(b) In the event of termination for reasons of death, disability, early or normal retirement, or if the recipient is
terminated by the General Partner for reasons other than cause, at least one year after the grant date.
Compensation of Directors
General
— Effective February 15, 2012, the board of directors of the General Partner approved a
compensation package for directors who are not officers or employees of affiliates of the General Partner, or
Non-Employee Directors. Members of the board who are also officers or employees of affiliates of the General
Partner do not receive additional compensation for serving on the board. The board approved the payment to
each Non-Employee Director of an annual compensation package containing the following: (1) a $40,000
retainer; (2) a board meeting fee of $1,250 for each board meeting attended; (3) a telephonic board and
committee meeting fee of $500 for each telephonic meeting attended, except a telephonic audit committee fee
of $1,500 for each telephonic audit committee attended; and (4) an annual grant of Phantom Units that
approximate $50,000 of value, awarded pursuant to the LTIP, that have a six month vesting period. The
directors also receive DERs, based on the number of units awarded, which are paid in cash on a quarterly basis.
The Phantom Units will be paid in units upon vesting.
The compensation committee reviews data from market surveys provided by BDO to assess the corporate
position with respect the director compensation, The BDO study was based on compensation as reported in the
annual reports on For 10-K for a group of peer companies with a similar tax status, and the Towers Watson
database.
Our directors will also be reimbursed for out-of-pocket expenses associated with their membership on our
board of directors. Each director will be fully indemnified by us for his actions associated with being a director
to the fullest extent permitted under Delaware law.
Committees
— The chairman of the audit committee of the board will receive an annual retainer of
$20,000 and the members of the audit committee will receive $1,500 for each audit committee meeting
attended; telephonic or in-person. The chairman of the special committee of the board will likewise receive an
annual retainer of $20,000 and the members of the special committee will receive $1,250 for each special
committee meeting attended. The Non-Employee Director members of the compensation committee will
receive $1,250 for each compensation committee meeting attended. Finally, the Non-Employee Director
members of the pricing committee will receive $1,000 for each pricing committee meeting attended.
Following is the compensation of the General Partner’s Non-Employee Directors for the year ended
December 31, 2011:
Name
Fees Earned
or Paid in
Cash
LTIP
Awards
(a)
DERs
Total
Paul F. Ferguson, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . $94,500 $41,800 $1,258 $137,558
Frank A. McPherson . . . . . . . . . . . . . . . . . . . . . . . . . $75,000 $41,800 $1,258 $118,058
Thomas C. Morris . . . . . . . . . . . . . . . . . . . . . . . . . . . $74,500 $41,800 $1,258 $117,558
Stephen R. Springer . . . . . . . . . . . . . . . . . . . . . . . . . $94,500 $41,800 $1,258 $137,558
a) The amounts in this column reflect the grant date fair value of LTIP awards in accordance with the
provisions of ASC 718.
Mr. Ferguson is the audit committee chair and a member of the special committee.
Mr. McPherson is a member of the audit committee, the compensation committee and the special
committee.
Mr. Morris is a member of the audit committee and the special committee.
Mr. Springer is the special committee chair and a member of the audit committee.
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