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DCP Midstream, LP – ‘10-K’ for 12/31/21 – ‘EX-10.14’

On:  Friday, 2/18/22, at 4:17pm ET   ·   For:  12/31/21   ·   Accession #:  1338065-22-9   ·   File #:  1-32678

Previous ‘10-K’:  ‘10-K’ on 2/19/21 for 12/31/20   ·   Next & Latest:  ‘10-K’ on 2/17/23 for 12/31/22   ·   49 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/18/22  DCP Midstream, LP                 10-K       12/31/21  126:21M

Annual Report   —   Form 10-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.36M 
 2: EX-4.21     Instrument Defining the Rights of Security Holders  HTML    108K 
 3: EX-10.14    Material Contract                                   HTML     44K 
 4: EX-21.1     Subsidiaries List                                   HTML     41K 
 5: EX-22       Published Report re: Matters Submitted to a Vote    HTML     32K 
                of Security Holders                                              
 6: EX-23.1     Consent of Expert or Counsel                        HTML     32K 
 7: EX-23.2     Consent of Expert or Counsel                        HTML     32K 
 8: EX-31.1     Certification -- §302 - SOA'02                      HTML     37K 
 9: EX-31.2     Certification -- §302 - SOA'02                      HTML     37K 
10: EX-32.1     Certification -- §906 - SOA'02                      HTML     34K 
11: EX-32.2     Certification -- §906 - SOA'02                      HTML     34K 
17: R1          Document and Entity Information                     HTML    101K 
18: R2          Audit Information                                   HTML     40K 
19: R3          Consolidated Balance Sheets                         HTML    184K 
20: R4          Consolidated Statements of Operations               HTML    145K 
21: R5          Consolidated Statements of Comprehensive Income     HTML     66K 
                (Loss)                                                           
22: R6          Consolidated Statements of Cash Flows               HTML    124K 
23: R7          Consolidated Statements of Changes in Equity        HTML     69K 
24: R8          Description of Business and Basis of Presentation   HTML     39K 
                (Notes)                                                          
25: R9          Accounting Policies                                 HTML     78K 
26: R10         Recent Accounting Pronouncements (Notes)            HTML     46K 
27: R11         Dispositions (Notes)                                HTML     36K 
28: R12         Revenue Recognition (Notes)                         HTML     80K 
29: R13         Contract Liabilities (Notes)                        HTML     42K 
30: R14         Agreements and Transactions with Affiliates         HTML     96K 
31: R15         Inventories (Notes)                                 HTML     40K 
32: R16         Property, Plant and Equipment (Notes)               HTML     57K 
33: R17         Goodwill and Intangible Assets (Notes)              HTML     59K 
34: R18         Investments in Unconsolidated Affiliates            HTML    106K 
35: R19         Fair Value Measurement (Notes)                      HTML    168K 
36: R20         Leases (Notes)                                      HTML     97K 
37: R21         Debt (Notes)                                        HTML     80K 
38: R22         Risk Management and Hedging Activities (Notes)      HTML    152K 
39: R23         Partnership Equity and Distributions (Notes)        HTML    105K 
40: R24         Equity-Based Compensation (Notes)                   HTML    109K 
41: R25         Benefits                                            HTML     36K 
42: R26         Net Income or Loss per Limited Partner Unit         HTML     48K 
                (Notes)                                                          
43: R27         Income Taxes                                        HTML     46K 
44: R28         Commitments and Contingent Liabilities (Notes)      HTML     44K 
45: R29         Restructuring (Notes)                               HTML     35K 
46: R30         Business Segments (Notes)                           HTML    210K 
47: R31         Supplemental Cash Flow Information (Notes)          HTML     50K 
48: R32         Subsequent Events (Notes)                           HTML     35K 
49: R33         Description of Business and Basis of Presentation   HTML     35K 
                (Policies)                                                       
50: R34         Accounting Policies (Policies)                      HTML    131K 
51: R35         Revenue Recognition (Tables)                        HTML    128K 
52: R36         Contract Liabilities (Tables)                       HTML     42K 
53: R37         Agreements and Transactions with Affiliates         HTML     91K 
                (Tables)                                                         
54: R38         Inventories (Tables)                                HTML     40K 
55: R39         Property, Plant and Equipment (Tables)              HTML     57K 
