EXHIBIT 10.2
Option Grant under the
Enterprise Products 1998 Long-Term Incentive
Plan
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Date of Grant:
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May 29, 2007
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Option Exercise Price per Common Unit:
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$30.96
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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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EPCO, Inc. (f/k/a Enterprise Products Company) (the
"Company") is pleased to inform you that you have been granted
options (the “Options”) under the Enterprise Products
1998 Long-Term Incentive Plan (the “Plan”) to purchase
Common Units ("Common Units") of Enterprise Products 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 i s 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 May 29, 2007, one year after the Date of Grant would be
May 29, 2008, the Vesting Date would be May 29, 2011 and the
Termination Date would be May 29, 2017.
3. To the extent vested
and after receiving clearance from the Transactions Committee, as
provided in Addendum No. 2, 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 Common 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: Sr. Vice
President, Human Resources.
Delivery Address :
EPCO, Inc., 2707 North Loop West, Houston, Texas 77008, Attention:
Sr. Vice President, Human Resources.
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 date of exercise is on a day on which the
New York Stock Exchange is generally closed for trading, the
exercise date shall be deemed to be the next preceding date on
which the New York Stock Exchange is generally open for
trading.
4. An election to
exercise one or more of the Options shall be accompanied by the
tender of the full exercise price of the Options (rounded to the
nearest whole cent) for which the election is made. Payment of the
purchase price may be made in cash or a check acceptable to the
Company or a
