ENTERPRISE PRODUCTS, GP, LLC
1999 LONG-TERM INCENTIVE PLAN
SECTION 1. Purpose of the Plan.
The Enterprise Products GP, LLC 1999 Long-Term Incentive Plan (the
"Plan") is intended to promote the interests of Enterprise Products Partners
L.P., a Delaware limited partnership (the "Partnership"), by encouraging
employees and directors of Enterprise Products GP, LLC (the "Company") and its
Affiliates who perform services for the Partnership to acquire or increase their
equity interests in the Partnership and to provide a means whereby they may
develop a sense of proprietorship and personal involvement in the development
and financial success of the Partnership, and to encourage them to remain with
the Company and its Affiliates and to devote their best efforts to the business
of the Partnership, thereby advancing the interests of the Partnership and its
partners. The Plan is also contemplated to enhance the ability of the Company
and its Affiliates to attract and retain the services of key individuals who are
essential for the growth and profitability of the Partnership.
SECTION 2. Definitions.
As used in the Plan, the following terms shall have the meanings set
"Affiliate" means Enterprise Products Company, the Partnership and any
entity (i) that controls, is controlled by or is under common control with
Enterprise Products Company, the Company or the Partnership or (ii) in which the
Company or the Partnership has a direct or indirect significant business
interest, in each case, as determined by the Committee in its discretion.
"Award" means an Option or Restricted Unit granted under the Plan.
"Board" means the Board of Directors of the Company.
"Committee" means such committee of the Board as the Board may
designate to administer the Plan.
"DER" means a contingent right, granted in tandem with a specific
Award, to receive an amount in cash equal to any cash distributions made by the
Partnership with respect to a Unit during the period such Award is outstanding.
"Director" means a "non-employee director", as defined in Rule 16b-3,
of the Company or an Affiliate.
"Employee" means any employee of the Company or an Affiliate, as
determined by the Committee.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Fair Market Value" means the closing sales price of a Unit on the
applicable date (or if there is no trading in the Units on such date, on the
next preceding date on which there was trading) as reported in The Wall Street
Journal (or other reporting service approved by the Committee). In the event
Units are not publicly traded at the time a determination of fair market value
is required to be made hereunder, the determination of fair market value shall
be made in good faith by the Committee.
"Option" means an option to purchase Units granted under the Plan.
"Participant" means any Employee or Director granted an Award under the
"Person" means any individual, corporation, partnership, association,
joint-stock company, trust, unincorporated organization, government or political
subdivision thereof or other entity.
"Restricted Unit" means a phantom Unit granted under the Plan.
"Rule 16b-3" means Rule 16b-3 promulgated by the SEC under the Exchange
Act, or any successor rule or regulation thereto as in effect from time to time.
"SEC" means the Securities and Exchange Commission, or any successor
"Unit" means a Common Unit of the Partnership.
SECTION 3. Administration.
The Plan shall be administered by the Committee. A majority of the
Committee shall constitute a quorum, and the acts of the members of the
Committee who are present at any meeting thereof at which a quorum is present,
or acts unanimously approved by the members of the Committee in writing, shall
be the acts of the Committee. Subject to the following, the Committee, in its
sole discretion, may delegate any or all of its powers and duties under the
Plan, including the power to grant Awards under the Plan, to the Chief Executive
Officer of the Company, subject to such limitations on such delegated powers and
duties as the Committee may impose. Upon any such delegation all references in
the Plan to the "Committee", other than in Section 7, shall be deemed to include
the Chief Executive Officer; provided, however, that such delegation shall not
limit the Chief Executive Officer's right to receive Awards under the Plan.
