Performance Share Unit Grant Agreement

Exhibit 10.19

US 4841491v.5

Targa Resources Corp.
2010 Stock Incentive Plan

Performance Share Unit Grant Agreement

Grantee:	______________
Date of Grant:	______________
Target Number of Performance Share Units Granted:	______________

1. Performance Share Unit Grant.  I am pleased to inform you that you have been granted the above target number of Performance Share Units (the “Target PSUs”) with respect to the common stock, par value $0.001 per share (“Common Stock”), of Targa Resources Corp., a Delaware corporation (the “Company”), under the Targa Resources Corp. 2010 Stock Incentive Plan (the “Plan”).  Each Performance Share Unit awarded hereby (a “PSU”) represents the right to receive one share of Common Stock subject to the terms and conditions of this Performance Share Unit Grant Agreement, including Attachment A hereto (this “Agreement”), and the number of PSUs that may become vested hereunder may range from 0% to 250% of the Target PSUs, subject to the Committee’s discretion to increase the ultimate number of Vested PSUs (as defined on Attachment A) above the foregoing maximum level as described herein.  Each PSU also includes a tandem dividend equivalent right (“DER”), which is a right to receive an amount equal to the cash dividends made with respect to a share of Common Stock during the Performance Period (as defined on Attachment A), as described in Section 5 (with the amount of DERs actually paid correlated to the ultimate number of Vested PSUs as described herein).  The terms of the grant are subject to the terms of the Plan and this Agreement, and the PSUs are hereby designated by the Committee to be a Phantom Stock Award that is a Performance Award for purposes of the Plan.    

2. Performance Goal and Payment.  

a. Subject to the further provisions of this Agreement, (i) if, when and to the extent, the applicable Performance Goal (as defined on Attachment A) is determined by the Committee to be achieved and (ii) if you satisfy the Continuous Service Requirement (as defined in Section 3 below), then as soon as reasonably practical following such determination, but in no event later than the 74th day following the end of the Performance Period (the “Payment Date”), you will receive payment in respect of the Vested PSUs in the form of a number of shares of Common Stock equal to the number of Vested PSUs. Any fractional Vested PSUs shall be rounded up to the nearest whole PSU. In addition, you will receive a cash payment on the Payment Date in an amount equal to the amount of the accumulated DERs that you are entitled to under Section 5.  

b. If the Committee determines that the TSR Performance Factor (as defined on Attachment A) is zero such that the Performance Goal is not achieved, all of your Target PSUs subject to this Award (along with any accumulated DERs) will be cancelled

automatically without payment at the end of the Performance Period and automatically forfeited.  

3. Vesting.

a. For purposes of this Agreement, you shall be considered to have satisfied the “Continuous Service Requirement” as long as (i) you remain an employee of either the Company or an Affiliate, or (ii) (A) you remain a Consultant to either the Company or an Affiliate and/or (B) following your voluntary termination of employment, you refrain from accepting other employment with, or providing services to, (1) any competitor of the Company, or (2) any other organization if the employment or services to be provided thereto are in a substantially similar capacity, role, or function as has been provided to the Company and its Affiliates (collectively, the “Company Group”), but excluding the ability to provide services as a director of such other organizations.  Nothing in the adoption of the Plan, nor the award of the PSUs thereunder pursuant to this Agreement, shall confer upon you the right to continued employment by or service with the Company Group or affect in any way the right of the Company Group to terminate such employment or service at any time.  Unless otherwise provided in a written employment or consulting agreement or by applicable law, your employment by or service with the Company Group shall be on an at-will basis, and the employment or service relationship may be terminated at any time by either you or the Company Group for any reason whatsoever, with or without cause or notice.  Any question as to whether and when there has been a termination of such employment or service, and the cause of such termination, shall be determined by the Committee or its delegate, and its determination shall be final.

b. If you fail to satisfy the Continuous Service Requirement during the Performance Period for any reason other than as provided in Section 3(c) below, all PSUs and tandem DERs awarded to you shall be automatically forfeited without payment upon your termination.      

c. Notwithstanding anything to the contrary in this Agreement, if prior to the end of the Performance Period you cease to satisfy the Continuous Service Requirement as a result of your death or Disability, then you will nevertheless be deemed to have satisfied the Continuous Service Requirement for purposes of this Agreement and any PSUs determined to be Vested PSUs in accordance with Attachment A (along with any accumulated DERs allocated thereto) will be paid to you on the Payment Date specified in Section 2(a) hereof.  For purposes of this Agreement, “Disability” shall mean a disability that entitles you to disability benefits under the Company’s long-term disability plan (or that would entitle you to disability benefits under the Company’s long-term disability plan if you were an active employee).

