Contract
EXHIBIT 10.4
Option
Grant under the
Enterprise
Products 1998 Long-Term Incentive Plan
|
Date
of Grant:
|
____________________,
200__
|
|
Name
of Optionee:
|
__________________________
|
|
Option
Exercise Price per Common Unit:
|
$_________
(“Exercise Price”)
|
|
Number
of Options Granted (One
Option
equals the Right to
Purchase
One Common Unit):
|
_________
|
|
Option
Grant Number:
|
O08-_______
|
EPCO,
Inc. (the “Company”) is pleased to inform you that you have been granted options
(the “Options”) under the Enterprise Products 1998 Long-Term Incentive Plan (the
“Plan”) to purchase units representing limited partner interests (“Common
Units”) of Enterprise Products Partners L.P. (the “Partnership”) as
follows:
1.
You are hereby granted the number of Options to acquire a Common Unit set forth
above, each such Option having the option exercise price set forth
above.
2.
The Options shall become fully vested (exercisable) on the earlier of (i) the
date that is four years after the Date of Grant set forth above (the “Vesting
Date”) and (ii) a Qualifying Termination. A “Qualifying Termination”
means your employment with the Company and its Affiliates is terminated due to
your (a) death, (b) receiving long-term disability benefits under the
Company’s long-term disability plan provided such disability qualifies as a
“disability” under Section 409A of the Internal Revenue Code of 1986, as amended
(“Section 409A”), or (c) retirement with the approval of the Company on or after
reaching age 60.
3.
Subject to the further provisions of this Agreement and the Plan, the Options,
to the extent vested, may be exercised (in whole or in part or in two or more
successive parts) during your employment with the Company and its Affiliates
only during the month of February, May, August or November (a “Qualified Month”)
in the first (1st) calendar year following the year in which the Vesting Date
occurs (and the Option will expire at the end of such year if it is not so
exercised). In the event your employment with the Company and its
Affiliates is terminated prior to the Vesting Date for any reason other than a
Qualifying Termination, the Options shall automatically and immediately be
forfeited and cancelled unexercised on the date of such termination of
employment. For purposes of this Option grant award, the term “year” shall mean
a period comprised of 365 (or 366, as appropriate) days beginning on a day
of a calendar year and ending on the day immediately preceding
the corresponding day of the next calendar year. For example, if the Date
of Grant of an Option grant award is May 20, 2008, one year after the Date of
Xxxxx would be May 20, 2009, the Vesting Date would be May 20, 2012
(assuming no earlier Qualifying Termination) and the calendar year in which the
Options could be exercised (except as described in Sections 7 and 8 hereof)
would be 2013.
4.
To the extent vested and subject to the procedures set forth in Addendum
No. 2, the Options may be exercised by submitting the “Options
Transaction Clearance Request and Tax Withholding Election” (“Transaction
Request”) with respect to such exercise which references the Option Grant Number
set forth above and the number of Options (or Common Units relating thereto)
which are being exercised. Such Transaction Request shall be delivered or mailed
to the Company at its corporate offices in Houston, Texas, as
follows:
Mailing Address:
EPCO, Inc., P.O. Box 4324, Houston, Texas 77210-4324, Attention: Sr. Vice President, Human
Resources
Delivery Address:
EPCO, Inc., 0000 Xxxxxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxx 00000, Attention: Sr.
Vice President, Human
Resources
An
election to exercise shall be made in accordance with Addendum
No. 2 and shall be irrevocable. If you are an employee of the Company or
an Affiliate and such exercise occurs other than in a Qualified Month, it shall
be deemed exercised in the next Qualified Month.
5.
No exercise shall be effective until you have made arrangements acceptable to
the Company and in accordance with the Plan to satisfy the aggregate Exercise
Price and all applicable tax withholding requirements of the Company, if any,
with respect to such exercise.
6.
None of the Options are transferable (by operation of law or otherwise) by you,
other than by will or the laws of descent and distribution. If, in the event of
your divorce, legal separation or other dissolution of your marriage, your
former spouse is awarded ownership of, or an interest in, all or part of the
Options granted hereby to you (the “Awarded Options”), (i) to the extent the
Awarded Options are not fully vested, the Awarded Options shall automatically
and immediately be forfeited and cancelled unexercised as of the original date
of the award thereof and (ii) to the extent the Awarded Options are fully
vested, the Company, in its sole discretion, may at any time thereafter, during
the period in which the Awarded Options are exercisable under the terms of the
domestic relations order providing for the assignment, cancel the Awarded
Options by delivering to such former spouse Common Units having an aggregate
Fair Market Value on the payment date equal to the excess of the aggregate Fair
Market Value of the Common Units subject to the Awarded Options over their
aggregate Exercise Price.
7.
In the event you terminate employment with the Company and its Affiliates for
any reason (which termination is a “separation from service” under Section 409A
of the Internal Revenue Code) other than a Qualifying Termination, the Options,
if fully vested, may be exercised by you (or, in the event of your death, by the
person to whom your rights shall pass by will or the laws of the descent and
distribution (“Beneficiary”)) only during the Qualified Month next following
your employment termination date. If you cease to be an “active,
full-time employee”, as determined by the Company in its sole discretion,
without regard as to how your status is treated by the Company for any of its
other compensation or benefit plans or programs, you will be deemed to have
terminated employment with the Company and its Affiliates for purposes of this
Agreement.
8.
In the event of a Qualifying Termination or an “unforeseeable emergency” (as
defined in Section 409A) which is approved by the Company, the vested portion of
the Options may be exercised by you only during the Qualified Month next
following such event. Notwithstanding the above, in the event such Qualifying
Termination is due to your death, the vested portion of the Options may be
exercised by your Beneficiary only during the second Qualified Month next
following such event.
9.
Nothing in this Agreement or in the Plan shall confer any right on you to
continue employment with the Company or its Affiliates or restrict the Company
or its Affiliates from terminating your employment at any time. Unless you have
a separate written employment agreement with the Company or an Affiliate, you
are, and shall continue to be, an “at will” employee.
-2-
10.
Notwithstanding any other provision of this Agreement, the Options shall not be
exercisable, and the Company shall not be obligated to deliver to you any Common
Units, if counsel to the Company determines such exercise or delivery, as the
case may be, would violate any law or regulation of any governmental authority
or agreement between the Company and any national securities exchange upon which
the Common Units are listed or any policy of the Company or any Affiliate of the
Company.
11.
Notwithstanding any other provision of this Agreement, if you give notice of
exercise within a “quiet period,” as provided in Addendum
No. 1 hereto, the timing of the delivery of Common Units pursuant to your
exercise shall be governed by the terms of Addendum
No. 1. Further, the Company shall have no liability to you for any loss
you may suffer (whether by a decrease in the value of the Common Units, failure
or inability to receive Partnership distributions or otherwise) from any delay
by the Company in delivering to you Common Units in connection with the whole or
partial exercise by you of the Options.
12.
These Options are subject to the terms of the Plan, which is hereby incorporated
by reference as if set forth in its entirety herein, including, without
limitation, the ability of the Company, in its discretion, to accelerate the
termination of the Option and to amend your Option grant award without your
approval. In the event of a conflict between the terms of this Agreement and the
Plan, the Plan shall be the controlling document. Capitalized terms that are
used, but are not defined, in this Option grant award have the respective
meanings provided for in the Plan. The Plan, as in effect on the Date of Grant,
is attached hereto as Exhibit
A.
|
EPCO,
Inc.
|
|
|
By:_________________________________
|
|
|
____________,
Vice President
|
|
-3-
