Exhibit 10.2
Option Grant under the
EPCO, Inc. 2006 TPP Long-Term Incentive Plan
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Date of Grant:
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Name of
Optionee:
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Option Exercise
Price per Common Unit:
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$[
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Number of Options
Granted (One
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Option equals the
Right to
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Purchase One Common
Unit):
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Option Grant
Number:
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O06-[
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EPCO, Inc (the “Company”) is pleased
to inform you that you have been granted options (the
“Options”) under the EPCO, Inc. 2006 TPP Long-Term
Incentive Plan (the “Plan”) to purchase Units
(“Units”) of TEPPCO 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”) or (ii) a Qualifying Termination (as defined
below). Subject to the further provisions of this Agreement, 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 any February, May,
August, November or any other month in respect of which the Company
notifies you that the Options may be exercised (a “Qualified
Month”) that is within the period beginning on and after the
Vesting Date and ending on the date which is nine years and
364 days after the Date of Grant set forth above (the
“Termination Date”). 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 January 20, 2007, one year after the Date of Grant
would be January 20, 2008, the Vesting Date would be
January 20, 2011 and the Termination Date would be
January 20, 2017.
3. To the extent vested and after receiving
clearance from the Transactions Committee, as provided in the
Compliance Procedures for Exercising Options in TPP Units Granted
Under the Plan, as such procedure may be modified from time to
time, the Options may be exercised from time to time by a notice in
writing of such exercise which references the Option Grant Number
set forth above and the number of Options (or Units relating
thereto) which are being exercised. Such notice shall be delivered
or mailed to the Company at its corporate offices in Houston,
Texas, as follows:
Mailing Address : EPCO, Inc., P.O. Box
4735, Houston, Texas 77210-4735, Attention: Secretary
Delivery Address : EPCO, Inc., 1100
Louisiana Street, Suite 1000, Houston, Texas 77002, Attention:
Secretary
An election to exercise shall be irrevocable. The
date of exercise shall be, if such election is by delivery, the
date the notice is hand delivered to the Company, or if such
election is mailed to the Company, the date on which the envelope
is postmarked by the U.S. Postal Service, whichever is applicable;
provided, however, if you are an employee of the Company or an
Affiliate and such mailing or delivery date occurs other than in a
Qualified Month, it shall be deemed exercised in the next Qualified
Month. Further, if the