Notwithstanding the foregoing, the Chief Executive Officer may not grant Awards
to, or take any action with respect to any Award previously granted to, a person
who is an officer subject to Rule 16b-3 or a member of the Board. Subject to the
terms of the Plan and applicable law, and in addition to other express powers
and authorizations conferred on the Committee by the Plan, the Committee shall
have full power and authority to: (i) designate Participants; (ii) determine the
type or types of Awards to be granted to a Participant; (iii) determine the
number of Units to be covered by Awards; (iv) determine the terms and conditions
of any Award; (v) determine whether, to what extent, and under what
circumstances Awards may be settled, exercised, canceled, or forfeited; (vi)
interpret and administer the Plan and any instrument or agreement relating to an
Award made under the Plan; (vii) establish, amend, suspend, or waive such rules
and regulations and appoint such agents as it shall deem appropriate for the
proper administration of the Plan; and (viii) make any other determination and
take any other action that the Committee deems necessary or desirable for the
administration of the Plan. Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations, and other decisions under or with
respect to the Plan or any Award shall be within the sole discretion of the
Committee, may be made at any time and shall be final, conclusive, and binding
upon all Persons, including the Company, the Partnership, any Affiliate, any
Participant, and any beneficiary thereof.
SECTION 4. Units Available for Awards.
(a) Units Available. Subject to adjustment as provided in Section 4(c),
the number of Units with respect to which Awards may be granted under the Plan
is 1,000,000. If any Award is forfeited or otherwise terminates or is canceled
without the delivery of Units, then the Units covered by such Award, to the
extent of such forfeiture, termination or cancellation, shall again be Units
with respect to which Awards may be granted.
(b) Sources of Units Deliverable Under Awards. Any Units delivered
pursuant to an Award shall consist, in whole or in part, of Units acquired in
the open market, from any Affiliate or other Person, including the Partnership,
or any combination of the foregoing, as determined by the Committee in its
(c) Adjustments. In the event the Committee determines that any
distribution (whether in the form of cash, Units, other securities, or other
property), recapitalization, split, reverse split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, or exchange of Units
or other securities of the Partnership, issuance of warrants or other rights to
purchase Units or other securities of the Partnership, or other similar
transaction or event affects the Units such that an adjustment is determined by
the Committee to be appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan,
then the Committee shall, in such manner as it may deem equitable, adjust any or
all of (i) the number and type of Units (or other securities or property) with
respect to which Awards may be granted, (ii) the number and type of Units (or
other securities or property) subject to outstanding Awards, and (iii) the grant
or exercise price with respect to any Award or, if deemed appropriate, make
provision for a cash payment to the holder of an outstanding Award; provided,
that the number of Units subject to any Award shall always be a whole number.
SECTION 5. Eligibility.
Any Employee and Director shall be eligible to be designated a
SECTION 6. Awards.
(a) Options. The Committee shall have the authority to determine the
Employees and Directors to whom Options shall be granted, the number of Units to
be covered by each Option, whether DERs are granted with respect to such
Options, the exercise price therefor and the conditions and limitations
applicable to the exercise of the Option, including the following terms and
conditions and such additional terms and conditions, as the Committee shall
determine, that are not inconsistent with the provisions or intent of the Plan.
(i) Exercise Price. The purchase price per Unit purchasable
under an Option shall be determined by the Committee at the time the
Option is granted and may be equal to, greater or less than its Fair
Market Value as of the date of grant, as determined by the Committee,
in its discretion.
(ii) Time and Method of Exercise. The Committee shall
determine the time or times at which an Option may be exercised in
whole or in part, and the method or methods by which any payment of the
exercise price with respect thereto may be made or deemed to have been
made, which may include, without limitation, cash, check acceptable to
the Company, a "cashless-broker" exercise (through procedures approved
by the Company), other property, a note from the Participant (in a form
and on terms acceptable to the Company, which may include such security
arrangements as the Company deems appropriate), or any combination
thereof, having a value on the exercise date equal to the relevant
(iii) DERs. To the extent provided by the Committee in its
discretion, an Option grant may include a tandem DER grant, which shall
provide that such DERs shall be paid currently to the Participant, be
credited to a Company bookkeeping account (with or without interest)
and be subject to the same restrictions as the tandem Option, or be
subject to such other provisions or restrictions as determined by the
Committee in its discretion.
(iv) Term. Each Option shall expire as provided in the grant
agreement for such Option.
