Exhibit 10.2
Targa Resources Investments
Inc.
Long Term Incentive
Plan
Performance Unit Grant
Agreement
|
|
|
|
|
|
|
Grantee:
|
|
|
|
|
|
|
|
|
|
Date of
Grant:
|
|
, 200
|
|
|
|
|
|
|
|
Number of
Performance Units Granted:
|
|
|
|
|
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 during the Performance Period (set forth
on Attachment A) as described in Section 4. 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, then as soon
as reasonably practical following the end of the Performance Period
(but in no event later than the 15th day of March following the end
of the year during which the Performance Period ends), 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
later of the Date of Grant and the first day of the Performance
Period 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
