section 2(a) and provided the Qualifying Termination Event occurs prior to the Early Separation Date, your annual bonuswill be calculated and pro-rated for the number of months worked during the calendar year as if all goals for a target bonus have beenachieved (i.e., if you were terminated on July 1 of any year, your pro-rated bonus amount would be 50% of annual target).

(b) Long Term Incentive Awards : All phantom units or other long-term incentive awards that you hold as of the date of this Plan shall be

vested as of the date of a Qualifying Termination Event, provided that the Company will settle the vesting of any such awards in cash,rather than common units, at a settlement price of $5.25 per unit.

(c) Cash Retention Award Associated with Time-Based Phantom Units : All unvested amounts of the Company’s one-time $6 per unit cashretention bonus shall automatically vest.

(d) COBRA : The Company agrees to provide you with a supplement to medical and dental benefits coverage under COBRA, for a periodof up to twelve (12) months from the date of the Qualifying Termination Event. Such coverage shall be included in and part of yourmaximum COBRA entitlement due to this qualifying event. You acknowledge and agree that you will continue to be responsible foryour portion of current premiums for yourself and any dependent coverage elected under COBRA. 1 In the event you fail elect COBRAcontinuation coverage or to timely pay your portion of the above premiums, the Company shall be entitled to cancel the employer’sportion of your coverage under COBRA due to your nonpayment. Notwithstanding anything to the contrary herein, the Company maymodify the continuation coverage contemplated herein to the extent reasonably necessary to avoid the imposition of any excise taxes onthe Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010,as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable).

3. Location . You shall be entitled to work remotely during the term of this Plan as reasonably appropriate while performing the duties described in Section 1 above.

2103 CityWest Blvd. Building #4, Suite 800, Houston, TX 77042 • Office: (346) 241-3400 • Fax: (713) 278-8870www.americanmidstream.com

4. Timing and Calculation of Payment; Withholding . The cash amounts described above will be paid no later than the Company’s next regularly scheduledpayroll date following the “Effective Date” (as defined in Exhibit A); provided, that such payments will be paid to you no later than March 15, 2020.References to “base salary” shall be understood to refer to your base salary in effect at time of termination. The Company may withhold all federal, state,city or other taxes as may be required to be withheld pursuant to any law or governmental regulation or ruling.

5. Release . Upon any Qualifying Termination Event, you will execute a separation and release agreement in the form attached as Exhibit A . If you do notexecute such separation and release agreement, or you revoke the separation and release agreement following its execution, you will not be entitled toreceive any separation payments or benefits under this Plan. If the period of time for you to consider the release begins in one calendar year and ends in thenext calendar year, the payments provided herein will be made in the second calendar year even if you execute the release and such release becomesirrevocable in the first calendar year.

6. Complete Plan . This Plan, including Exhibit A attached hereto, embodies the complete agreement and understanding between the parties with respect tothe subject matter hereof and effective as of its date supersedes and preempts any prior understandings, agreements or representations by or between theparties, written or oral, which may have related to the subject matter hereof in any way.

7. Code Section 409A . The intent of the parties is that payments and benefits under this Plan comply with Internal Revenue Code Section 409A and theregulations and guidance promulgated thereunder (collectively “ Code Section 409A ”) and, accordingly, to the maximum extent permitted, this Plan shallbe interpreted to be in compliance therewith. Whenever a payment under this Plan specifies a payment period with reference to a number of days, the actualdate of payment within the specified period shall be within the sole discretion of the Company. In no event whatsoever shall the Company be liable for anyadditional tax, interest or penalty that may be imposed on you by Code Section 409A or damages for failing to comply with Code Section 409A.

Please be aware that this letter agreement does not constitute an offer or guarantee of employment with the Company or any of its subsidiaries. Pleaseindicate your agreement to the terms set forth herein by executing this letter in the space provided below.

Very truly yours,

American Midstream Partners, LPBy its general partner, American Midstream GP, LLC

By: /s/ Louis J. DoreyName: Louis J. DoreyDate: May 25, 2019

Accepted and Agreed:

By: /s/ Eric T. KalamarasName: Eric T. KalamarasDate: May 25, 2019


Exhibit A

SEPARATION AGREEMENT AND RELEASE 2

THIS SEPARATION AGREEMENT AND RELEASE (“Separation Agreement’’) is entered into by and between American MidstreamPartners GP, LLC (the “Company’’) and Eric T. Kalamaras (“Employee”).

In consideration of the mutual promises set forth in this Separation Agreement and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the Company and Employee agree as follows:

1. Termination of Employment . Employee’s employment with the Company is terminated as of [ ].

2. Severance Payment . In exchange for Employee’s commitments as outlined in this Separation Agreement, including but not limited to Employee’srelease of claims, the Company shall pay Employee the separation payments and benefits provided for and described in Section 2 of that certain Retentionand Separation Plan dated May 14, 2019, by and between the Employee and the Company (the “Plan”), less applicable federal, state, and localwithholdings, taxes and any other deductions required by law (the “Severance Payments”) no later than the Company’s next regularly scheduled payrolldate following the Effective Date of this Separation Agreement.

