In the event that any person other than DCP Midstream, LLC and/or an affiliate thereof becomes the
beneficial owner of more than 50% of the combined voting power of the General Partner’s equity interests prior
to the completion of the Performance Period, the PPUs, RPUs and related DERs will (i) be replaced with
equivalent units of the new enterprise if there is no change in the recipient’s job status for twelve months or
(ii) fully vest if the recipient is severed or if the recipient’s job is lower in status within twelve months of the
change in control.
In the event an award recipient’s employment is terminated after the first anniversary of the grant date for
reasons of death, disability, early or normal retirement, or if the recipient is terminated by the General Partner
for reasons other than cause, the recipient’s (i) performance units will contingently vest on a pro-rata basis for
time worked over the Performance Period and final performance, measured at the end of the Performance
Period, will determine the payout and (ii) time vested units will become fully vested and payable. Termination
of employment for any other reason will result in the forfeiture of any unvested units.
Other Compensation
— In addition, our executives are eligible to participate in other compensation
programs, which include but are not limited to:
Company Matching and Retirement Contributions to Defined Contribution Plans
— Our executives may
elect to participate in the DCP Midstream, LP 401(k) and Retirement Plan. Under the plan, our executives may
elect to defer up to 75% of their eligible compensation, or up to the limits specified by the Internal Revenue
Service. We match the first 6% of eligible compensation contributed by the executive to the plan. In addition,
we make retirement contributions ranging from 4% to 7% of the eligible compensation of qualifying
participants to the plan, based on years of service, up to the limits specified by the Internal Revenue Service.
We have no defined benefit plans.
Miscellaneous Compensation
— Our executive officers are eligible to participate in a nonqualified
deferred compensation program. Executive officers are allowed to defer up to 75% of their base salary, up to
90% of their STI and up to 100% of their LTIP or other compensation. Executive officers elect either to receive
amounts contributed during specific plan years as a lump sum at a specific date, subject to Internal Revenue
Service rules, as an annuity (up to five years) at a specific date, subject to Internal Revenue Service rules, or in
a lump sum or annual annuity (over three to ten years) at termination.
Executive officers and other eligible employees may participate in a nonqualified, defined contribution
retirement plan. Benefits earned under this plan are attributable to compensation in excess of the annual
compensation limits under section 401(k) of the Internal Revenue Code. Under this plan, we make a
contribution of up to 13% of eligible compensation, as defined by the plan, to the nonqualified deferred
compensation program.
In addition, we provide our employees, including the executive officers, with a variety of health and
welfare benefit programs. The health and welfare programs are intended to protect employees against
catastrophic loss and promote well-being. These programs include medical, wellness, pharmacy, dental, life
insurance, and accidental death and disability. We also provide all our employees with a monthly parking pass
or a pass to be used on available public transportation systems.
We are a partnership and not a corporation for U.S. federal income tax purposes, and therefore, are not
subject to the executive compensation tax deductible limitations of Internal Revenue Code §162(m).
Accordingly, none of the compensation paid to our named executive officers is subject to the limitation.
Other
Unit Ownership Guidelines
— To underscore the importance of linking executive and unitholder interests,
the board of directors of our General Partner has adopted unit ownership guidelines for executive officers and
key employees who are eligible to receive long-term incentive awards. To that extent, the board has established
target equity ownership obligations for the various levels of executives, which have a five-year build term from
the date the executive officer commences employment with us. Ownership is reported annually to the
compensation committee. As of December 31, 2011, all of our executive officers have satisfied the unit
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