Targa Resources Partners Long Term Incentive Plan Performance Unit Grant Agreement
EXHIBIT 10.3
Targa Resources Partners
Long Term Incentive Plan
Long Term Incentive Plan
Grantee: |
||||||
Date of Grant:
|
, 200 | |||||
Number of Performance Units Granted: |
||||||
1. Performance Unit Grant. I am pleased to inform you that you have been granted the
above number of Performance Units with respect to Common Units (“Common Units” or “Units”) of Targa
Resources Partners LP (the “MLP”) under the Targa Resources Partners Long Term Incentive Plan (the
“Plan”). A Performance Unit is a notional Common Unit of the MLP. Each Performance Unit also
includes a tandem Distribution Equivalent Right (“DER”). A DER is a right to receive an amount
equal to the cash distributions made with respect to a Common Unit after the Date of Grant and
prior to payment of your Performance Unit, if earned. The terms of the grant are subject to the
terms of the Plan and this Performance Unit Grant Agreement (this “Agreement”), which includes
Attachment A hereto.
2. Performance Goal and Payment. Subject to the further provisions of this Agreement,
if, and to the extent, the Performance Goal (set forth on Attachment A) is achieved for the
Performance Period (set forth on Attachment A), then as soon as reasonably practical following the
end of the Performance Period you will receive, in cancellation of your Performance Units, an
amount of cash equal to the product of (i) your number of Performance Units times (ii) the
Performance Percentage (set forth in Item II on Attachment A) for the Performance Period times
(iii) the Fair Market Value of a Common Unit on the last day of the Performance Period. In
addition, you will receive cash relating to the amount of the DER that you are entitled to as
described in Section 4. If, however, the minimum Performance Goal is not achieved for the
Performance Period, all of your Performance Units and DERs will be cancelled automatically without
payment at the end of the Performance Period.
3. Vesting.
(a) If you cease to be employed by Targa Resources GP LLC and its Affiliates
(collectively, the “Company”) during the Performance Period for any reason other than as
provided below, all Performance Units and tandem DERs awarded to you shall be automatically
forfeited without payment upon your termination. For purposes of this Agreement,
“employment with the Company” shall include being an employee or a Director of, or a
Consultant to, the Company.
(b) If you cease to be employed by the Company during the Performance Period as a
result of your death or a disability that entitles you to disability benefits under the
Company’s long-term disability plan, or your employment is terminated by the Company other
than for Cause, you will be vested in any Performance Units that your are otherwise
qualified to receive payment for based on achievement of the Performance
Goal at the end of the Performance Period. If you are a party to an agreement
with the Company in which the term cause is defined, that definition of cause shall apply
for purposes of the Plan and this Agreement. Otherwise, “Cause” means (i) failure to
perform assigned duties and responsibilities (ii) engaging in conduct which is injurious
(monetarily or otherwise) to the Company or any of its Affiliates, (iii) breach of any
corporate policy or code of conduct established by the Company or breach of any agreement
between the Company and you, or (iv) conviction of a misdemeanor involving moral turpitude
or a felony.
4. DERs. Beginning on the Date of Grant and ending on the last day of the
Performance Period, on each date during such period that the MLP makes a cash distribution with
respect to its Units you will be credited with an amount of cash equal to the product of (i) the
cash distributions paid with respect to a Common Unit times (ii) your number of Performance Units.
Your DERs shall be credited to a bookkeeping account by the Company. As soon as practical
following the end of the Performance Period, your DER account will be paid (without interest) to
you in cash or forfeited, as the case may be. The amount of your DER account to be paid to you
will be equal to the product of the Performance Percentage times the amount credited to your DER
account. DERs shall not be payable with respect to any Performance Unit that is forfeited or as to
which you are not otherwise qualified to receive payment for based on the Performance Goal at the
end of the Performance Period.
5. Change of Control. Upon the occurrence of a Change of Control during the
Performance Period, the Performance Percentage shall be deemed to be 100% and your Performance
Units and all DER amounts, if any, then credited to you shall be cancelled on such date and you
will be paid an amount of cash equal to the sum of (i) the product of (a) the Fair Market Value of
a Common Unit times (b) the number of Performance Units granted to you plus (ii) the amount of DERs
then credited to you, if any.
6. Nontransferability of Award. The Performance Units and DERs 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.
7. 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 Targa Resources GP LLC and its
Affiliates 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 Texas.
8. Withholding of Taxes. To the extent that the vesting or payment of Performance
Units or DERs results in the receipt of compensation by you with respect to which the Company has a
tax withholding obligation pursuant to applicable law, the Company shall withhold such tax from any
payment due you hereunder.
9. Amendments. This Agreement may be modified only by a written agreement signed by
you and an authorized person on behalf of Targa Resources GP LLC who is expressly authorized to
execute such document; provided, however, notwithstanding the foregoing, Targa
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Resources GP LLC may make any change to this Agreement without your consent if such change is
not materially adverse to your rights under this Agreement.