In the event the Committee determines, in its discretion, that
Units are not readily available to the Company to pay a Participant on exercise
of an Option, in lieu of delivering Units, the Committee may direct the Company
to pay the Participant an amount in cash equal to the excess of the Fair Market
Value of a Unit and the exercise price of the Option.
(b) Restricted Units. The Committee shall have the authority to
determine the Employees and Directors to whom Restricted Units shall be granted,
the number of Restricted Units to be granted to each such Participant, the
period during which the Award remains subject to forfeiture, the conditions
under which the Restricted Units may become vested or forfeited, and such other
terms and conditions as the Committee may establish with respect to such Award,
including whether DERs are granted with respect to such Restricted Units.
(i) DERs. To the extent provided by the Committee in its
discretion, a grant of Restricted Units may include a tandem DER grant,
which shall provide that such DERs shall be paid currently to the
Participant, be credited to a Company bookkeeping account (with or
without interest) and be subject to the same restrictions as the tandem
Award, or be subject to such other provisions or restrictions as
determined by the Committee in its discretion.
(ii) Lapse of Restrictions. Upon the vesting of each Restricted
Unit, the Participant shall be entitled to receive from the Company one Unit.
In the event the Committee determines, in its discretion, that
Units are not readily available to the Company to pay such Award, in lieu of
delivering Units the Committee may direct the Company to pay the Participant an
amount in cash equal to the Fair Market Value of an equal number of Units.
(i) Awards May Be Granted Separately or Together. Awards may,
in the discretion of the Committee, be granted either alone or in
addition to, in tandem with, or in substitution for any other Award
granted under the Plan or any award granted under any other plan of the
Company or any Affiliate. Awards granted in addition to or in tandem
with other Awards or awards granted under any other plan of the Company
or any Affiliate may be granted either at the same time as or at a
different time from the grant of such other Awards or awards.
(ii) Limits on Transfer of Awards.
(A) Except as provided in (C) below, each Option
shall be exercisable only by the Participant during the
Participant's lifetime, or by the person to whom the
Participant's rights shall pass by will or the laws of descent
(B) Except as provided in (C) below, no Award and no
right under any such Award may be assigned, alienated,
pledged, attached, sold or otherwise transferred or encumbered
by a Participant otherwise than by will or by the laws of
descent and distribution and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance
shall be void and unenforceable against the Company or any
(C) To the extent specifically provided by the
Committee with respect to an Option grant, an Option may be
transferred by a Participant without consideration to an
immediate family member of the Participant on such terms and
conditions as the Committee may from time to time establish.
(iii) Unit Certificates. All certificates for Units or other
securities of the Partnership delivered under the Plan pursuant to any
Award or the exercise thereof shall be subject to such stop transfer
orders and other restrictions as the Committee may deem advisable under
the Plan or the rules, regulations, and other requirements of the SEC,
any stock exchange upon which such Units or other securities are then
listed, and any applicable federal or state laws, and the Committee may
cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions.
(iv) Consideration for Grants. Awards may be granted for no
cash consideration or for such consideration as the Committee
determines including, without limitation, such minimal cash
consideration as may be required by applicable law.
(v) Delivery of Units or other Securities and Payment by
Participant of Consideration. No Units or other securities shall be
delivered pursuant to any Award until payment in full of any amount
required to be paid pursuant to the Plan or the applicable Award grant
agreement (including, without limitation, any exercise price or tax
withholding) is received by the Company. Such payment may be made by
such method or methods and in such form or forms as the Committee shall
determine, including, without limitation, cash, withholding of Units,
cashless broker exercises with simultaneous sale, or any combination
thereof; provided that the combined value, as determined by the
Committee, of all cash and cash equivalents and the fair market value
of any such property so tendered to the Company, as of the date of such
tender, is at least equal to the full amount required to be paid to the
Company pursuant to the Plan or the applicable Award agreement.
SECTION 7. Amendment and Termination.
Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award agreement or in the Plan:
(a) Amendments to the Plan. Except as required by applicable
law or the rules of the principal securities exchange on which the
units are traded and subject to Section 7(b) below, the Board or the
Committee may amend, alter, suspend, discontinue, or terminate the Plan
without the consent of any partner, Participant, other holder or
beneficiary of an Award, or other Person.
(b) Amendments to Awards. The Committee may waive any
conditions or rights under, amend any terms of, or alter any Award
theretofore granted, provided no change, other than pursuant to Section
7(c), in any Award shall materially reduce the benefit to Participant
without the consent of such Participant.
(c) Adjustment or Termination of Awards Upon the Occurrence of
Certain Events. The Committee is hereby authorized to make adjustments
in the terms and conditions of, and the criteria (if any) included in,
Awards in recognition of unusual or significant events (including,
without limitation, the events described in Section 4(c) of the Plan)
affecting the Partnership or the financial statements of the
Partnership, of changes in applicable laws, regulations, or accounting
principles, or a change in control of the Company (as determined by its
Board) whenever the Committee determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits
or potential benefits intended to be made available under the Plan.
Such adjustments may include, without limitation, accelerating the
exercisability of an Award, accelerating the date on which the Award
will terminate and/or canceling Awards by the payment of cash and/or
other property equal to the Option's positive "spread" or, if a
Restricted Unit, the value of a Unit.
SECTION 8. General Provisions.
(a) No Rights to Awards. No Person shall have any claim to be granted
any Award, and there is no obligation for uniformity of treatment of
Participants. The terms and conditions of Awards need not be the same with
respect to each recipient.
(b) Termination of Employment. For purposes of the Plan, unless the
Award agreement provides to the contrary, a Participant shall not be deemed to
have terminated employment with the Company and its Affiliates or membership
from the Board until such date as the Participant is no longer either an
Employee or a Director, i.e., a change in status from Employee to Director or
Director to Employee shall not be a termination.
(c) No Right to Employment. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of the
Company or any Affiliate or to remain on the Board, as applicable. Further, the
Company or an Affiliate may at any time dismiss a Participant from employment,
free from any liability or any claim under the Plan, unless otherwise expressly
provided in the Plan or in any Award agreement. Nothing in the Plan or any Award
agreement shall operate or be construed as constituting an employment agreement
with any Participant and each Participant shall be an "at will" employee, unless
such Participant has entered into a separate written employment agreement with
the Company or an Affiliate.
(d) Governing Law. The validity, construction, and effect of the Plan
and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of Delaware and applicable federal law,
without giving effect to principles of conflicts of law.
(e) Severability. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or Award, or would disqualify the Plan or any
Award under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to the applicable laws, or if it cannot
be construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction, Person or Award and the remainder of the Plan
and any such Award shall remain in full force and effect.
(f) Other Laws. The Committee may refuse to issue or transfer any Units
or other consideration under an Award if, in its sole discretion, it determines
that the issuance or transfer or such Units or such other consideration might
violate any applicable law or regulation, the rules of any securities exchange,
or entitle the Partnership or an Affiliate to recover the same under Section
16(b) of the Exchange Act, and any payment tendered to the Company by a
Participant, other holder or beneficiary in connection with the exercise of such
Award shall be promptly refunded to the relevant Participant, holder or
(g) Unsecured Creditors. Neither the Plan nor any Award shall create or
be construed to create a fiduciary relationship between the Company or any
Affiliate and a Participant or any other Person. To the extent that any Person
acquires a right to receive payments from the Company or any Affiliate pursuant
to an Award, such right shall be no greater than the right of any general
unsecured creditor of the Company or the Affiliate.
(h) No Fractional Units. No fractional Units shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities, or other property shall be paid or transferred
in lieu of any fractional Units or whether such fractional Units or any rights
thereto shall be canceled, terminated, or otherwise eliminated.
(i) Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.
SECTION 9. Term of the Plan.
The Plan shall be effective on the date of its approval by the Board
and shall continue until all available Units under the Plan have been paid to
Participants or the earlier termination of the Plan by action of the Board.