Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.




(e) LTIP Amendment

On December 30, 2020, the Board of Directors (the "Board") of LE GP, LLC (the "General Partner"), the general partner of Energy Transfer LP ("ET"), approved and adopted the Second Amendment (the "Amendment") to the Amended and Restated Energy Transfer LP Long-Term Incentive Plan (as amended, the "ET Plan"). The Amendment amends the ET Plan to increase the number of ET common units that may be delivered with respect to awards granted under the Plan by 35,000,000.

The ET Plan was adopted in December 2017 and authorizes the ET Compensation Committee, in its discretion, to grant awards of restricted units, phantom units, unit options, unit appreciation rights and other awards related to ET common units upon such terms and conditions as it may determine appropriate and in accordance with general guidelines as defined by the ET Plan.

The foregoing description of the Amendment is not complete and is qualified in its entirety to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.

Cash Restricted Unit Plan

On December 30, 2020, the Board also adopted the Energy Transfer LP Long-Term Cash Restricted Unit Plan (the "CRU Plan"). The CRU Plan is intended to provide cash incentive awards based on the value of the ET common units to certain employees and directors of the General Partner, ET and their affiliates and subsidiaries (the "ET Group"), although all awards will be settled in the form of cash. Each award, or unit, will be equal to the value of one ET common unit. The CRU Plan will be administered by the ET Compensation Committee.

Unless otherwise provided within an individual award agreement, the CRU Plan provides for the following: (1) each award will vest in three equal installments on the first, second and third December 5th following the grant date of the award; (2) in the event that the individual's employment or service relationship with the ET Group is terminated due to death or disability, the award will receive accelerated vesting and will pay out in connection with the applicable termination of employment; and (3) if the individual's employment or service relationship is terminated for any other reason, all unvested awards will automatically be forfeited without consideration. In the event that a Change in Control (defined below) occurs, each award will receive accelerated vesting. The CRU Plan generally defines the term "Change in Control" as one or more of the following events: (a) any person or group (other than affiliates of the General Partner) becomes the beneficial owner of 50% or more of the combined voting power of the General Partner's equity securities by way of a merger, consolidation, recapitalization or otherwise; (b) the members of the General Partner approve a plan of complete liquidation of the General Partner; (c) the sale or other disposition of all or substantially all of the General Partner's assets to any person other than the General Partner or its affiliates; or (d) a person other than the General Partner (or an affiliate of the General Partner) becomes the general partner of ET.

The foregoing description of the CRU Plan is not complete and is qualified in its entirety to the full text of the CRU Plan, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference. The form of cash award agreement under the CRU Plan is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated into this Item 5.02 by reference.

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Item 9.01 Financial Statements and Exhibits.






Exhibit
Number

10.1           Second Amendment to the Amended and Restated Energy Transfer LP
             Long-Term Incentive Plan.

10.2           Energy Transfer LP Long-Term Cash Restricted Unit Plan.

10.3           Form of Cash Unit Award Agreement under the Energy Transfer LP
             Long-Term Cash Restricted Unit Plan.

104          Cover Page Interactive File (the cover page tags are embedded within
             the Inline XBRL document).

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