56: R40         Goodwill and Intangible Assets (Tables)             HTML     61K 
57: R41         Investments in Unconsolidated Affiliates (Tables)   HTML     99K 
58: R42         Fair Value Measurement (Tables)                     HTML    150K 
59: R43         Leases (Tables)                                     HTML    101K 
60: R44         Debt (Tables)                                       HTML     68K 
61: R45         Risk Management and Hedging Activities (Tables)     HTML    140K 
62: R46         Partnership Equity and Distributions (Tables)       HTML     96K 
63: R47         Equity-Based Compensation (Tables)                  HTML    108K 
64: R48         Earnings Per Share (Tables)                         HTML     46K 
65: R49         Business Segments (Tables)                          HTML    205K 
66: R50         Statement of Cash Flows, Supplemental Disclosures   HTML     50K 
                (Tables)                                                         
67: R51         Description of Business and Basis of Presentation   HTML     50K 
                - Additional Information (Detail)                                
68: R52         Dispositions (Details)                              HTML     42K 
69: R53         Revenue Recognition (Details)                       HTML     84K 
70: R54         Contract Liabilities (Details)                      HTML     42K 
71: R55         Agreements and Transactions with Affiliates -       HTML     43K 
                Additional Information (Detail)                                  
72: R56         Agreements and Transactions with Affiliates -       HTML     60K 
                Transactions with Affiliates (Detail)                            
73: R57         Agreements and Transactions with Affiliates -       HTML     48K 
                Balances with Affiliates (Detail)                                
74: R58         Inventories - Schedule of Inventories (Detail)      HTML     38K 
75: R59         Inventories - Additional Information (Detail)       HTML     34K 
76: R60         Property, Plant and Equipment - Classification of   HTML     68K 
                Property, Plant and Equipment (Detail)                           
77: R61         Property, Plant and Equipment - Additional          HTML     36K 
                Information (Detail)                                             
78: R62         Asset Retirement Obligations (Details)              HTML     39K 
79: R63         Goodwill (Details)                                  HTML     42K 
80: R64         Intangible Assets (Details)                         HTML     66K 
81: R65         Investments In Unconsolidated Affiliates -          HTML     80K 
                Investments In Unconsolidated Affiliates (Detail)                
82: R66         Investments in Unconsolidated Affiliates -          HTML     60K 
                Earnings from Investments in Unconsolidated                      
                Affiliates (Detail)                                              
83: R67         Investments in Unconsolidated Affiliates - Equity   HTML     57K 
                Method Investment Summarized Financial                           
                Information, Statement of Operations (Detail)                    
84: R68         Investments in Unconsolidated Affiliates - Equity   HTML    101K 
                Method Investment Summarized Financial                           
                Information, Balance Sheet (Detail)                              
85: R69         Fair Value Measurement - Impairment (Details)       HTML     56K 
86: R70         Fair Value Measurement - Financial Instruments      HTML    109K 
                Carried at Fair Value (Detail)                                   
87: R71         Fair Value Measurement - Condensed Consolidated     HTML     70K 
                Balance Sheets for Derivative Financial                          
                Instruments (Detail)                                             
88: R72         Schedule of Valuation Processes (Detail)            HTML     59K 
89: R73         Carrying Value and Fair Value of Debt (Detail)      HTML     38K 
90: R74         Leases, Additional Information (Details)            HTML     64K 
91: R75         Schedule of Leased Assets and Liabilities           HTML     47K 
                (Details)                                                        
92: R76         Leases, Lease Cost (Details)                        HTML     46K 
93: R77         Leases, Schedule of Minimum Operating and Finance   HTML     72K 
                Lease Payments (Details)                                         
94: R78         Leases, Supplemental Cash Flow and Other            HTML     54K 
                Information (Details)                                            
95: R79         Debt - Schedule of Debt (Detail)                    HTML    112K 
96: R80         Debt - Additional Information (Detail)              HTML     82K 