Employee expressly acknowledges that the Severance Payments above serves as adequate consideration for the Employee’s release of claims andother commitments set forth in this Separation Agreement.

3. General Release . In exchange for the mutual promises set forth in this Separation Agreement (including the Severance Payment outlined inSection 2 above), Employee, on behalf of Employee and Employee’s agents, heirs, administrators, executors, assignors, assigns and anyone acting orclaiming to act on Employee’s or their joint or several behalf, does hereby irrevocably and unconditionally release and forever discharge the Companytogether with its parents, subsidiaries, affiliates, partners, joint venturers, predecessor and successor corporations and business entities, past, present andfuture, and its and their agents, directors, officers, board members, employees, shareholders, insurers and reinsurers, representatives, attorneys, assigns,employee benefit plans (and the trustees or other individuals affiliated with such plans) and other representatives, and anyone acting on their joint or severalbehalf, past, present, and future (collectively the “Released Parties”) of and from any and all claims, complaints, demands, costs, expenses, grievances,obligations, liabilities, actions and causes of action of whatever kind and character in law or in equity, whether known or unknown, through the date uponwhich Employee executes this Separation Agreement, including (but not limited to) any claims under Title VII of the Civil Rights Act of 1964,Section 1981 of the Civil Rights Act of 1870, the Age Discrimination in Employment Act (as more fully explained in Section 4 below), the Americans withDisabilities Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Texas Commissionon Human Rights Act, the Texas Payday Law, other provisions of the Texas Labor Code and any other applicable federal, tribal, state, or localconstitutional, statutory or common law claims, including (but not limited to) any claims based upon implied or express contract, wages or benefits owed,covenants of fair dealing and good faith, wrongful discharge, negligence, 2 NTD: To be revised if reasonably required for updates in law between the date of the Plan and the employment termination date.


assault, battery, public policy, intentional infliction of emotional distress, retaliation or defamation. It is the express intent of Employee to enter into this fulland final release of any and all claims, whether known or unknown, against any of the Released Parties whatsoever through the date upon which Employeeexecutes this Separation Agreement.

4. Release of Age Discrimination in Employment Claims . Employee understands that the release set forth in Section 3 includes a release of anyclaims the Employee may have under the Age Discrimination in Employment Act (“ADEA”), 29 U.S.C. § 621 etseq., against any of the Released Partiesthat may have existed on or prior to the date upon which Employee executes this Separation Agreement. Employee understands that the ADEA is a federalstatute that prohibits discrimination on the basis of age. Employee wishes to waive any and all claims under the ADEA that Employee may have against anyof the Released Parties as of the date upon which Employee executes this Separation Agreement, and hereby waives such claims. Employee understandsthat any claims under the ADEA that may arise after the date this Separation Agreement is executed by Employee are not waived. Employee acknowledgesthat the Employee is receiving consideration for the waiver of any and all claims under the ADEA to which the Employee is not already entitled.

Employee, pursuant to and in compliance with the rights afforded the Employee under the Older Worker Benefit Protection Act: (a) is advised toconsult with an attorney before executing this Separation Agreement; (b) has, at the Employee’s option, [twenty-one (21)] / [forty-five (45)] days toconsider this Separation Agreement; (c) may revoke this Separation Agreement at any time within the seven (7) day period following Employee’s executionof this Separation Agreement (the “Revocation Period”); (d) is advised that this Separation Agreement shall not become effective or enforceable until theRevocation Period has expired; and (e) is advised that the Employee is not waiving claims that may arise after the date on which the Employee executes thisSeparation Agreement.

Employee may revoke this Separation Agreement by delivering a written notice of revocation to Christine Miller, Associate General Counsel,200 Clarendon Street, 55 th Floor, Boston, MA 02116 or by email at [email protected] . For this revocation to be effective, such writtennotice must be received by such person, at the address set forth above no later than the close of business on the seventh (7th) day after Employee signs thisSeparation Agreement. If this Separation Agreement is not revoked within the Revocation Period, this Separation Agreement will become effective andenforceable on the date immediately following the last day of Revocation Period (the “Effective Date”). Employee understands and acknowledges that if theEmployee revokes this Separation Agreement within the Revocation Period, Employee will not receive the Severance Payment.

5. Exceptions to Release . Excluded from the release contained in Sections 3 and 4 are any claims that arise after the date that Employee signs thisSeparation Agreement and any other claims that cannot be waived by law, including (but not limited to) the right to file a charge with, or participate in, aninvestigation conducted by any government agency, such as the United States Department of Labor, the Equal Employment Opportunity Commission, orthe National Labor Relations Board. Employee acknowledges, however, that the Employee is waiving the right to any monetary recovery or relief inconnection with any charge or investigation or to file an individual or class action lawsuit against any Released Party. Employee and the Companyacknowledge and agree that nothing in this Separation Agreement prevents Employee from instituting any action to challenge the validity of the releaseunder the ADEA, to enforce the terms of this Separation Agreement, or from enforcing rights, if any, under ERISA to recover any vested retirementbenefits.


