Summary of Director and Executive Officer Compensation
Compensation of Directors
Each non-employee director receives an annual retainer of $20,000, payable quarterly, plus$1,000 for attending board and committee meetings. The Chairman of the Audit Committee receives$6,000 annually and the Chairmen of the Conflicts and Compensation, Nominating and GovernanceCommittees receive $2,000 annually. In February 2004, each of the non-employee directors receiveda grant of 1,350 phantom units, which will vest in February 2008. On October 18, 2004, upon thevesting of a portion of their phantom units granted in 2003, Messrs. Carmichael, Karn, Scott,Morian, Smith and Krueger each received a cash payment of $59,073, representing the market value oftheir vested phantom units. On January 25, 2005, Mr. Blakely received a cash payment of $74,364upon the vesting of a portion of his phantom units.
Compensation of Executive Officers
We have no executive officers, but we reimburse affiliates of the general partner forcompensation paid to the general partners executive officers in connection with managing us.Because the amounts we reimburse the affiliates of our general partner depend on the percentage oftime the executive officers spend managing our business, we cannot predict the exact amount we willreimburse those affiliates with respect to 2005 salaries for the executive officers. Based on ourcurrent estimates, the amounts we will reimburse the affiliates of our general partner in 2005 forMessrs. Robertson, Carter, Dunlap, Hogan and Wall will be approximately $0, $247,000, $170,000,$166,000 and $123,500, respectively.
At the discretion of our Compensation, Nominating and Governance Committee (the CNGCommittee), the executive officers may also receive cash bonuses under our Annual Incentive Plan.The Annual Incentive Plan has been previously filed with the Commission as Exhibit 10.4 to theAnnual Report on Form 10-K for the year ended December 31, 2005. These bonuses are typicallydetermined in December. In addition, the CNG Committee may award to the executive officers phantomunit grants under our Long-Term Incentive Plan pursuant to the Form of Phantom Unit Grant Agreementfiled with the Commission as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the period endedSeptember 30, 2004. On February 14, 2005, the CNG Committee awarded Messrs. Robertson, Carter,Dunlap, Hogan and Wall 10,000 phantom units, 5,000 phantom units, 3,500 phantom units, 2,900phantom units and 2,500 phantom units, respectively.
Finally, our general partner, in its discretion, may award to the executive officers up to7.5% of the cash it receives in connection with its incentive distribution rights. The totalamount paid to the executive officers with respect to incentive distributions in 2004 was $23,617.