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Exhibit
10.29
TARGA RESOURCES
INVESTMENTS INC.
LONG TERM INCENTIVE
PLAN
PERFORMANCE UNIT GRANT
AGREEMENT
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Grantee:
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Date of Grant:
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, 200
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Number of Performance Units
Granted:
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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 you 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 foll
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