exv10w1



 







Exhibit 10.1




Williams Partners GP LLC

Director Compensation Policy

Adopted November 29, 2005




Compensation of Directors




Members of the Board of Directors (the “Board”) of Williams Partners GP LLC (the “Company”) who are
also officers or employees of affiliates of the Company shall receive no additional compensation
for serving on the Board or Board committees.



I. Annual Compensation Package




Subject to adjustment as provided in Section IV below, for their service on the Board for the
period beginning on August 22 of each year and ending on August 21 of the following year (“Annual
Compensation Period”), directors who are not officers or employees of the Company or its
affiliates (each a “Non-Employee Director” and collectively “Non-Employee Directors”) shall receive
the following annual compensation package (“Annual Compensation Package”):




	 	1.	 	$50,000 cash;
	 
	 	2.	 	$25,000 in Restricted Units valued as of the grant date designated below; and
	 
	 	3.	 	$5,000 cash each for service on the conflicts and audit committees of the Board.





Notwithstanding the foregoing, with respect to the Annual Compensation Package for the 2005 Annual
Compensation Period for a person first elected as a Non-Employee Director on or before September
16, 2005, the Restricted Units shall be valued on the initial public offering price of Units
($21.50 per Unit).



Subject to the provisions of Section IV below, annual cash compensation amounts shall be paid as of
August 22 of each year and annual compensation in the form of Restricted Units shall be granted as
of August 22 of each year.



II. Other Compensation




In addition, each Non-Employee Director shall receive the following for service on the Board:




	 	1.	 	for a person first elected as a Non-Employee Director on or before September 16,
2005, a one-time grant of Restricted Units valued at $25,000 based on the initial public
offering price of Units ($21.50 per Unit), the grant date for which shall be the date of
the adoption of this policy;
	 
	 	2.	 	for a person first elected as a Non-Employee Director after September 16, 2005, a
one-time grant of Restricted Units valued at $25,000 on the date of election to the
Board; and





 









 






	 	3.	 	reimbursement for reasonable out-of-pocket expenses incurred in connection with
attending Board and committee meetings.





III. Restricted Period




Restricted Units awarded pursuant to this policy shall vest 180 calendar days following the date of
grant (the “Restricted Period”). Cash distributions on Restricted Units shall be paid.



IV. Interim Payment and Grant Dates and Proration





	 	1.	 	Interim Payment and Grant Dates.
	 
	 	 	 	A person who first becomes a Non-Employee Director on or after August 22 and prior to
December 1 shall receive the full Annual Compensation Package for such Annual Compensation
Period paid as of December 15, in the case of annual cash compensation amounts, and granted
as of December 15, in the case of annual compensation in the form of Restricted Units.
	 
	 	 	 	A person who first becomes a Non-Employee Director on or after December 1 and on or before
February 28 shall receive a prorated Annual Compensation Package for such first Annual
Compensation Period paid as of March 15, in the case of annual cash compensation amounts,
and granted as of March 15, in the case of annual compensation in the form of Restricted
Units.
	 
	 	 	 	A person who first becomes a Non-Employee Director on or after March 1 and prior to August
22 shall receive a prorated Annual Compensation Package for such first Annual Compensation
Period paid as of August 22, in the case of annual cash compensation amounts, and granted
as of August 22, in the case of annual compensation in the form of Restricted Units.
	 
	 	 	 	Notwithstanding the foregoing, a person first elected as a Non-Employee Director on or
before September 16, 2005 shall receive the full Annual Compensation Package for such
Annual Compensation Period paid, in the case of annual cash compensation amounts, and
granted, in the case of annual compensation in the form of Restricted Units, as of the date
this policy is adopted.
	 
	 	2.	 	Proration.
	 
	 	 	 	The number of Restricted Units for a prorated Annual Compensation Package shall be the
product of $25,000 in Restricted Units valued as of the grant date multiplied by a
fraction, the numerator of which is the number of full and fractional calendar months
elapsing between the date such person first becomes a





 









 






	 	 	 	Non-Employee Director and the following August 21 and the denominator of which is 12.
	 
	 	 	 	The amount of cash compensation for a prorated Annual Compensation Package shall be the
product of the aggregate annual cash compensation amount applicable to such Non-Employee
Director as set forth in Section I above multiplied by a fraction, the numerator of which
is the number of full and fractional calendar months elapsing between the date such person
first becomes a Non-Employee Director and the following August 21 and the denominator of
which is 12.





V. Other Provisions




Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the
Williams Partners GP LLC Long-Term Incentive Plan (the “Plan”).



Notwithstanding anything herein to the contrary, any grant of Restricted Units pursuant to this
policy shall be for a whole number of Restricted Units determined by rounding up to the next higher
whole number of Units any fractional portion of a Unit equal to or in excess of one-half Unit (and
otherwise rounding down to the next lower whole number of units).



Awards of Restricted Units pursuant to this policy shall be subject to the terms and conditions of
the Plan and any applicable Award Agreement.