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ATLAS PIPELINE PARTNERS LP FILES (8-K) Disclosing Change in Directors or Principal Officers(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 27, 2014, Atlas Pipeline Partners, L.P. ("APL") established a cash-based retention program (the "Retention Program") pursuant to the Agreement and Plan of Merger, dated as of October 13, 2014 (the "APL Merger Agreement"), by and among APL, Atlas Pipeline Partners GP, LLC, the general partner of APL ("APL GP"), Atlas Energy, L.P., an indirect parent of APL and APL GP ("ATLS"), Targa Resources Corp. ("TRC"), Targa Resources Partners LP, a subsidiary of TRC ("TRP"), Targa Resources GP LLC, the general partner of TRP, and Trident MLP Merger Sub, LLC, a wholly owned subsidiary of TRP ("TRP Merger Sub"). The APL Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, TRP Merger Sub will merge with and into APL, with APL surviving the merger as a subsidiary of TRP (the "APL Merger"). Awards under the Retention Program will be allocated to employees (which may include APL executive officers) of the midstream business identified by, and in amounts determined by, the Executive Committee of ATLS (or its designees), and will vest on the closing date of the APL Merger, subject to the award recipient's continued employment with APL or its affiliates through such date. If an award or a portion thereof under the Retention Program is forfeited by a participant, the Executive Committee of ATLS (or its designees) may reallocate the award (or portion thereof) to existing employees or new hires of the midstream business. 2 -------------------------------------------------------------------------------- |