97: R81         Debt - Future Maturities of Long-Term Debt          HTML     48K 
                (Detail)                                                         
98: R82         Risk Management and Hedging Activities -            HTML     46K 
                Additional Information (Detail)                                  
99: R83         Risk Management and Hedging Activities - Summary    HTML     53K 
                of Gross and Net Amounts of Derivative Instruments               
                (Detail)                                                         
100: R84         Risk Management and Hedging Activities - Schedule   HTML     54K  
                of Designated and Non-Designated Derivative                      
                Instruments in Statement of Financial Position,                  
                Fair Value (Detail)                                              
101: R85         Risk Management and Hedging Activities - Schedule   HTML     69K  
                of Cash Flow Hedges Included in Accumulated Other                
                Comprehensive Income (Loss) (Detail)                             
102: R86         Risk Management and Hedging Activities - Schedule   HTML     42K  
                of Changes in Derivative Instruments not                         
                Designated as Hedging Instruments (Detail)                       
103: R87         Risk Management and Hedging Activities - Schedule   HTML     63K  
                of Net Long or Short Positions Expected to be                    
                Realized (Detail)                                                
104: R88         Partnership Equity and Distributions - Additional   HTML     46K  
                Information (Detail)                                             
105: R89         Partnership Equity and Distributions - Cash         HTML     75K  
                Distribution (Detail)                                            
106: R90         Equity-Based Compensation (Details)                 HTML     91K  
107: R91         Fair Value of Unvested Unit-based Awards (Details)  HTML     52K  
108: R92         Equity-Based Compensation - Additional Information  HTML     37K  
                (Details)                                                        
109: R93         Benefits (Details)                                  HTML     44K  
110: R94         Net Income or Loss per Limited Partner Unit         HTML     47K  
                Additional Detail (Details)                                      
111: R95         Income Taxes (Details)                              HTML     44K  
112: R96         Restructuring (Details)                             HTML     39K  
113: R97         Business Segments - Segment Information (Detail)    HTML    149K  
114: R98         Business Segments - Segment Assets (Detail)         HTML     66K  
115: R99         Statement of Cash Flows, Supplemental Disclosures   HTML     45K  
                (Details)                                                        
116: R100        Other Income and Expenses (Details)                 HTML     76K  
117: R101        Condensed Consolidating Financial Information -     HTML     93K  
                Condensed Consolidating Balance Sheets (Detail)                  
118: R102        Condensed Consolidating Financial Information -     HTML    142K  
                Condensed Consolidating Statements of Operations                 
                (Detail)                                                         
119: R103        Condensed Consolidating Financial Information -     HTML     66K  
                Condensed Consolidating Statement of Comprehensive               
                Income (Detail)                                                  
120: R104        Condensed Consolidating Financial Information -     HTML     65K  
                Condensed Consolidating Statements of Cash Flows                 
                (Detail)                                                         
121: R105        Subsequent Events - Additional Information          HTML     94K  
                (Detail)                                                         
124: XML         IDEA XML File -- Filing Summary                      XML    229K  
122: XML         XBRL Instance -- dpm-20211231_htm                    XML   4.52M  
123: EXCEL       IDEA Workbook of Financial Reports                  XLSX    167K  
13: EX-101.CAL  XBRL Calculations -- dpm-20211231_cal                XML    230K 
14: EX-101.DEF  XBRL Definitions -- dpm-20211231_def                 XML   1.46M 
15: EX-101.LAB  XBRL Labels -- dpm-20211231_lab                      XML   2.61M 
16: EX-101.PRE  XBRL Presentations -- dpm-20211231_pre               XML   1.94M 
12: EX-101.SCH  XBRL Schema -- dpm-20211231                          XSD    294K 
125: JSON        XBRL Instance as JSON Data -- MetaLinks              602±   911K  
126: ZIP         XBRL Zipped Folder -- 0001338065-22-000009-xbrl      Zip   1.79M