4. Change in Control.  

a. Notwithstanding anything to the contrary in this Agreement, provided you have not previously ceased to satisfy the Continuous Service Requirement, upon the occurrence of a Change in Control during the Performance Period that constitutes a “change in control event” as defined in the regulations and guidance issued under Section

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409A of the Code: (A) any PSUs determined to be Vested PSUs in accordance with the provisions of Attachment A shall be payable to you as soon as reasonably practical following the date of such Change in Control (but in no event later than the 74th day following such date) in the form of Common Stock, and (ii) any accumulated DERs allocated thereto shall be payable at the same time in the form of cash.  

b. Notwithstanding anything else contained above in this Section 4 to the contrary, the Committee may elect, at its sole discretion by resolution adopted prior to the occurrence of the Change in Control, to have the Company satisfy your rights in respect of the PSUs (as determined pursuant to the foregoing provisions of this Section 4), in whole or in part, by having the Company make a cash payment to you within five business days of the occurrence of the Change in Control in respect of all such PSUs or such portion of such PSUs as the Committee shall determine.  Any cash payment made pursuant to the foregoing sentence for any PSUs shall be calculated based on the Fair Market Value of a share of Common Stock on the date of the Change in Control.

c. Notwithstanding anything else contained in this Section 4 to the contrary, if a Change of Control occurs that is not also a “change in control event” as defined in the regulations and guidance issued under Section 409A of the Code, the payment amounts described in this Section 4 shall be made on the earlier to occur of (i) the Payment Date specified in Section 2(a) hereof, and (ii) the occurrence of an event that constitutes a “change in control event” as defined in the regulations and guidance issued under Section 409A of the Code with respect to the Company (with payment made as soon as reasonably practicable following such event).  

5. DERs.  Beginning on the later of the Date of Grant and the first day of the Performance Period, in the event the Company declares and pays a dividend in respect of its Common Stock and, on the record date for such dividend, you hold PSUs granted pursuant to this Agreement that have not been settled in accordance with the terms hereof, the Company shall credit DERs to an account maintained by the Company for your benefit in an amount equal to the product of (a) the cash dividends you would have received if you were the holder of record, as of such record date, of one share of Common Stock times (b) your number of Target PSUs.  Such account is intended to constitute an “unfunded” account, and neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust of any kind.  Provided you have satisfied the Continuous Service Requirement (including pursuant to Section 3(c)) and subject to the further provisions of this Agreement, accumulated DERs shall be paid to you on the Payment Date (without interest) in accordance with the terms of Section 2 in an amount equal to the product of (i) the accumulated DERs, times (ii) the TSR Performance Factor (as defined on Attachment A).  

6. Corporate Acts.  The existence of the PSUs shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization, or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of debt or equity securities, the dissolution or liquidation of the Company or any sale, lease, exchange, or other disposition of all or any part of its assets or business, or any other corporate act or proceeding.  

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7. Notices.  Any notices or other communications provided for in this Agreement shall be sufficient if in writing.  In the case of the Grantee, such notices or communications shall be effectively delivered if hand delivered to you at your principal place of employment or if sent by registered or certified mail to you at the last address you have filed with the Company.  In the case of the Company, such notices or communications shall be effectively delivered if sent by registered or certified mail to the Company at its principal executive offices.

8. Nontransferability of Agreement.  This Agreement and the PSUs and DERs evidenced hereby may not be transferred, assigned, encumbered or pledged by you in any manner otherwise than by will or by the laws of descent or distribution.  The terms of the Plan and this Agreement shall be binding upon your executors, administrators, heirs, successors and assigns.

9. Entire Agreement; Governing Law.  The Plan is incorporated herein by reference.  The Plan and this Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and, except as expressly provided in this Agreement, supersede in their entirety all prior undertakings and agreements between you and any member of the Company Group with respect to the same.  This Agreement is governed by the internal substantive laws, but not the choice of law rules, of the State of Delaware.

