Energy Transfer 2013 Annual Report Download - page 135

Table of Contents
. 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
The Compensation Committee periodically reviews and makes recommendations regarding the compensation of the directors of our General Partner. In 2013,
non-employee directors received 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 2013, members of the Conflicts Committee received cash payments on a to-
be-determined basis for each Conflicts Committee assignment. For their service on the Conflicts Committee during 2013, Messrs. Collins, Grimm and
Skidmore each received additional compensation of $10,000. Employee directors, including Messrs. Warren, McCrea and Welch, do not receive any fees for
service as directors. In addition, the non-employee directors participate in our 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. In 2014 and beyond, non-
employee directors will receive annual grants of restricted ETP Common Units equal to an aggregate of $100,000 divided by the closing price of our Common
Units on the date of grant. Beginning in 2013, ETP Common Units granted to non-employee directors will vest 60% after the third year and the remaining 40%
after the fifth year after the grant date. Previously, vesting was ratable over three years.
The compensation paid to the non-employee directors of our General Partner in 2013 is reflected in the following table:
Name
Fees Paid in Cash(1)
($)
Unit Awards(2)
($)
All Other Compensation
($)
Total
($)
Bill W. Byrne(3)
$78,995
$75,143
$ —
$154,138
Paul E. Glaske
81,683
75,143
—
156,826
Ted Collins, Jr.
85,833
75,143
—
160,976
Michael K. Grimm
121,792
75,143
—
196,935
David K. Skidmore(4)
63,826
117,750
—
181,576
(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.
(3) Mr. Byrne resigned from the Board of Directors in August 2013.
(4) Mr. Skidmore was appointed to the Board of Directors in March 2013.
As of December 31, 2013, Messrs. Glaske, Collins and Grimm each had 2,352 unit awards outstanding and Mr. Skidmore had 2,500 unit awards
outstanding.
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