‘EX-10.14’   —   Material Contract

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

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DCP Midstream, LP
2016 Long-Term Incentive Plan
Restricted Phantom Unit Award Agreement

Awardee:            __________
Award Date:            __________
(also known as Grant Date)
Restricted Period:        The three-year period beginning on__________

1.Award of Restricted Phantom Units (also known as Grant). DCP Services, LLC (the “Company”) hereby grants to you Phantom Units hereafter referred to as Restricted Phantom Units (“RPUs”) allocated as __________ DCP common units under the DCP Midstream, LP 2016 Long-Term Incentive Plan (the “Plan”) on the terms and conditions set forth herein. The number of RPUs has been determined based on the average closing price of the DCP common units during the previous twenty trading days ending two days prior to the Award Date and includes a tandem Dividend Equivalent Right (“DER”) grant with respect to each RPU. The Company will establish a DER bookkeeping account for you with respect to each RPU granted that shall be credited with an amount equal to the cash dividends, expressed in US dollars, made during the Restricted Period with respect to the DCP common units. Unless otherwise defined herein, terms used, but not defined, in this Award Agreement shall have the same meaning as set forth in the Plan.

2.Vesting. The RPUs are considered “Vested” once they are no longer forfeitable. Except as provided in Paragraph 3 below, the RPUs granted hereunder shall become Vested only if you have not ceased to be an Employee for any reason (a “Termination of Service”) prior to the end of the Restricted Period.

3.Early Vesting Events. You may become Vested prior to the end of the Restricted Period as provided in Paragraph (a) below.
(a)    Death, Disability, Layoff or Retirement. If you incur a Termination of Service more than 180 days from the Award Date as a result of your death, disability or layoff, or if you incur a Termination of Service more than 180 days from the Award Date and on or after your Retirement Age (defined as age 55 and completion of at least five (5) continuous years of service with the Company and/or its Affiliates) for reasons other than “cause” (as determined by the Company in its discretion), the Restricted Period shall terminate and your RPUs and any earned but unpaid DERs will become fully Vested on the date of your Termination of Service.

(b)    Other Terminations of Service. If your Termination of Service occurs prior to the end of the Restricted Period for any reason other than as provided in Paragraph 3(a) above, the Restricted Period shall terminate, and all of your RPUs and unearned DERs shall be forfeited without payment automatically upon the date of your Termination of Service.

4.Payments.
(a)RPUs. As soon as administratively practicable after the date the Restricted Period terminates (the “Restricted Period End Date”), you will be issued DCP common units equal to the number of your Vested RPUs, unless the Company decides to pay to you in cash an amount equal to the average closing price of your Vested RPUs based on the previous twenty trading days immediately prior to the Restricted Period End Date multiplied by your Vested RPUs, less any taxes the Company is required to withhold from such payment. The Company has sole discretion to determine which method of payment will be used. Payment will be made no later than 2˝ months following the Restricted Period End Date (you are not permitted to designate the year of payment in situations where the payment period crosses multiple years), less all applicable taxes required to be withheld therefrom, unless deferred into the Executive Deferred Compensation Plan in accordance with Code Section 409A or


delayed pursuant to Section 8(n) of the Plan (related to the six-month delay requirement under Code Section 409A).

(b)DERs. DERs are considered earned as of the quarterly record date. As soon as administratively practicable after each quarterly dividend payment date during the Restricted Period and any six-month delay required under Code Section 409A, the Company shall pay you in cash, with respect to each RPU, an amount equal to the DERs credited to your DER account during that calendar quarter, less any taxes the Company is required to withhold from such payment.

