Distribution Equivalent Rights
under the
EPCO Inc. 2006 TPP Long-Term Incentive
Plan
Date of
Grant:
___________________
Name of
Grantee:
___________________
Number of DERs
Granted:
___________________
DER Grant
Number:
DER06 - ____
EPCO, Inc. (the
“Company”) is pleased to inform you that you have been
granted the number of DERs set forth above under the EPCO, Inc.
2006 TPP Long-Term Incentive Plan (the
“Plan”). A DER is a contingent right to an
amount of cash equal to all or part of the cash distributions made
by TEPPCO Partners, L.P. (the “Partnership”) with
respect to a Common Unit during a specified period, subject to the
forfeiture and non-transferability provisions and other terms and
conditions set forth below in this Agreement. The terms
of the grant are as follows:
1.
The DERs granted hereby entitle the Grantee to payments in respect
of such DERs related to cash distributions made by the Partnership
as described in Section 2 below, but only with respect to such
distributions payable on a record date prior to the earlier of (i)
____________________ or (ii) the date on which you are no longer
employed by the Company or any Affiliate of the Company for any
reason other than as a result of a Qualifying Termination, as
provided in Section 4 below, (the earlier of (i) or (ii) above is
hereinafter referred to as the “DER Expiration
Date”). Upon the occurrence of the DER Expiration
Date, the DERs shall automatically and immediately be forfeited and
cancelled without payment on such date; provided that Grantee is
entitled to receive payments pursuant to this DER grant with
respect to distributions made by the Partnership after the DER
Expiration Date, but based upon a record date prior the DER
Expiration Date.
2.
For each calendar quarter in the period beginning on the Date of
Grant and ending upon the DER Expiration Date, you will receive a
cash payment within such calendar quarter (on or about the time the
Partnership pays its quarterly distributions) equal to the product
of (i) the cash distributions paid during such calendar quarter
(based on a record date prior to the DER Expiration Date) with
respect to a Common Unit, if any, times (ii) the number of DERs
subje