10. Binding Effect; Survival.  This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under you.  The provisions of Section 14 shall survive following vesting and payment of this Award without forfeiture.

11. No Rights as Shareholder. The PSUs represent an unsecured and unfunded right to receive a payment in shares of Common Stock and associated DERs, which right is subject to the terms, conditions, and restrictions set forth in this Agreement and the Plan.  Accordingly, you shall have no rights as a shareholder of the Company, including, without limitation, voting rights or the right to receive dividends and distributions as a shareholder, with respect to the shares of Common Stock subject to the PSUs, unless and until such shares of Common Stock (if any) are delivered to you as provided herein.

12. Withholding of Taxes.  To the extent that the vesting or payment of PSUs or DERs results in the receipt of compensation by you with respect to which any member of the Company Group has a tax withholding obligation pursuant to applicable law, the Company or Affiliate shall withhold from the cash and from the shares of Common Stock otherwise to be delivered to you, that amount of cash and that number of shares of Common Stock having a Fair Market Value equal to the Company’s or Affiliate’s tax withholding obligations with respect to such cash and shares of Common Stock, respectively, unless you deliver to the Company or Affiliate (as applicable) at the time such cash or shares of Common Stock are delivered to you, such amount of money as the Company or Affiliate may require to meet such tax withholding obligations.  No payments with respect to PSUs or DERs shall be made pursuant to this Agreement until the applicable tax withholding requirements with respect to such event have been satisfied in full.  The Company is making no representation or warranty as to the tax consequences that may result from the receipt of the PSUs, the treatment of DERs, the lapse of any vesting conditions, or the forfeiture of any PSUs pursuant to the terms of this Agreement.

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13. Amendments.  This Agreement may be modified only by a written agreement signed by you and an authorized person on behalf of the Company who is expressly authorized to execute such document; provided, however, notwithstanding the foregoing, the Company may make any change to this Agreement without your consent if such change is not materially adverse to your rights under this Agreement.

14. Clawback.  Notwithstanding any provisions in the Plan and this Agreement to the contrary, any portion of the payments and benefits provided under this Agreement or pursuant to the sale of any shares of Common Stock issued hereunder shall be subject to any clawback or other recovery by the Company to the extent necessary to comply with applicable law, including without limitation, the requirements of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 or any Securities and Exchange Act rule.

15. Section 409A Compliance.  Notwithstanding any provision of this Agreement to the contrary, all provisions of this Agreement are intended to comply with Section 409A of the Code, and the applicable Treasury regulations and administrative guidance issued thereunder (collectively, “Section 409A”), or an exemption therefrom, and shall be interpreted, construed and administered in accordance with such intent.  Any payments under this Agreement that may be excluded from Section 409A (due to qualifying as a short-term deferral or otherwise) shall be excluded from Section 409A to the maximum extent possible. No payment shall be made under this Agreement if such payment would give rise to taxation under Section 409A to any person, and any amount payable under such provision shall be paid on the earliest date permitted with respect to such provision by Section 409A and not before such date.  Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement are exempt from, or compliant with, Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Section 409A.

16. Plan Controls.  By accepting this grant, you agree that the PSUs and DERs are granted under and governed by the terms and conditions of the Plan and this Agreement.  In the event of any conflict between the Plan and this Agreement, the terms of the Plan shall control.  Unless otherwise defined herein, capitalized terms used and defined in the Plan shall have the same defined meanings in this Agreement.  

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, as of the date first above written.

TARGA RESOURCES CORP.

By:

Name: Xxx Xxx Xxxxxxx

Title:   Chief Executive Officer

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ATTACHMENT A

I. Definitions.  

• The “Performance Period” shall begin on January 1, 2018 and end on December 31, 2020.

• The “Performance Goal” for the PSUs compares (i) the Total Return of a share of Common Stock for each PSU Weighting Period to (ii) the Total Return of a common share/unit of each member of the Peer Group for each such PSU Weighting Period, to determine the TSR Performance Factor.  

• The Target PSUs are subject to four PSU Weighting Periods.  The “PSU Weighting Periods” are:

o The period commencing on January 1, 2018 and ending on December 31, 2018;

o The period commencing on January 1, 2019 and ending on December 31, 2019;

o The period commencing on January 1, 2020 and ending on December 31, 2020; and

o The entirety of the Performance Period.  

