Energy Transfer 2012 Annual Report Download - page 132

124
Option Exercises and Units Vested Table
Unit Awards
Name
Number of Units
Acquired on Vesting
(#) (1)
Value Realized
on Vesting
($) (1)
Kelcy L. Warren — $ —
Martin Salinas, Jr. 18,038 780,107
Marshall S. (Mackie) McCrea, III 99,600 4,307,501
Thomas P. Mason 33,238 1,433,267
Richard Cargile 3,600 155,693
(1) Amounts presented represent the number of unit awards vested during 2012 and the value realized upon vesting of these
awards, which is calculated as the number of units vested multiplied by the closing price of our Common Units upon the
vesting date.
We have not issued option awards.
Nonqualified Deferred Compensation
Name
Executive
Contributions in
Last FY
($)
Registrant
Contributions
in Last FY
($)
Aggregate
Earnings in
Last FY
($)
Aggregate
Withdrawals/
Distributions
($)
Aggregate
Balance
at Last
FYE
($)
Kelcy L. Warren $ — $ — $ — $ — $ —
Martin Salinas, Jr. 25,926 — 23,261 — 202,849
Marshall S. (Mackie) McCrea, III —————
Thomas P. Mason —————
Richard Cargile 97,338 — 3,534 — 100,872
The aggregate earnings reflected above for Mr. Salinas and Mr. Cargile are included in total compensation in the “Summary
Compensation Table.”
A description of the key provisions of the Partnership's deferred compensation plan can be found in the compensation discussion
and analysis above.
Potential Payments upon a Termination or Change of Control
Equity Awards. As discussed in our Compensation Discussion and Analysis above, any unvested equity awards granted pursuant
to the 2004 Unit Plan will automatically become vested upon a change of control. Assuming that a change of control occurred
on December 31, 2012, the fair value of the unvested awards granted pursuant to the 2004 Unit Plan as of December 31, 2012
were $171,720 for Mr. Salinas, $171,720 for Mr. McCrea and $1,116,180 for Mr. Mason, respectively. In addition, Messrs. Salinas
and McCrea hold unvested rights to receive ETE units granted by McReynolds Energy Partners, L.P. that would become immediately
vested in connection with a change in control. Assuming that a change of control occurred on December 31, 2012, the fair value
of these awards would have been $2,183,040 for Mr. Salinas and $1,910,160 for Mr. McCrea. Although any unvested equity
awards granted under the 2008 Incentive Plan may also become vested upon a change of control at the discretion of the Compensation
Committee, this discussion assumes a scenario in which the Compensation Committee does not exercise such discretion.
While any individual award agreement may contain a modified definition, a change in control is generally defined under the 2004
Unit Plan as the occurrence of any of the following events: (i) ETP GP ceases to be our general partner; (ii) ETE ceases to own,
directly or indirectly through wholly-owned subsidiaries, in the aggregate at least 51% of the capital stock or equity interests of
ETP GP; (iii) the sale of all or substantially all of ETP's assets (other than to any affiliate of ETE); or (iv) a liquidation or dissolution
of ETP. For purposes of the rights with respect to ETE units granted by McReynolds Energy Partners, L.P., a change in control
means a “change in control” as defined in the 2004 Unit Plan, but a change in control will also be considered to have occurred if
any single party, other than Kelcy Warren, acquires either: (a) more than 90% of the then-outstanding limited partner units of ETE;
or (b) more than 51% of the ownership of LE GP, LLC. Under the 2008 Incentive Plan, a “change of control” is generally defined
as the occurrence of one or more of the following events: (1) any person or group becomes the beneficial owner of 50% or more
of our voting power or voting securities; (2) the complete liquidation of either ETP LLC, ETP GP, or us; (3) the sale of all or
substantially all of ETP GP's or our assets to anyone other than us, ETP GP or one of our affiliates; or (4) a person other than ETP
LLC, ETP GP or one of their affiliates becomes our general partner.
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