Boardwalk Pipeline Partners Strategic Long-Term Incentive Plan Grant of GP Phantom Units
Boardwalk
Pipeline Partners
Strategic
Long-Term Incentive Plan
Grantee:
_____________________________
Vesting
Date: __________________,
200_______
| 1. |
Grant
of GP Phantom Units.
Boardwalk Pipeline Partners,
LP
(the “Partnership”) hereby grants to you ______ GP Phantom Units under the
Boardwalk Pipeline Partners Strategic Long-Term Incentive Plan (the
“Plan”) on the terms and conditions set forth herein. In the event of any
conflict between the terms of this Agreement and the Plan, which
is
incorporated herein by reference as a part of this Agreement, the
terms of
the Plan shall control. A copy of the Plan is attached hereto. Capitalized
terms used in this Agreement but not defined herein shall have the
meanings ascribed to such terms in the Plan, unless the context requires
otherwise.
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| 2. |
Vesting. Except
as otherwise provided in Paragraph 3 below, the GP Phantom Units
granted
hereunder shall vest on the Vesting Date, provided the aggregate
amount of
cash distributions made by the Partnership with respect to a Unit
for the
four consecutive calendar quarters ending on or immediately prior
to such
Vesting Date equals or exceeds the Minimum Distribution Amount. If
the
aggregate amount of the cash distributions per Unit for such four
quarters
is less than the Minimum Distribution Amount, the GP Phantom Units
automatically shall be forfeited on the Vesting Date without payment.
The
Minimum Distribution Amount is
$1.61.
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| 3. |
Events
Occurring Prior to Vesting Date.
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|
(a)
|
Death,
Disability or Retirement.
If your employment with the Partnership and its Affiliates terminates
as a
result of your death, a disability that entitles you to benefits
under a
long-term disability plan of the Partnership or an Affiliate or on
or
after you qualify for retirement, the GP Phantom Units then held
by you
automatically will become fully vested upon such termination, provided
the
Minimum Distribution Amount per Unit has been met with respect to
the four
consecutive calendar quarters ending on or immediately preceding
such
employment termination date. As used herein, “retirement” means your
termination of employment on or after age 65 other than for “cause,” as
defined below, or your termination of employment other than for cause,
with the consent of the Committee, on or after reaching age
60.
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|
(b)
|
Involuntary
Termination for Cause.
If your employment with the Partnership and its Affiliates is terminated
by the Partnership other than for cause, the GP Phantom Units then
held by
you automatically will become fully vested upon such termination,
provided
the Minimum Distribution Amount per Unit has been met with respect
to the
four consecutive calendar quarters ending on or immediately preceding
such
termination of employment date. As used herein, “cause” shall have the
meaning set forth in the employment agreement between you and the
Partnership or an Affiliate, if such an agreement exists and contains
a
definition of cause; otherwise cause shall mean (1) your conviction
(or
plea of nolo contendere) for committing a felony under Federal law
or the
law of the state in which such action occurred, (2) dishonesty in
the
course of fulfilling your employment duties, (3) your willful and
deliberate failure to perform your employment duties in any material
respect or (4) such other event(s) as shall be determined in good
faith by
the Committee. The Committee shall, unless otherwise provided in
any
employment agreement with you, have the sole discretion to determine
whether cause exists, and its determination shall be
final.
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|
(c)
|
Other
Terminations.
If your employment with the Partnership and its Affiliates terminates
for
any reason other than as provided in Paragraphs 3(a) and (b) above,
all
unvested GP Phantom Units then held by you automatically shall be
forfeited without payment upon such termination.
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(d)
|
Change
of Control.
All outstanding GP Phantom Units held by you automatically shall
become
fully vested upon a Change of Control, provided the Minimum Distribution
Amount per Unit has been met with respect to the four consecutive
calendar
quarters ending on or immediately preceding the date of the Change
of
Control.
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For
purposes of this Paragraph 3, except to the extent provided otherwise by Section
409A of the Internal Revenue Code or regulations thereunder, if this Award
is
subject to Section 409A, “a termination of employment with the Partnership”
shall not include a change in your status between any of the following: as
an
employee or a director of, or a consultant to, the Partnership or an Affiliate
of the Partnership.
| 4. |
Payment.
No later than the end of the calendar year in which vesting occurs
or, if
later, the 15th day of the third month following the date of such
vesting,
the Partnership shall pay you an amount of cash equal to the product
of
(i) the Formula Value of a GP Phantom Unit on the date of such vesting
and
(ii) the number of your GP Phantom Units vesting on such date, less
any
taxes the Partnership is required to withhold from such
payment.
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| 5. |
Limitations
Upon Transfer.
All rights under this 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 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 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.
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| 6. |
Binding
Effect.
This Agreement shall be binding upon and inure to the benefit of
any
successor or successors of the Partnership and upon any person lawfully
claiming under you.
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| 7. |
Entire
Agreement.
This Agreement 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 GP Phantom Units 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.
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| 8. |
Modifications.
Except as provided below, 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 General
Partner.
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| 9. |
Governing
Law.
This
grant shall be governed by, and construed in accordance with, the
laws of
the State of Delaware, without regard to conflicts of laws principles
thereof.
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BOARDWALK
PIPELINE PARTNERS, L.P.
by
its general partner, Boardwalk GP, LP
by
its general partner, Boardwalk GP, LLC
By:
________________________________
Name:
________________________________
Title:
________________________________