6. Return of Company Property . Employee affirms that the Employee has returned to the Company all property of the Company in Employee’spossession or control, including without limitation all records, electronic devices, paper and electronic files, documents, software programs, and copiesthereof, pertaining to the business of the Company, which records, files, documents and programs may constitute trade secrets and proprietary informationbelonging solely to the Company. Employee may not retain copies of any such records, files, documents or programs, and hereby relinquishes and assignsto the Company, as applicable, any and all rights, if any, that Employee may have in any such records, files, documents or programs.

7. Non-disparagement . Employee agrees that Employee will not disparage the Released Parties or their products, services, agents, representatives,directors, officers, shareholders, attorneys, employees, vendors, affiliates, successors or assigns, or any person acting by, through, under or in concert withany of them, with any written or oral statement. The foregoing shall not be violated by truthful statements in response to legal process, required governmenttestimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceeding).

8. No Admission of Wrongful Conduct . Employee hereby acknowledges and agrees that, by the Company providing the consideration describedabove and entering into this Separation Agreement, neither the Company nor any of the other Released Parties is admitting any unlawful or otherwisewrongful conduct or liability to Employee or Employee’s heirs, executors, administrators, assigns, agents, or other representatives.

9. No Reemployment or Future Association . Employee hereby agrees that the Employee shall not seek reinstatement or reapply for futureemployment with the Company. If Employee seeks reinstatement or reapplies for employment in violation of this Section 10, the Company shall not incurany liability by virtue of its refusal to hire Employee or consider Employee for employment.

10. Taxes . The Company may withhold from any amounts payable under this Separation Agreement all federal, state, city or other taxes that theCompany determines it is legally required to withhold pursuant to any applicable law, regulation or ruling. Notwithstanding any other provision of thisSeparation Agreement, the Company shall not be obligated to guarantee any particular tax result for Employee with respect to any payment provided toEmployee hereunder, and Employee shall be solely responsible for any taxes imposed on Employee with respect to any such payment.

11. Governing Law . This Separation Agreement shall in all respects be interpreted, construed and governed by and in accordance with the internalsubstantive laws of the State of Texas, without regard to its conflict of law rules.

12. Forum Selection . Employee and the Company agree that the exclusive venue for any action arising from or relating to this Separation Agreementshall be in a court of competent jurisdiction in Harris, Texas. Employee submits to the personal jurisdiction of such courts; consents to service of process inconnection with any action, suit or proceeding against Employee; and waives any other requirement (whether imposed by statute, rule of court or otherwise)with respect to personal jurisdiction, venue or service of process.

13. No Waiver for Failure to Enforce . The failure by any party to this Separation Agreement to enforce at any time, or for any period of time, anyone or more of the terms or conditions of this Separation Agreement shall not be a waiver of such terms or conditions of this Separation Agreement or ofsuch party’s right thereafter to enforce each and every term and condition of this Separation Agreement.

14. Severability . If any clause, sentence, provision, section or part of this Separation Agreement for any reason whatsoever be adjudged by any courtof competent jurisdiction, or be held by any other competent authority having jurisdiction, to be invalid, unenforceable, or illegal, such judgment or holdingshall not affect, impair, or invalidate the remainder of this Separation Agreement, but shall be confined in its operation to the clause, sentence, provisions,section, or part of this Separation Agreement directly involved, and the remainder of this Separation Agreement shall remain in full force and effect.


15. Entire Agreement . This Separation Agreement constitutes the entire agreement between the Company and Employee with respect to the subjectmatter herein. Except with regards to any other confidentiality, non-competition, special bonus payments under the Employee’s Employment Agreement, orother non-solicitation agreements entered into by Employee, which shall remain in full force and effect, or as otherwise provided herein, this SeparationAgreement supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral, and there are noother written or oral agreements, understandings, or arrangements. Any amendments, additions or other modifications to this Separation Agreement must bedone in writing, signed by both parties.

16. Successors and Assigns . This Separation Agreement shall bind and inure to the benefit of and be enforceable by Employee and the Companyand their respective heirs, executors, personal representatives, successors and assigns, except that Employee may not assign this Separation Agreement orany of the rights or obligations hereunder without the prior written consent of the Company. Any attempted assignment by Employee in violation of thisSection 17 shall be void.

17. Voluntary Execution . Employee acknowledges that the Employee is executing this Separation Agreement voluntarily and of Employee’s ownfree will and that Employee fully understands and intends to be bound by the terms of this Separation Agreement. Further, Employee acknowledges thatEmployee has an opportunity to carefully review this Separation Agreement with the Employee’s attorney prior to executing it or warrants that theEmployee chooses not to have their attorney review this Separation Agreement. Employee acknowledges that the Employee is responsible for anyattorneys’ fees incurred in connection with the review of this Separation Agreement by the Employee’s attorneys.

