TPP Unit Appreciation Right Grant
Exhibit
10.31
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(Texas
Eastern Products Pipeline Company, LLC)
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Grant
No.
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TPP
UAR-[______]
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Date
of Grant:
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[________________]
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Name
of Grantee:
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[________________]
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Xxxxx
Xxxxx per Unit:
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$[______]
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Grant
Quarterly DER per Unit:
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$[______]
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Number
of UARs Granted:
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[_____________]
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EPCO, Inc. (“Company”) is pleased to inform you that you have been granted,
under the EPCO, Inc. 2006 TPP Long-Term Incentive Plan, as the same may from
time to time hereafter be amended, supplemented or modified (the “Plan”), TPP
Unit Appreciation Rights (“UARs”) as set forth above with TPP being TEPPCO
Partners, L.P. (“Partnership”). Texas Eastern Products Pipeline
Company, LLC (“General Partner”) is the sole general partner of the
Partnership. The terms of the Award are as follows:
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1.
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Vesting. The
UARs shall become automatically payable on the earlier of (“the “Vesting
Date”) (i) the date which is the fifth anniversary of the Date of Grant or
(ii) the date on which you have had a Qualifying Event. A
“Qualifying Event” means you employment with the Company and its
Affiliates is terminated due to your (x) death, (y) being disabled and
entitled to receive long-term disability benefits under the Company’s
long-term disability plan or (z) retirement with the approval of the
Committee on or after reaching age 60. In the event your
employment with the Company and its Affiliates terminates for any reason
other than a Qualifying Event, the UARs shall automatically and
immediately be forfeited and cancelled without payment on such
date.
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2.
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No Right to
Employment. Nothing in this Award 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. Employment with an Affiliate shall be
deemed to be employment with the Company for purposes of the
Plan. 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.
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3.
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UAR
Payment. On the Vesting Date, the General Partner will
pay you, with respect to each UAR, an amount equal to the excess, if any,
of the Fair Market Value of a Unit on the Vesting Date over the Xxxxx
Xxxxx per Unit. In the sole discretion of the Committee,
payment may be made in Units, cash or any combination
thereof.
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4.
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DER
Payment. Each quarterly distribution date beginning on
the distribution date occurring in the quarter immediately succeeding the
Grant Date and ending the
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quarter
immediately preceding the Vesting Date, the General Partner will pay you
if you are an employee of EPCO, a cash payment equal to the product
of:
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(a)
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the
total number of UAR, multiplied by
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(b)
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an
amount equal to the excess, if any, of that quarterly distribution paid
with respect to a Unit for such quarter over the Grant Quarterly DER per
Unit.
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5.
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Transferability. None
of the UARs 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 UARs granted hereby to you, the Award shall
automatically and immediately be forfeited and cancelled in full without
payment on such date.
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6.
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Governing
Law. This Award shall be governed by, and construed in
accordance with, the laws of the State of Texas, without regard to
conflicts of laws principles
thereof.
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7.
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Plan
Controls. This Award is subject to the terms of the
Plan, which is hereby incorporated by reference as if set forth in its
entirety herein. In the event of a conflict between the terms
of this Award and the Plan, the Plan shall be the controlling
document. Capitalized terms which are used, but are not
defined, in this Award have the respective meanings provided for in the
Plan.
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EPCO,
Inc.
By:
Xxxxxx X. Xxxxx,
Senior Vice President
