Energy Transfer 2010 Annual Report Download - page 106

executive compensation from our General Partner. For the year ended December 31, 2010, we paid 100% of the
compensation of the executive officers of our General Partner as we represent the only business managed by our
General Partner.
Our General Partner is ultimately controlled by the general partner of ETE, which general partner entity is
partially-owned by certain of our current and prior named executive officers. We pay quarterly distributions to
our General Partner in accordance with our Partnership Agreement with respect to its ownership of a general
partner interest and the incentive distribution rights specified in our Partnership Agreement. The amount of each
quarterly distribution that we must pay to our General Partner is based solely on the provisions of our Partnership
Agreement, which agreement specifies the amount of cash we distribute to our General Partner based on the
amount of cash that we distribute to our limited partners each quarter. Accordingly, the cash distributions we
make to our General Partner bear no relationship to the level or components of compensation of our General
Partner’s executive officers. Our General Partner’s distribution rights are described in detail in Note 7 to our
consolidated financial statements. Our named executive officers also own directly and indirectly certain of our
limited partner interests and, accordingly, receive quarterly distributions. Such per unit distributions equal the per
unit distributions made to all our limited partners and bear no relationship to the level of compensation of the
named executive officers.
For a more detailed description of the compensation of our named executive officers, please see
“— Compensation Tables” below.
Compensation Committee
We are a limited partnership and our units are listed on the NYSE. Although the rules of the NYSE do not
require publicly traded limited partnerships to have a compensation committee, the board of directors of our
General Partner has established a Compensation Committee that is composed of two directors of our General
Partner (Messrs. Byrne and Grimm) who our General Partner has determined to be “independent” (as that term is
defined in the applicable NYSE corporate governance standards) and one director (Mr. Davis) who is not
“independent” under the NYSE standards.
The Compensation Committee’s responsibilities include, among other duties, the following:
• annually review and approve goals and objectives relevant to compensation of the CEO;
• annually evaluate the CEO’s performance in light of these goals and objectives, and make recommendations
to the board of directors of our General Partner with respect to the CEO’s compensation levels based on this
evaluation;
• based on input from, and discussion with, the CEO, make recommendations to the board of directors of our
General Partner with respect to non-CEO executive officer compensation, including incentive compensation
and compensation under equity based plans;
• make determinations with respect to the grant of equity-based awards to executive officers under our equity
incentive plans;
• periodically evaluate the terms and administration of ETP’s short-term and long-term incentive plans to
assure that they are structured and administered in a manner consistent with ETP’s goals and objectives;
• periodically evaluate incentive compensation and equity-related plans and consider amendments if
appropriate;
• periodically evaluate the compensation of the directors;
• retain and terminate any compensation consultant to be used to assist in the evaluation of director, CEO or
executive officer compensation; and
• perform other duties as deemed appropriate by the board of directors of our General Partner.
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