18. Receipt of Separation Agreement . Employee received this Separation Agreement on or before May __, 2019. The Company’s offer to enter intothis Separation Agreement expires on [Day/Date], 2019 , which is [twenty-one (21)] / [forty-five (45)] days from the date of receipt.

IN WITNESS WHEREOF , Employee and a duly authorized representative of the Company certify that the Employee has read this Separation Agreementin its entirety and voluntarily executed it, as of the date set forth under their respective signatures. EMPLOYEE AMERICAN MIDSTREAM PARTNERS GP, LLC

By: Eric T. Kalamaras Name:

Title: Date

Date



Exhibit 10.2


May 25, 2019

Chris Dial

Re: Retention and Separation Plan

Dear Chris:

As you know, American Midstream Partners, LP (the “ Partnership ”) is in the process of transition. We want you to know that your continued employmentwith American Midstream GP, LLC (the “ Company ”) through certain transition activities is very important. We are offering you this Retention andSeparation Plan (“ Plan ”) that will provide certain transition benefits in exchange for your continued employment and support of certain duties listed belowthrough December 31, 2019 (the “ Target Separation Date ”). Unless your employment has terminated on an earlier date, your employment willautomatically terminate on the Target Separation Date.

1. Severance Eligibility . You will be entitled to receive the benefits outlined in Section 2 of this letter if (i) you experience a Qualifying Termination Event(as defined below), (ii) you continue to faithfully perform your duties and remain in good standing with the Company and its subsidiaries through the dateof such Qualifying Termination Event (including supporting the go private transaction and the ongoing Company divestitures), and (iii) you execute (and donot revoke) the release described in Section 4 of this letter.




(ii) A Qualifying Termination Event shall not include any termination by the Company in circumstances in which you have (A) engaged inwillful misconduct in the performance of the duties required of you resulting in a material detriment to the Company; (B) unlawfullyused (including being under the influence of) or possessed illegal drugs on the Company’s (or any of its affiliate’s) premises or whileperforming your duties or responsibilities; (C) committed a material act of fraud or embezzlement against the Company, its affiliates, orany of their respective equityholders; (D) been convicted of (or pleaded guilty or no contest to) a felony, other than a non-injuryvehicular offence, that could be reasonably expected to reflect unfavorably and materially on the Company; or (E) materially breachedor violated any material provision of any agreement with the Company, or violated any material provision of any material Companywritten company policy.

(iii) As used in this Plan, “Good Reason” shall mean (A) a material adverse alteration in your responsibilities, duties, authority,compensation or title, (B) your assignment to a principal office or work place located beyond a 50-mile radius of the Company’sHouston corporate offices, or (C) the Company’s material breach of any provision of this Plan, in each case, without your writtenconsent.




(a) Cash Severance : Cash lump sum payment equal to (i) any accrued and unpaid salary and paid time off through the date of termination,(ii) twelve (12) months’ base salary, (iii) your pro-rated current year annual cash bonus for the year of termination (current year annual targetSTIP is 75%), provided that if the Qualifying Termination Event occurs on or after the date that is 30 days following the closing of thePartnership’s take-private transaction as described on its recently filed transaction statement on Schedule 13e-3 (the “ Early Separation Date ”),you will be paid 100% of your current year annual cash bonus plus (iv) $150,000. For purposes of clause (iii) of this Section 2(a) , andprovided the Qualifying Termination Event occurs prior to the Early Separation Date, your annual bonus will be calculated and pro-rated for thenumber of months worked during the calendar year as if all goals for a target bonus have been achieved (i.e., if you were terminated on July 1of any year, your pro-rated bonus amount would be 50% of annual target).

(b) Long Term Incentive Awards : All phantom units or other long-term incentive awards that you hold as of the date of this Plan shall be vested as

of the date of a Qualifying Termination Event, provided that the Company will settle the vesting of any such awards in cash, rather thancommon units, at a settlement price of $5.25 per unit.

(c) Cash Retention Award Associated with Time-Based Phantom Units : All unvested amounts of the Company’s one-time $6 per unit cashretention bonus shall automatically vest. Unvested Phantom Units for the Cash Retention Bonus does not include Performance Units.

(d) COBRA : The Company agrees to provide you with a supplement to medical and dental benefits coverage under COBRA, for a period of up totwelve (12) months from the date of the Qualifying Termination Event. Such coverage shall be included in and part of your maximum COBRAentitlement due to this qualifying event. You acknowledge and agree that you will continue to be responsible for your portion of currentpremiums for yourself and any dependent coverage elected under COBRA. In the event you fail elect COBRA continuation coverage or totimely pay your portion of the above premiums, the Company shall be entitled to cancel the employer’s portion of your coverage under COBRAdue to your nonpayment. Notwithstanding anything to the contrary herein, the Company may modify the continuation coverage contemplatedherein to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with thenondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and EducationReconciliation Act of 2010, as amended (to the extent applicable).