5.Limitations Upon Transfer. All rights under this Award Agreement shall belong to you alone and may not be transferred, assigned, pledged, or hypothecated by you in any way (whether by operation of law or otherwise), other than by will or the laws of descent and distribution or by a beneficiary designation form filed with the Company in accordance with the procedures established by the Company for such designation, and shall not be subject to execution, attachment, or similar process. Upon any attempt by you to transfer, assign, pledge, hypothecate, or otherwise dispose of such rights contrary to the provisions in this Award Agreement or the Plan, or upon the levy of any attachment or similar process upon such rights, such rights shall immediately become null and void.

6.Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and upon any person lawfully claiming under you.
7.Entire Agreement. This Award Agreement along with the Plan constitutes the entire agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the RPUs granted hereby. Without limiting the scope of the preceding sentence, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect.

8.Modifications. Any modification of this Agreement shall be effective only if it is in writing and signed by both you and an authorized officer of the Company.
9.Governing Law. This award shall be governed by, and construed in accordance with, the laws of the State of Colorado, without regard to conflicts of laws or principles thereof.
10.Plan Controls. By accepting this Award, you acknowledge and agree that the RPUs are granted under and governed by the terms and conditions of this Award Agreement and the Plan, a copy of which has been furnished to you. In the event of any conflict between the Plan and this Award Agreement, the terms of the Plan shall control. All decisions or interpretations of the Committee upon any questions relating to the Plan or this Award Agreement are binding, conclusive and final on all persons.
DCP Services, LLC


By:
Name:
Title:
Awardee Acknowledgement and Acceptance
By:
Name:

1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/21/22  DCP Midstream, LP                 S-8         4/21/22    5:80K                                    Donnelley … Solutions/FA

