| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PAA | Phantom Units | Award | $0 | +102K | $0.00 | 102K | Aug 17, 2023 | Common Units | 102K | Direct | F1, F2, F3, F4, F5 |
| Id | Content |
|---|---|
| F1 | Grant of Phantom Units under Long-Term Incentive Plan (includes distribution equivalent rights payable in cash). |
| F2 | One common unit is deliverable, upon vesting, for each Phantom Unit that vests. |
| F3 | These phantom units will vest as follows: (a) Tranche 1, consisting of 51,075 phantom units, will vest on the August 2026 distribution date assuming continued service through such date; (b) Tranche 2, consisting of 25,537 phantom units (assuming 100% payout at target), will potentially vest on the August 2026 distribution date at a scaled payout range of between 0% to 200% based on PAA's total shareholder return (TSR) over the three-year period ending June 30, 2026 compared to the TSR of a selected peer group (payout based on numeric rank with 100% earned at median and interpolation between ranks, and with payout being subject to reduction by up to 25 basis points, but not below 100%, if actual TSR is negative); and |
| F4 | c) Tranche 3, consisting of 25,538 phantom units (assuming 100% payout at target), will potentially vest on the August 2026 distribution date at a scaled payout range of between 0% and 200% based on PAA achieving cumulative distributable cash flow (DCF) per common unit equivalent (CUE) of $7.45 over the three-year period ending June 30, 2026 (with payout equaling 100% at cumulative DCF/CUE over such period of $7.45 and being equal to 0% for cumulative DCF/CUE over such period of $6.705 or lower and 200% for cumulative DCF/CUE over such period of $8.38125 or higher, with interpolation between such points, and with payout being subject to reduction by 25 basis points if PAA's leverage ratio (long term debt/adjusted EBITDA) as of June 30, 2026 is greater than the leverage ratio that equals the upper end of our then applicable guidance range (e.g., 3.5x is the upper end of PAA's current public guidance range of 3.0x to 3.5x)). |
| F5 | DERs associated with Tranche 1 will accrue for the first year and be paid in cash in a lump sum on the August 2024 distribution date; beginning in November 2024, DERs associated with Tranche 1 will be paid quarterly until the phantom units vest or terminate. DERs associated with Tranches 2 and 3 will accrue during the three-year vesting period and be paid in cash in a lump sum on the August 2026 distribution date with respect to each phantom unit that vests, if any, on such date. Any Tranche 2 or Tranche 3 phantom units that are determined to not have vested as of the August 2026 distribution date shall expire as of such date. |