3. Timing and Calculation of Payment; Withholding . The cash amounts described above will be paid no later than the Company’s next regularly scheduledpayroll date following the “Effective Date” (as defined in Exhibit A ); provided, that such payments will be paid to you no later than March 15, 2020.References to “base salary” shall be understood to refer to your base salary in effect at time of termination. The Company may withhold all federal, state,city or other taxes as may be required to be withheld pursuant to any law or governmental regulation or ruling.


4. Release . Upon any Qualifying Termination Event, you will execute a separation and release agreement in the form attached as Exhibit A . If you do notexecute such separation and release agreement, or you revoke the separation and release agreement following its execution, you will not be entitled toreceive any separation payments or benefits under this Plan. If the period of time for you to consider the release begins in one calendar year and ends in thenext calendar year, the payments provided herein will be made in the second calendar year even if you execute the release and such release becomesirrevocable in the first calendar year.




Very truly yours,




By: /s/ Christopher B. DialName: Christopher B. DialDate: May 25, 2019


Exhibit A


THIS SEPARATION AGREEMENT AND RELEASE (“Separation Agreement’’) is entered into by and between American MidstreamPartners GP, LLC (the “Company’’) and Chris Dial (“Employee”).



2. Severance Payment . In exchange for Employee’s commitments as outlined in this Separation Agreement, including but not limited to Employee’srelease of claims, the Company shall pay Employee the separation payments and benefits provided for and described in Section 2 of that certain Retentionand Separation Plan dated May __, 2019, by and between the Employee and the Company (the “Plan”), less applicable federal, state, and localwithholdings, taxes and any other deductions required by law (the “Severance Payments”) no later than the Company’s next regularly scheduled payrolldate following the Effective Date of this Separation Agreement.


3. General Release . In exchange for the mutual promises set forth in this Separation Agreement (including the Severance Payment outlined inSection 2 above), Employee, on behalf of Employee and Employee’s agents, heirs, administrators, executors, assignors, assigns and anyone acting orclaiming to act on Employee’s or their joint or several behalf, does hereby irrevocably and unconditionally release and forever discharge the Companytogether with its parents, subsidiaries, affiliates, partners, joint venturers, predecessor and successor corporations and business entities, past, present andfuture, and its and their agents, directors, officers, board members, employees, shareholders, insurers and reinsurers, representatives, attorneys, assigns,employee benefit plans (and the trustees or other individuals affiliated with such plans) and other representatives, and anyone acting on their joint or severalbehalf, past, present, and future (collectively the “Released Parties”) of and from any and all claims, complaints, demands, costs, expenses, grievances,obligations, liabilities, actions and causes of action of whatever kind and character in law or in equity, whether known or unknown, through the date uponwhich Employee and Company each executes this Separation Agreement, including (but not limited to) any claims under Title VII of the Civil Rights Act of1964, Section 1981 of the Civil Rights Act of 1870, the Age Discrimination in Employment Act (as more fully explained in Section 4 below), theAmericans with Disabilities Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, theTexas Commission on Human Rights Act, the Texas Payday Law, other provisions of the Texas Labor Code and any other applicable federal, tribal, state,or local constitutional, statutory or common law claims, including (but not limited to) any claims based upon implied or express contract, wages or benefitsowed, covenants of fair dealing and good faith, wrongful discharge, negligence, assault, battery, public policy, intentional infliction of emotional distress,retaliation or defamation. It is the express intent of Employee to enter into this full and final release of any and all claims, whether known or unknown,against any of the Released Parties whatsoever through the date upon which Employee and Company each executes this Separation Agreement. 1 NTD: To be revised if reasonably required for updates in law between the date the Plan is executed and the employment termination date.



Employee, pursuant to and in compliance with the rights afforded the Employee under the Older Worker Benefit Protection Act: (a) is advised toconsult with an attorney before executing this Separation Agreement; (b) has, at the Employee’s option, [twenty-one (21)] / [forty-five (45)] days toconsider this Separation Agreement; (c) may revoke this Separation Agreement at any time within the seven (7) day period following Employee’s executionof this Separation Agreement (the “Revocation Period”); (d) is advised that this Separation Agreement shall not become effective or enforceable until theRevocation Period has expired; and (e) is advised that the Employee is not waiving claims that may arise after the date on which the Employee executes thisSeparation Agreement.

