UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
December 3, 2009
December 3, 2009
TARGA RESOURCES PARTNERS LP
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) | 001-33303 (Commission File Number) | 65-1295427 (IRS Employer Identification No.) |
1000 Louisiana, Suite 4300
Houston, TX 77002
(Address of principal executive office and Zip Code)
Houston, TX 77002
(Address of principal executive office and Zip Code)
(713) 584-1000
(Registrants’ telephone number, including area code)
(Registrants’ telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)Long-Term Incentive Plan. On December 3, 2009, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Targa Resources Investments Inc. (“Targa Investments”), the indirect parent of Targa Resources, Inc. (the “Company”) which is the indirect parent of the general partner of Targa Resources Partners LP (the “Partnership”), made the following grants under the Targa Resources Investments Inc. Long-Term Incentive Plan (the “Plan”): 18,025 performance units to Mr. Rene R. Joyce, 13,860 performance units to Mr. Joe Bob Perkins, 13,464 performance units to Mr. James W. Whalen, 9,894 performance units to Mr. Michael A. Heim and 9,350 performance units to Mr. Jeffrey J. McParland. The Plan is administered by the Committee. The Committee also approved a new form of Performance Unit Grant Agreement to be used in connection with these and future awards under the Plan
Awards under the Plan may be made to employees, consultants and directors of Targa Investments and its affiliates who perform services for Targa Investments, including officers, directors and employees of the Company and the Partnership’s general partner. The Plan provides for the grant of performance units which are cash-settled awards linked to the relative performance of the Partnership’s common units. The awards made to Messrs. Joyce, Perkins, Whalen, Heim and McParland will vest on June 30, 2013, with the amounts vesting under such awards dependent on the Partnership’s performance compared to a peer-group consisting of the Partnership and 12 other publicly traded partnerships. The Committee has the ability to modify the peer-group in the event a peer company is no longer determined to be one of the Partnership’s peers. The cash settlement value of each performance unit award will be the value of an equivalent Partnership common unit at the time of vesting multiplied by a performance percentage which may be zero or range from 25% to 150% of the value of a common unit plus associated distributions over the three year period, which may be higher or lower than the Partnership common unit price at the time of the grant. If the Partnership’s performance equals or exceeds the performance for the 25th percentile of the group but is less than or equal to the 50th percentile of the group, the award will vest with a performance percentage ranging from 25% to 100%. If the Partnership’s performance equals or exceeds the performance for the 50th percentile of the group, the award will vest with a performance percentage ranging from 100% to 150%. If the Partnership’s performance is below the performance of the 25th percentile of the group, the performance percentage will be zero and no amounts will vest.
This description of the Plan is qualified in its entirety by reference to the Plan, a copy of which is filed as Exhibit 10.9 to the Partnership’s Registration Statement on Form S-1 (File No. 333-138747), as amended, and is incorporated herein by reference. A copy of the form of Performance Unit Grant Agreement is filed as Exhibit 10.2 to this Current Report and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit | ||
| Number | Description | |
| Exhibit 10.1 | Targa Resources Investments Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.9 to Targa Resources Partners LP’s Registration Statement on Form S-1/A filed February 1, 2007 (File No. 333-138747)). | |
| Exhibit 10.2 | Form of Performance Unit Grant Agreement |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| TARGA RESOURCES PARTNERS LP | ||||||
| By: | Targa Resources GP LLC, | |||||
| its general partner | ||||||
| Dated: December 7, 2009 | By: | /s/ Jeffrey J. McParland | ||||
| Executive Vice President and Chief Financial Officer | ||||||
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EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
| Exhibit 10.1 | Targa Resources Investments Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.9 to Targa Resources Partners LP’s Registration Statement on Form S-1/A filed February 1, 2007 (File No. 333-138747)). | |
| Exhibit 10.2 | Form of Performance Unit Grant Agreement |
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