48 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/19/21  DCP Midstream, LP                 8-K:1,2,8,911/19/21   14:502K                                   Donnelley … Solutions/FA
 8/04/21  DCP Midstream, LP                 8-K:1,2,9   8/02/21   14:3.8M
 5/06/21  DCP Midstream, LP                 10-Q        3/31/21  104:12M
 2/19/21  DCP Midstream, LP                 10-K       12/31/20  133:24M
 6/24/20  DCP Midstream, LP                 8-K:1,2,8,9 6/24/20   14:498K                                   Donnelley … Solutions/FA
12/23/19  DCP Midstream, LP                 8-K:1,2,9  12/23/19   13:292K
12/10/19  DCP Midstream, LP                 8-K:1,2,9  12/09/19   13:531K
11/08/19  DCP Midstream, LP                 8-K:1,3,5,911/06/19   13:2.2M                                   Donnelley … Solutions/FA
 8/12/19  DCP Midstream, LP                 8-K:1,2,9   8/12/19   13:263K
 5/10/19  DCP Midstream, LP                 8-K:1,2,7,8 5/08/19    6:540K                                   Donnelley … Solutions/FA
10/04/18  DCP Midstream, LP                 8-K:1,3,5,710/02/18    7:1.3M                                   Donnelley … Solutions/FA
 8/14/18  DCP Midstream, LP                 8-K:1,2,9   8/09/18    3:975K                                   Donnelley … Solutions/FA
 7/17/18  DCP Midstream, LP                 8-K:1,2,8,9 7/17/18    4:238K                                   Donnelley … Solutions/FA
 5/11/18  DCP Midstream, LP                 8-K:1,3,5,7 5/09/18    7:1.2M                                   Donnelley … Solutions/FA
 2/26/18  DCP Midstream, LP                 10-K       12/31/17  129:23M
12/08/17  DCP Midstream, LP                 8-K:1,2,9  12/06/17    2:918K                                   Donnelley … Solutions/FA
11/20/17  DCP Midstream, LP                 8-K:3,5,8,911/20/17    5:278K                                   Donnelley … Solutions/FA
 5/10/17  DCP Midstream, LP                 10-Q        3/31/17  111:15M
 2/15/17  DCP Midstream, LP                 10-K       12/31/16  124:23M
 1/17/17  DCP Midstream, LP                 8-K:5,9     1/11/17    3:51K
 1/06/17  DCP Midstream, LP                 8-K:1,2,3,512/30/16   16:2.7M                                   Donnelley … Solutions/FA
 3/15/16  DCP Midstream, LP                 DEF 14A     4/28/16    1:2M
 4/02/14  DCP Midstream, LP                 8-K:1,2,3,7 3/28/14    4:105K
 3/13/14  DCP Midstream, LP                 8-K:1,2,7,9 3/10/14    6:891K
 2/28/14  DCP Midstream, LP                 8-K:1,7,9   2/27/14    6:634K
 2/26/14  DCP Midstream, LP                 8-K:1,2,3,7 2/25/14    8:2.5M
11/06/13  DCP Midstream, LP                 10-Q        9/30/13  108:27M
 8/06/13  DCP Midstream, LP                 8-K:1,2,7,9 8/05/13    5:1.5M
 4/03/13  DCP Midstream, LP                 8-K:1,2,3,7 3/28/13    3:83K                                    Donnelley … Solutions/FA
 3/14/13  DCP Midstream, LP                 8-K:1,2,9   3/14/13    4:223K                                   Donnelley … Solutions/FA
 2/27/13  DCP Midstream, LP                 8-K:1,2,7,9 2/27/13    3:729K                                   Donnelley … Solutions/FA
 2/21/13  DCP Midstream, LP                 8-K:1,5,9   2/14/13    4:193K                                   Donnelley … Solutions/FA
11/07/12  DCP Midstream, LP                 8-K:1,2,3,711/01/12    9:2.1M                                   Donnelley … Solutions/FA
 6/29/12  DCP Midstream, LP                 8-K:1,7,9   6/25/12    5:656K                                   Donnelley … Solutions/FA
 6/14/12  DCP Midstream, LP                 8-K:1,3,8,9 6/14/12  121:22M                                    Donnelley … Solutions/FA
 4/05/12  DCP Midstream, LP                 8-K:1,2,3,7 3/30/12    4:65K                                    Donnelley … Solutions/FA
 3/01/12  DCP Midstream, LP                 8-K:1,9     2/27/12    2:304K                                   Donnelley … Solutions/FA
 1/13/12  DCP Midstream, LLC                SC 13D/A               2:355K DCP Midstream, LP                 Donnelley … Solutions/FA
11/08/10  DCP Midstream, LP                 8-K:1,9    11/04/10    3:595K                                   Donnelley … Solutions/FA
 9/30/10  DCP Midstream, LP                 8-K:1,2,9   9/30/10    5:647K                                   Donnelley … Solutions/FA
 3/05/09  DCP Midstream, LP                 10-K       12/31/08   16:3.7M                                   RR Donnelley
 5/25/07  DCP Midstream, LP                 8-K:1,3,7,9 5/23/07    3:642K                                   Toppan Merrill/FA
 5/25/07  DCP Midstream, LP                 8-K:1,3,7,8 5/21/07    5:896K                                   Toppan Merrill/FA
 5/14/07  DCP Midstream, LP                 8-K:1,2,7,9 5/09/07    6:1.3M                                   Toppan Merrill/FA
10/13/06  DCP Midstream, LP                 8-K:1,7,9  10/09/06    4:1.3M                                   Toppan Merrill/FA
12/12/05  DCP Midstream, LP                 8-K:1,2,3,512/09/05    9:1.8M                                   Bowne - Houston/FA
 9/16/05  DCP Midstream, LP                 S-1                    6:2.5M                                   Bowne BDN/FA
 8/16/00  DCP Midstream, LLC                8-K:5,7     8/10/00    5:215K                                   Bowne - Houston/FA
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