Tesoro Logistics LP Non-Employee Director Compensation Program

Summary

This agreement outlines the compensation program for non-employee directors of Tesoro Logistics LP. Directors receive annual cash retainers, meeting fees for both in-person and telephonic participation, and additional retainers for committee chairs. They are also granted annual equity awards in the form of phantom limited partnership units, which vest after one year if the director continues to serve. Directors are reimbursed for travel and lodging expenses related to board or committee meetings.

EX-10.16 21 h78279a4exv10w16.htm EX-10.16 exv10w16
EXHIBIT 10.16
TESORO LOGISTICS LP
NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
Cash Compensation
         
Board Service
       
Annual Retainer:
  $ 45,000  
Board Meeting Fees:
       
In-Person
  $ 1,500  
Telephonic
  $ 1,500  
 
       
Committee Service
       
Audit Committee:
       
Chair Annual Retainer:
  $ 10,000  
Other Standing Committees:
       
Chair Annual Retainer:
  $ 10,000  
 
       
Committee Meeting Fees:
       
In-Person
  $ 1,500  
Telephonic
  $ 1,500  
Equity Compensation
     
Annual Retainer:
  Annual unit-based award of phantom limited partnership units with a value of $50,000, granted during the first quarter of the year (the “Annual Equity Retainer”). Each Annual Equity Retainer will vest in full on the one-year anniversary of the date of grant, contingent on continued service by the director. Awards will include distribution equivalent rights (DERs) reflecting cash distributions on underlying units. DERs will be paid in cash at the time such awards vest.
Expense Reimbursement
Directors will be reimbursed for travel and lodging expenses they incur in connection with attending meetings of the Board of Directors or its committees.