Employee may revoke this Separation Agreement by delivering a written notice of revocation to Christine Miller, Associate General Counsel,ArcLight Capital Partners, LLC, 200 Clarendon Street, 55 th Floor, Boston, MA 02116 or by email at cmiller@arclightcapital .com . For thisrevocation to be effective, such written notice must be received by such person, at the address set forth above no later than the close of business on theseventh (7th) day after Employee signs this Separation Agreement. If this Separation Agreement is not revoked within the Revocation Period, thisSeparation Agreement will become effective and enforceable on the date immediately following the last day of Revocation Period (the “Effective Date”).Employee understands and acknowledges that if the Employee revokes this Separation Agreement within the Revocation Period, Employee will not receivethe Severance Payment.

5. Exceptions to Release . Excluded from the release contained in Sections 3 and 4 are any claims that arise after the date that Employee signs thisSeparation Agreement and any other claims that cannot be waived by law, including (but not limited to) the right to file a charge with, or participate in, aninvestigation conducted by any government agency, such as the United States Department of Labor, the Equal Employment Opportunity Commission, orthe National Labor Relations Board. Employee acknowledges, however, that the Employee is waiving the right to any monetary recovery or relief inconnection with any charge or investigation or to file an individual or class action lawsuit against any Released Party. Employee and the Companyacknowledge and agree that nothing in this Separation Agreement prevents Employee from instituting any action to challenge the validity of the releaseunder the ADEA, to enforce the terms of this Separation Agreement, or from enforcing rights, if any, under ERISA to recover any vested retirementbenefits, or benefits under any group health or welfare benefit plans. Also excluded from the release contained in Section 3 and 4 are any rights or claims ofEmployee to the Separation Payments or to enforce the Plan.



7. Non-disparagement . Employee agrees that Employee will not disparage the Released Parties or their products, services, agents, representatives,directors, officers, shareholders, attorneys, employees, vendors, affiliates, successors or assigns, or any person acting by, through, under or in concert withany of them, with any written or oral statement. The foregoing shall not be violated by truthful statements in response to legal process, requiredgovernmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with suchproceedings).









15. Entire Agreement . This Separation Agreement and Employee’s Retention and Separation Plan constitutes the entire agreement between theCompany and Employee with respect to the subject matter herein. Except with regards to any other confidentiality, non-competition, special bonuspayments under the Employee’s Employment Agreement, or other non-solicitation agreements entered into by Employee, which shall remain in full forceand effect, or as otherwise provided herein, this Separation Agreement and Employee’s Retention and Separation Plan supersedes and preempts any priorunderstandings, agreements or representations by or between the parties, written or oral, and there are no other written or oral agreements, understandings,or arrangements. Any amendments, additions or other modifications to this Separation Agreement must be done in writing, signed by both parties.



18. Receipt of Separation Agreement . Employee received this Separation Agreement on or before May __, 2019. The Company’s offer to enter intothis Separation Agreement expires on [Day/Date], 2019 , which is [twenty-one (21)] / [forty-five (45)] days from the date of receipt.


By: Chris Dial Name:

Title: Date

Date



Exhibit 10.3


May 25, 2019

Louis Dorey Re: Retention and Separation Plan

Dear Louis:

As you know, American Midstream Partners, LP is in the process of transition. We want you to know that your continued employment with AmericanMidstream GP, LLC (the “ Company ”) through certain transition activities is very important. We are offering you this Retention and Separation Plan (“Plan ”) that will provide certain transition benefits in exchange for your continued employment and support of certain duties listed below through January 1,2020 (the “ Target Separation Date ”), relating to the substantial completion (as determined by the Company) of the take-private transaction and the ongoingdivestitures by the Company and/or its subsidiaries. Unless your employment has terminated on an earlier date, your employment will terminateautomatically on the Target Separation Date.

1. Severance Eligibility . You will be entitled to receive the benefits outlined in Section 2 of this letter if (i) you experience a Qualifying Termination Event(as defined below), (ii) you continue to faithfully perform your duties and remain in good standing with the Company and its subsidiaries through the dateof such Qualifying Termination Event (including supporting the go private transaction and the ongoing Company divestitures, and playing an Interim CEOrole if requested by the Company), and (iii) you execute (and do not revoke) the release described in Section 4 of this letter.




(ii) A Qualifying Termination Event shall not include any termination by the Company in circumstances in which you have (A) engaged inwillful misconduct in the performance of the duties required of you resulting in a material detriment to the Company; (B) unlawfullyused (including being under the influence of) or possessed illegal drugs on the Company’s (or any of its affiliate’s) premises or whileperforming your duties or responsibilities; (C) committed a material act of fraud or embezzlement against the Company, its affiliates, orany of their respective equityholders; (D) been convicted of (or pleaded guilty or no contest to) a felony, other than a non-injuryvehicular offence, that could be reasonably expected to reflect unfavorably and materially on the Company; or (E) materially breachedor violated any material provision of any agreement with the Company, or violated any material provision of any material Companywritten company policy.

(iii) As used in this Plan, “Good Reason” shall mean (A) a material adverse alteration in your responsibilities, duties, authority,compensation or title, (B) your assignment to a principal office or work place located beyond a 50-mile radius of the Company’sHouston corporate offices, or (C) the Company’s material breach of any provision of this Plan, in each case, without your writtenconsent.




