Item 5.02   Departure of Directors or Certain Officers; Election of Directors;
            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

(e) 2020 Annual Incentive Compensation Plan. On January 16, 2020, the Compensation Committee (the "Committee") of the Board of Directors of Targa Resources Corp. (the "Company"), which is the indirect parent of the general partner of Targa Resources Partners LP (the "Partnership"), approved the Company's 2020 Annual Incentive Compensation Plan (the "Bonus Plan"). The Bonus Plan is an annual cash bonus plan available to all of the Company's employees, including its executive officers, who also serve as executive officers of the Partnership's general partner. The purpose of the Bonus Plan is to reward employees for contributions toward the Company's business priorities (including business priorities with respect to the Partnership) approved by the Committee and to aid the Company in retaining and motivating employees. Under the Bonus Plan, the level of funding of the cash bonus pool is based on the Company's achievement of certain business priorities, including financial, operational, sustainability and safety objectives.

The Committee has established the following key business priorities for 2020:



 Category         What it includes                       Why is it important
Financial         •Adjusted EBITDA                       Adjusted EBITDA and balance
Performance       •Growth compared to internal plan      sheet management together
                  and public expectations                emphasize the importance of
                  •Balance sheet management              profitable growth grounded in
                  •Reducing Debt / Adjusted EBITDA       prudent fiscal management
                  •Funding and liquidity

Operational       •Project execution                     Stresses the importance of
Performance       •Operational execution                 operational excellence and
                  •Volume growth                         optimization of asset utilization
                  •Commercial execution                  through increasing volumes, while
                  •Capital discipline                    focused on commercial execution
                                                         and capital discipline - key
                                                         drivers of value creation

Sustainability    •Talent management                     Promotes focus on investment in
                  •Environmental, social and             human capital and on
                  governance (ESG)                       incorporating the interests of
                                                         all key stakeholders in the
                                                         execution of our business
                                                         strategy to help ensure that
                                                         annual performance leads to
                                                         sustainable long-term growth

Safety            •A holistic scorecard including        Stresses critical nature of safe
                  quantitative and qualitative           operations and reinforces
                  evaluation of incident rates,          philosophy that strong safety
                  severity, process improvement, etc.    performance is an expectation and
                  •Operates outside plan as a            not a justification for increased
                  modifier that can reduce plan          incentive compensation
                  payout if performance is below
                  expectations

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The Committee has targeted a total cash bonus pool for achievement of the business priorities based on the sum of individual employee market-based target bonus opportunities, which are based on a percentage of each employee's eligible earnings. Generally, eligible earnings are an employee's base salary and overtime pay. Near or following the end of the year, the Chief Executive Officer ("CEO") recommends to the Committee the total amount of cash to be allocated to the bonus pool based upon overall performance of the Company relative to the established objectives, generally ranging from 0 to 2x the aggregate target bonus opportunities for all employees in the pool. Upon receipt of the CEO's recommendation, the Committee, in its sole discretion, determines the total amount of cash to be allocated to the bonus pool. The Committee has discretion to adjust the cash bonus pool attributable to the achievement of business priorities based on accomplishment of the applicable objectives as determined by the Committee and the CEO. Additionally, the Committee, in its sole discretion, determines the amount of the cash bonus award to each of the Company's executive officers, including the CEO. The executive officers determine the amount of the cash bonus pool to be allocated to the Company's departments, groups and employees (other than the executive officers of the Company) based on performance and upon the recommendation of their supervisors, managers and line officers. A copy of the Bonus Plan is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits


 Exhibit
 Number          Description

   10.1            Targa Resources Corp. 2020 Annual Incentive Compensation Plan

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document).

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