10. Plan Controls. By accepting this grant, you agree that the Performance Units 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, the terms defined in the Plan shall have the same defined
meanings in this Agreement.
| TARGA RESOURCES GP LLC | ||||||
| By: | ||||||
| Name: Xxxx X. Xxxxx | ||||||
| Title: Chief Executive Officer | ||||||
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ATTACHMENT A
| I. | The Performance Period shall begin on , 2007 and end on , 20 . | |
| II. | Performance Goal | |
| The payment of a Performance Unit will be determined based on the comparison of (i) the Total Return (as defined below) of a Common Unit at the end of the Performance Period to (ii) the Total Return of a share of the common stock/unit of each member of the Peer Group for the Performance Period. Total Return shall be measured as the change in price per share/unit plus dividend/distributions from the price at the beginning of the Performance Period to the sum of (i) the price per share/unit date that is 15 days prior to the end of the Performance Period plus (ii) the aggregate amount of dividends/distributions paid with respect to a share/unit during such period. |
| Peer Group Ranking | Performance | |||
| (out of 13 companies) | Percentage1 | |||
No. 1-7
|
100% | |||
No. 8
|
83.33% | |||
No. 9
|
66.67% | |||
No. 102
|
50% | |||
No. 11-13
|
0% | |||
| 1 | The Performance Percentage between No. 7 and No. 10 is a percentage between 50% and 100% based on a comparison of the Total Returns described above. | |
| 2 | No. 10 is the minimum Performance Goal for which there is a Performance Percentage. |
| 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. | The Peer Group shall consist of the following companies: |
| Company | Ticker | ||
Energy Transfer Partners
|
ETP | ||
Oneok Partners
|
OKS | ||
Copano Energy
|
CPNO | ||
DCP Midstream
|
DPM | ||
Regency Energy Partners
|
RGNC | ||
Plains All American Pipeline
|
PAA | ||
MarkWest Energy Partners
|
MWE | ||
Xxxxxxxx Energy Partners
|
WPZ | ||
Magellan Midstream
|
MMP | ||
Xxxxxx Midstream
|
MMLP | ||
Enbridge Energy Partners
|
EEP | ||
Crosstex Energy
|
XTEX | ||
| NGLS | |||
| The Committee may add or delete companies from 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 MLP (for example due to a member no longer being publicly traded) or to reflect any other significant event. | ||
| V. | Committee Certification | |
| As soon as reasonably practical following the end of the Performance Period, the Committee shall review the results for the Performance Period and certify those results in writing to the Board. No Performance Units or DERs shall be paid prior to the Committee’s certification. However, Committee certification shall not apply in the event of a Change of Control. |
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Targa Resources Investments Inc.
Long Term Incentive Plan
Long Term Incentive Plan
| Grantee: | ||||
| Date of Grant: | ___, 200_ | |||
| Number of Performance Units Granted: |
1. Performance Unit Grant. I am pleased to inform you that you have been granted the
above number of Performance Units with respect to Common Units (“Common Units” or “Units”) of Targa
Resources Partners LP (the “MLP”) under the Targa Resources Investments Inc. Long Term Incentive
Plan (the “Plan”). A Performance Unit is a notional Common Unit of the MLP. Each Performance Unit
also includes a tandem Distribution Equivalent Right (“DER”). A DER is a right to receive an
amount equal to the cash distributions made with respect to a Common Unit after the Date of Grant
and prior to payment of your Performance Unit, if earned. The terms of the grant are subject to
the terms of the Plan and this Performance Unit Grant Agreement (this “Agreement”), which includes
Attachment A hereto.
2. Performance Goal and Payment. Subject to the further provisions of this Agreement,
if, and to the extent, the Performance Goal (set forth on Attachment A) is achieved for the
Performance Period (set forth on Attachment A), then as soon as reasonably practical following the
end of the Performance Period you will receive, in cancellation of your Performance Units, an
amount of cash equal to the product of (i) your number of Performance Units times (ii) the
Performance Percentage (set forth in Item II on Attachment A) for the Performance Period times
(iii) the Fair Market Value of a Common Unit on the last day of the Performance Period. In
addition, you will receive cash relating to the amount of the DER that you are entitled to as
described in Section 4. If, however, the minimum Performance Goal is not achieved for the
Performance Period, all of your Performance Units and DERs will be cancelled automatically without
payment at the end of the Performance Period.
3. Vesting.
(a) If you cease to be employed by Targa Resources Investments Inc. and its Affiliates
(collectively, the “Company”) during the Performance Period for any reason other than as
provided below, all Performance Units and tandem DERs awarded to you shall be automatically
forfeited without payment upon your termination. For purposes of this Agreement,
“employment with the Company” shall include being an employee or a Director of, or a
Consultant to, the Company.