(a) Cash Severance : Cash lump sum payment equal to (i) any accrued and unpaid salary and paid time off through the date of termination,(ii) twelve (12) months’ base salary, (iii) your pro-rated current year annual cash bonus for the year of termination (current year annualtarget STIP is 75%), plus (iv) $150,000 in the event that the Company asks and you accept taking on the Interim CEO position. Forpurposes of clause (iii) of this Section 2(a) , your annual bonus will be calculated and pro-rated for the number of months workedduring the calendar year as if all goals for a target bonus have been achieved (i.e., if you were terminated on July 1 of any year, yourpro-rated bonus amount would be 50% of annual target). Upon and effective the date this Plan, the Company will adjust your basemonthly salary on the beginning of the following pay period to $29,166.67 (annualized at $350,000) to be in effect through the TargetSeparation Date.

(b) Long Term Incentive Awards : All phantom units or other long-term incentive awards that you hold as of the date of this Plan shall be

vested as of the date of a Qualifying Termination Event, provided that the Company will settle the vesting of any such awards in cash,rather than common units, at a settlement price of $5.25 per unit.

(c) Cash Retention Award Associated with Time-Based Phantom Units : All unvested amounts of the Company’s one-time $6 per unit cashretention bonus shall automatically vest. Unvested Phantom Units for the Cash Retention Bonus does not include Performance Units.

(d) COBRA : The Company agrees to provide you with a supplement to medical and dental benefits coverage under COBRA, for a periodof up to twelve (12) months from the date of the Qualifying Termination Event. Such coverage shall be included in and part of yourmaximum COBRA entitlement due to this qualifying event. You acknowledge and agree that you will continue to be responsible foryour portion of current premiums for yourself and any dependent coverage elected under COBRA. 1 In the event you fail elect COBRAcontinuation coverage or to timely pay your portion of the above premiums, the Company shall be entitled to cancel the employer’sportion of your coverage under COBRA due to your nonpayment. Notwithstanding anything to the contrary herein, the Company maymodify the continuation coverage contemplated herein to the extent reasonably necessary to avoid the imposition of any excise taxes onthe Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010,as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable).

3. Timing and Calculation of Payment; Withholding . The cash amounts described above will be paid no later than the Company’s next regularly scheduledpayroll date following the “Effective Date” (as defined in Exhibit A); provided, that such payments will be paid to you no later than March 15, 2020.References to “base salary” shall be understood to refer to your base salary in effect at time of termination. The Company may withhold all federal, state,city or other taxes as may be required to be withheld pursuant to any law or governmental regulation or ruling.


4. Release . Upon any Qualifying Termination Event, you will execute a separation and release agreement in the form attached as Exhibit A. If you do notexecute such separation and release agreement, or you revoke the separation and release agreement following its execution, you will not be entitled toreceive any separation payments or benefits under this Plan. If the period of time for you to consider the release begins in one calendar year and ends in thenext calendar year, the payments provided herein will be made in the second calendar year even if you execute the release and such release becomesirrevocable in the first calendar year.




Very truly yours,


By: /s/ Eric T. KalamarasName: Eric T. KalamarasDate: May 25, 2019




Exhibit A


THIS SEPARATION AGREEMENT AND RELEASE (“Separation Agreement’’) is entered into by and between American MidstreamPartners GP, LLC (the “Company’’) and Louis Dorey (“Employee”).



2. Severance Payment . In exchange for Employee’s commitments as outlined in this Separation Agreement, including but not limited to Employee’srelease of claims, the Company shall pay Employee the separation payments and benefits provided for and described in Section 2 of that certain Retentionand Separation Plan dated May __, 2019, by and between the Employee and the Company (the “Plan”), less applicable federal, state, and localwithholdings, taxes and any other deductions required by law (the “Severance Payments”) no later than the Company’s next regularly scheduled payrolldate following the Effective Date of this Separation Agreement.


