Energy Transfer 2012 Annual Report Download - page 133

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Deferred Compensation Plan. As discussed in our Compensation Discussion and Analysis above, all amounts under the DC Plan
(other than discretionary credits) are immediately 100% vested. Upon a change in control (as defined in the DC Plan), distributions
from the DC Plan would be made in accordance with the DC Plan's normal distribution provisions. A change in control is generally
defined in the DC Plan as any change in control event within the meaning of Treasury Regulation Section 1.409A-3(i)(5).
Director Compensation Table
The Compensation Committee periodically reviews and makes recommendations regarding the compensation of the directors of
our General Partner. In 2012, non-employee directors of our General Partner received an annual fee of $40,000 plus $1,200 for
each committee meeting attended. Beginning in 2013, non-employee directors will receive an annual fee of $50,000 in cash.
Additionally, the Chairman of the Audit Committee receives an annual fee of $15,000 and the members of the Audit Committee
receive an annual fee of $10,000. The Chairman of the Compensation Committee receives an annual fee of $7,500 and the members
of the Compensation Committee receive an annual fee of $5,000. In connection with the Citrus Acquisition, Holdco Transaction
and Sunoco Acquisition, the Board of Directors appointed Messrs. Byrne, Glaske and Grimm to serve on the Conflicts Committee
to address potential conflicts of interest in the transactions. For their service on the Conflicts Committee, which met 27 times
during 2012, Messrs. Byrne, Glaske and Grimm received additional compensation of $2,500 per Conflicts Committee meeting.
Beginning in 2013, members of the Conflicts Committee will receive cash payments on a to-be-determined basis for each Conflicts
Committee assignment. Employee directors, including Messrs. Warren and McCrea, do not receive any fees for service as directors.
In addition, the non-employee directors participate in our 2004 Unit Plan and 2008 Incentive Plan. Each director who is not also
(i) a shareholder or a direct or indirect employee of any parent, or (ii) a direct or indirect employee of ETP LLC, ETP, or a subsidiary,
who is elected or appointed to the Board for the first time shall automatically receive, on the date of his or her election or appointment,
an award of 2,500 unvested ETP Common Units. For 2012, under our 2004 Unit Plan and 2008 Incentive Plan, the non-employee
directors of our General Partner each received annual grants of restricted ETP Common Units equal to an aggregate of $50,000
divided by the closing price of our Common Units on the date of grant. These ETP Common Units vest over three years at one-
third per year. Beginning in 2013, non-employee directors receive annual grants of restricted ETP Common Units equal to an
aggregate of $100,000 divided by the closing price of our Common Units on the date of grant. These ETP Common Units will
vest 60% after the third year and 40% after the fifth year after the grant date.
The compensation paid to the non-employee directors of our General Partner in 2012 is reflected in the following table:
Name
Fees Paid in
Cash
($) (1) Unit Awards ($) (2) All Other Compensation ($) Total ($)
Bill W. Byrne $ 140,700 $ 40,847 $ — $ 181,547
Paul E. Glaske 140,700 40,847 — 181,547
Ted Collins, Jr. 40,000 40,847 — 80,847
Michael K. Grimm 142,000 40,847 — 182,847
(1) Fees paid in cash are based on amounts paid during the period.
(2) Unit award amounts reflect the aggregate grant date fair value of awards granted based on the market price of Common Units
as of the grant date, reduced by the present value of the expected distributions during the vesting period.
As of December 31, 2012, Messrs. Byrne, Glaske, Collins and Grimm each had 1,954 unit awards outstanding.
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