• “Total Return” shall be measured by (i) subtracting the average closing price per share/unit for the first ten trading days of a PSU Weighting Period (the “Beginning Price”), from (ii) the sum of (a) the average closing price per share/unit for the first ten trading days immediately following the last day of such PSU Weighting Period (or, in the discretion of the Committee, for a specified consecutive ten day trading period during the last month of such PSU Weighting Period) plus (b) the aggregate amount of dividends/distributions paid with respect to a share/unit during such PSU Weighting Period (the result being referred to as the “Value Increase”) and (iii) dividing the Value Increase by the Beginning Price.

• “TSR Performance Factor” means a percentage, ranging from 0% to 250% (or more, as determined by the Committee in its discretion as described herein), determined by the Committee in accordance with Paragraph II below.  

• “Vested PSUs” means a number of PSUs equal to the product of (i) the number of Target PSUs, times (ii) the TSR Performance Factor.  

II. TSR Performance Factor. The TSR Performance Factor will be determined as follows:

• The Committee will determine the “Guideline Performance Percentage” for each PSU Weighting Period in accordance with the following table:

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Company Total Return compared to Peer Group Total Return	Guideline Performance Percentage1
75th Percentile or Above	250%
50th Percentile	100%
25th Percentile	50%
Below 25th Percentile2	0%

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¹ The Guideline Performance Percentage between the 25^th Percentile and the 50^th Percentile is a percentage based on a straight-line interpolation between 50% and 100% based on a comparison of the Total Returns described above, and the Guideline Performance Percentage between the 50^th Percentile and the 75^th Percentile is a percentage based on a straight-line interpolation between 100% and 250% based on a comparison of the Total Returns described above.

² The 25^th Percentile is the minimum percentile for which there is a Guideline Performance Percentage.

• The Guideline Performance Percentages determined for each PSU Weighting Period will be weighted equally and will be averaged (the “Average Percentage”).  The Average Percentage may then be decreased or increased (including above 250%) by the Committee in its discretion taking into account all factors the Committee deems relevant, including changes to the Peer Group occurring during the Performance Period, anomalies in trading during the applicable trading days or other business performance matters, to determine the TSR Performance Factor.  

• In the event of a Change in Control, the Committee shall determine the TSR Performance Factor as of the date such Change in Control occurs taking into account: (A) an Average Percentage calculated based on (i) the actual Guideline Performance Percentage determined with respect to any completed PSU Weighting Period, and (ii) a deemed Guideline Performance Percentage of 100% for any PSU Weighting Period that has not been completed, and (B) any other factors deemed relevant by the Committee, in accordance with the preceding paragraph, including any impacts related to the Change in Control.  

III. Adjustments to Performance Goals for Certain Events.  

If, during the Performance Period, there is a change in accounting standards required by the Financial Accounting Standards Board, the above Performance Goals shall be adjusted by the Committee as appropriate, in its discretion, to disregard the effect of such change.  

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IV. Peer Group Companies.  

The “Peer Group” shall consist of the following companies:

Boardwalk Pipeline Partners L.P.	NuStar Energy, L.P.
Buckeye Partners, L.P.	ONEOK, Inc.
DCP Midstream Partners L.P.	Plains GP Holdings, L.P.
Enable Midstream Partners L.P.	Tallgrass Energy Partners, L.P.
EnLink Midstream Partners X.X.	Xxxxxxxx Companies, Inc.
Genesis Energy, L.P.

The Committee may add or delete companies from the Peer Group (and if deleting a company, the Committee may also substitute a new company in the Peer Group) and provide a related adjustment in the rankings at any time during the Performance Period, wherever, in its discretion, such deletion or adjustment is appropriate to reflect that such peer company is no longer publicly traded or is determined by the Committee to no longer be a peer of the Company (for example, due to a member being acquired) or to reflect any other significant event.  

V. Committee Determination.

The Committee shall review the results with respect to the Performance Goal and shall determine the TSR Performance Factor and the number of Vested PSUs as soon as reasonably practical.  However, no PSUs or DERs shall be paid prior to such determination or the time of payment specified in the Agreement.  For the sake of clarity, any exercise of discretion or adjustments made by the Committee as contemplated herein may be effectuated without your consent and will not be treated (for purposes of the Plan or this Agreement) as an amendment to the Agreement that materially reduces the benefit of the Grantee without his or her consent.

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