3. General Release . In exchange for the mutual promises set forth in this Separation Agreement (including the Severance Payment outlined inSection 2 above), Employee, on behalf of Employee and Employee’s agents, heirs, administrators, executors, assignors, assigns and anyone acting orclaiming to act on Employee’s or their joint or several behalf, does hereby irrevocably and unconditionally release and forever discharge the Companytogether with its parents, subsidiaries, affiliates, partners, joint venturers, predecessor and successor corporations and business entities, past, present andfuture, and its and their agents, directors, officers, board members, employees, shareholders, insurers and reinsurers, representatives, attorneys, assigns,employee benefit plans (and the trustees or other individuals affiliated with such plans) and other representatives, and anyone acting on their joint or severalbehalf, past, present, and future (collectively the “Released Parties”). of and from any and all claims, complaints, demands, costs, expenses, grievances,obligations, liabilities, actions and causes of action of whatever kind and character in law or in equity, whether known or unknown, through the date uponwhich Employee and Company each executes this Separation Agreement, including (but not limited to) any claims under Title VII of the Civil Rights Act of1964, Section 1981 of the Civil Rights Act of 1870, the Age Discrimination in Employment Act (as more fully explained in Section 4 below), theAmericans with Disabilities Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, theTexas Commission on Human Rights Act, the Texas Payday Law, other provisions of the Texas Labor Code and any other applicable federal, tribal, state,or local constitutional, statutory or common law claims, including (but not limited to) any claims based upon implied or express contract, wages or benefitsowed, covenants of fair dealing and good faith, wrongful discharge, negligence, assault, battery, public policy, intentional infliction of emotional distress,retaliation or defamation. It is the express intent of Employee to enter into this full and final release of any and all claims, whether known or unknown,against any of the Released Parties whatsoever through the date upon which Employee and Company each executes this Separation Agreement. 2 NTD: To be revised if reasonably required for updates in law between the date the Plan is executed and the employment termination date.



Employee, pursuant to and in compliance with the rights afforded the Employee under the Older Worker Benefit Protection Act: (a) is advised toconsult with an attorney before executing this Separation Agreement; (b) has, at the Employee’s option, [twenty-one (21)][forty-five (45)] days to considerthis Separation Agreement; (c) may revoke this Separation Agreement at any time within the seven (7) day period following Employee’s execution of thisSeparation Agreement (the “Revocation Period”); (d) is advised that this Separation Agreement shall not become effective or enforceable until theRevocation Period has expired; and (e) is advised that the Employee is not waiving claims that may arise after the date on which the Employee executes thisSeparation Agreement.

Employee may revoke this Separation Agreement by delivering a written notice of revocation to Christine Miller, Associate General Counsel,ArcLight Capital Partners, LLC, Boston, MA 02116 or by email at [email protected] For this revocation to be effective, such writtennotice must be received by such person, at the address set forth above no later than the close of business on the seventh (7th) day after Employee signs thisSeparation Agreement. If this Separation Agreement is not revoked within the Revocation Period, this Separation Agreement will become effective andenforceable on the date immediately following the last day of Revocation Period (the “Effective Date”). Employee understands and acknowledges that if theEmployee revokes this Separation Agreement within the Revocation Period, Employee will not receive the Severance Payment.

5. Exceptions to Release . Excluded from the release contained in Sections 3 and 4 are any claims that arise after the date that Employee signs thisSeparation Agreement and any other claims that cannot be waived by law, including (but not limited to) the right to file a charge with, or participate in, aninvestigation conducted by any government agency, such as the United States Department of Labor, the Equal Employment Opportunity Commission, orthe National Labor Relations Board. Employee acknowledges, however, that the Employee is waiving the right to any monetary recovery or relief inconnection with any charge or investigation or to file an individual or class action lawsuit against any Released Party. Employee and the Companyacknowledge and agree that nothing in this Separation Agreement prevents Employee from instituting any action to challenge the validity of the releaseunder the ADEA, to enforce the terms of this Separation Agreement, or from enforcing rights, if any, under ERISA to recover any vested retirementbenefits, or benefits under any group health or welfare benefit plans. Also excluded from the release contained in Section 3 and 4 are any rights or claims ofEmployee to the Separation Payments or to enforce the Plan.



7. Non-disparagement . Employee agrees that Employee will not disparage the Released Parties or their products, services, agents, representatives,directors, officers, shareholders, attorneys, employees, vendors, affiliates, successors or assigns, or any person acting by, through, under or in concert withany of them, with any written or oral statement. The foregoing shall not be violated by truthful statements in response to legal process, requiredgovernmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with suchproceedings).









15. Entire Agreement . This Separation Agreement and Employee’s Retention and Separation Plan constitutes the entire agreement between theCompany and Employee with respect to the subject matter herein. Except with regards to any other confidentiality, non-competition, special bonuspayments under the Employee’s Employment Agreement, or other non-solicitation agreements entered into by Employee, which shall remain in full forceand effect, or as otherwise provided herein, this Separation Agreement and Employee’s Retention and Separation Plan supersedes and preempts any priorunderstandings, agreements or representations by or between the parties, written or oral, and there are no other written or oral agreements, understandings,or arrangements. Any amendments, additions or other modifications to this Separation Agreement must be done in writing, signed by both parties.



18. Receipt of Separation Agreement . Employee received this Separation Agreement on or before May __, 2019. The Company’s offer to enter intothis Separation Agreement expires on [Day/Date], 2019 , which is [twenty-one (21)][forty-five (45)] days from the date of receipt.


By: Louis Dorey Name:

Title: Date

Date


Documents

AMERICAN MIDSTREAM PARTNERS, LPd18rn0p25nwr6d.cloudfront.net/CIK-0001513965/c180fe4f-6189-49d1-a35b-6... · pro-rated current year annual cash bonus for the year of termination, plus