(b) If you cease to be employed by the Company during the Performance Period as a
result of your death or a disability that entitles you to disability benefits under the
Company’s long-term disability plan, or your employment is terminated by the Company other
than for Cause, you will be vested in any Performance Units that your are otherwise
qualified to receive payment for based on achievement of the Performance
Goal at the end of the Performance Period. If you are a party to an agreement
with the Company in which the term cause is defined, that definition of cause shall apply
for purposes of the Plan and this Agreement. Otherwise, “Cause” means (i) failure to
perform assigned duties and responsibilities (ii) engaging in conduct which is injurious
(monetarily or otherwise) to the Company or any of its Affiliates, (iii) breach of any
corporate policy or code of conduct established by the Company or breach of any agreement
between the Company and you, or (iv) conviction of a misdemeanor involving moral turpitude
or a felony.
4. DERs. Beginning on the Date of Grant and ending on the last day of the
Performance Period, on each date during such period that the MLP makes a cash distribution with
respect to its Units you will be credited with an amount of cash equal to the product of (i) the
cash distributions paid with respect to a Common Unit times (ii) your number of Performance Units.
Your DERs shall be credited to a bookkeeping account by the Company. As soon as practical
following the end of the Performance Period, your DER account will be paid (without interest) to
you in cash or forfeited, as the case may be. The amount of your DER account to be paid to you
will be equal to the product of the Performance Percentage times the amount credited to your DER
account. DERs shall not be payable with respect to any Performance Unit that is forfeited or as to
which you are not otherwise qualified to receive payment for based on the Performance Goal at the
end of the Performance Period.
5. Change of Control. Upon the occurrence of a Change of Control during the
Performance Period, the Performance Percentage shall be deemed to be 100% and your Performance
Units and all DER amounts, if any, then credited to you shall be cancelled on such date and you
will be paid an amount of cash equal to the sum of (i) the product of (a) the Fair Market Value of
a Common Unit times (b) the number of Performance Units granted to you plus (ii) the amount of DERs
then credited to you, if any.
6. Nontransferability of Award. The Performance Units and DERs 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.
7. 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 Targa Resources Investments Inc. and
its Affiliates 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 Texas.
8. Withholding of Taxes. To the extent that the vesting or payment of Performance
Units or DERs results in the receipt of compensation by you with respect to which the Company has a
tax withholding obligation pursuant to applicable law, the Company shall withhold such tax from any
payment due you hereunder.
9. Amendments. This Agreement may be modified only by a written agreement signed by
you and an authorized person on behalf of Targa Resources Investments Inc. who is expressly
authorized to execute such document; provided, however, notwithstanding the
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foregoing, Targa Resources Investments Inc. may make any change to this Agreement without your
consent if such change is not materially adverse to your rights under this Agreement.
10. Plan Controls. By accepting this grant, you agree that the Performance Units 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, the terms defined in the Plan shall have the same defined
meanings in this Agreement.
| TARGA RESOURCES INVESTMENTS INC. |
||||
| By: | ||||
| Name: | Xxxx X. Xxxxx | |||
| Title: | Chief Executive Officer | |||
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ATTACHMENT A
| I. | The Performance Period shall begin on ___, 2007 and end on , 20___. | |
| II. | Performance Goal | |
| The payment of a Performance Unit will be determined based on the comparison of (i) the Total Return (as defined below) of a Common Unit at the end of the Performance Period to (ii) the Total Return of a share of the common stock/unit of each member of the Peer Group for the Performance Period. Total Return shall be measured as the change in price per share/unit plus dividend/distributions from the price at the beginning of the Performance Period to the sum of (i) the price per share/unit date that is 15 days prior to the end of the Performance Period plus (ii) the aggregate amount of dividends/distributions paid with respect to a share/unit during such period. |
| Peer Group Ranking | Performance | |
| (out of 13 companies) | Percentage1 | |
| No. 1-7 | 100% | |
| No. 8 | 83.33% | |
| No. 9 | 66.67% | |
| No. 102 | 50% | |
| No. 11-13 | 0% |
| 1 | The Performance Percentage between No. 7 and No. 10 is a percentage between 50% and 100% based on a comparison of the Total Returns described above. | |
| 2 | No. 10 is the minimum Performance Goal for which there is a Performance Percentage. |
| 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. | The Peer Group shall consist of the following companies: |
| Company | Ticker | |
Energy Transfer Partners
|
ETP | |
Oneok Partners
|
OKS | |
Copano Energy
|
CPNO | |
DCP Midstream
|
DPM | |
Regency Energy Partners
|
RGNC | |
Plains All American Pipeline
|
PAA | |
MarkWest Energy Partners
|
MWE | |
Xxxxxxxx Energy Partners
|
WPZ | |
Magellan Midstream
|
MMP | |
Xxxxxx Midstream
|
MMLP | |
Enbridge Energy Partners
|
EEP | |
Crosstex Energy
|
XTEX | |
| NGLS |
| The Committee may add or delete companies from 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 MLP (for example due to a member no longer being publicly traded) or to reflect any other significant event. | ||
| V. | Committee Certification | |
| As soon as reasonably practical following the end of the Performance Period, the Committee shall review the results for the Performance Period and certify those results in writing to the Board. No Performance Units or DERs shall be paid prior to the Committee’s certification. However, Committee certification shall not apply in the event of a Change of Control. |
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