exv10w2



 





Exhibit 10.2




Option Grant under the

EPCO, Inc. 2006 TPP Long-Term Incentive Plan




	 	 	 	 	 
	Date of Grant:

	 	[                                        ]
	 	 
	 
	 	 	 	 
	Name of Optionee:

	 	[                                        ]	 	 
	 
	 	 	 	 
	Option Exercise Price per Common Unit:

	 	$[  .   ]	 	 
	 
	 	 	 	 
	Number of Options Granted (One
	 	 	 	 
	Option equals the Right to
	 	 	 	 
	Purchase One Common Unit):

	 	[                                        ]	 	 
	 
	 	 	 	 
	Option Grant Number:

	 	O06-[                                        ]	 	 







   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



 









 






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 cashless-broker procedure approved by the Company. However, no exercise shall be
effective until you have made arrangements acceptable to the Company to satisfy all applicable tax
withholding requirements of the Company, if any, with respect to such exercise. For purposes of
this paragraph, unless you are subsequently notified to the contrary by the Company, you may
satisfy your obligations with respect to the exercise price and/or
any applicable tax withholding by (i) electing
upon such exercise to forfeit your right to receive a number of vested Options for which (A) the
closing price per Common Unit as reported on the New York Stock Exchange (or other principal stock
exchange on which the Common Units are then listed) on the date of exercise minus (B) the exercise
price of such vested Options is equal to the amount of exercise price and/or any applicable
withholding taxes or (ii) delivering the purchase price from the cash proceeds of a sale of Common
Units pursuant to a cashless-broker procedure approved by the Company. The Committee has
determined that it intends that the Plan meet the requirements of Rule 16b-3 under the Exchange Act
and that the transactions of the type specified in Rule 16b-3 by non-employee directors and by
officers of the Company (whether or not they are directors) pursuant to the Plan,
including the foregoing net settlement or cashless-broker procedures, will be exempt from the
operation of Section 16(b) of the Exchange Act.




   5. None of the Options are transferable (by operation of law or otherwise) by you, other
than by will or the laws of descent and distribution. If, in the event of your divorce, legal
separation or other dissolution of your marriage, your former spouse is awarded ownership of, or an
interest in, all or part of the Options granted hereby to you (the “Awarded Options”), (i) to the
extent the Awarded Options are not fully vested, the Awarded Options shall automatically and
immediately be forfeited and cancelled unexercised as of the original date of the award thereof and
(ii) to the extent the Awarded Options are fully vested, the Company, in its sole discretion, may
at any time thereafter cancel the Awarded Options by delivering to such former spouse Units having
an aggregate Fair Market Value equal to the excess of the aggregate Fair Market Value of the Units
subject to the Awarded Options over their aggregate Exercise Price.




   6. In the event you terminate employment with the Company and its Affiliates for any
reason other than a Qualifying Termination (as defined below), the Options, if fully vested, may be
exercised by you (or, in the event of your death, by the person to whom your rights shall pass by
will or the laws of the descent and distribution (“Beneficiary”)) only during the 30-day period
beginning on your employment termination date; provided, however, that, other than
for a Qualifying Termination, in no event shall the Options be exercisable after the Termination
Date. A “Qualifying Termination” means your employment with the Company and its Affiliates is
terminated due to your (i) death, (ii) receiving long-term disability benefits under the Company’s
long-term disability plan or (iii) retirement with the approval of the Committee on or after
reaching age 60. If you cease to be an “active, full-time employee”, as determined by the Committee
in its sole discretion, without regard as to how your status is treated by the Company for any of
its other compensation or benefit plans or programs, you will be deemed to have terminated
employment with the Company and its Affiliates for purposes of this Agreement.




   7. In the event of a Qualifying Termination, the Options may be exercised by you or, in
the event such Qualifying Termination was due to your death, by your Beneficiary, at any time on or
prior to the earlier of (A) the date which is 365 days after the date of such Qualifying
Termination or (B) the date which is 90 days after the Termination Date.




   8. Nothing in this Agreement or in the Plan shall confer any right on you to continue
employment with the Company or its Affiliates or restrict the Company or its Affiliates from
terminating your employment at any time. Unless you have a separate written employment agreement
with the Company or an Affiliate, you are, and shall continue to be, an “at will” employee.



 









 






   9. Notwithstanding any other provision of this Agreement, the Options shall not be
exercisable, and the Company shall not be obligated to deliver to you any Units, if counsel to the
Company determines such exercise or delivery, as the case may be, would violate any law or
regulation of any governmental authority or agreement between the Company and any national
securities exchange upon which the Units are listed or any policy of the Company or any Affiliate
of the Company.




   10. Notwithstanding any other provision of this Agreement, if you give notice of exercise
within a “quiet period,” as provided in the Policy Regarding “Quiet Periods” and Exercise of
Options Under the Plan, as such procedure may be modified from time to time, the timing of the
delivery of Units pursuant to your exercise shall be governed by the
terms of such policy. Further, the Company shall have no liability to you for any loss you may
suffer (whether by a decrease in the value of the Units, failure or inability to receive
Partnership distributions or otherwise) from any delay by the Company in delivering to you Units in
connection with the whole or partial exercise by you of the Options.




   11. These Options are subject to the terms of the Plan, which is hereby incorporated by
reference as if set forth in its entirety herein, including, without limitation, the ability of the
Company, in its discretion, to accelerate the termination of the Option and to amend your Option
grant award without your approval. In the event of a conflict between the terms of this Agreement
and the Plan, the Plan shall be the controlling document. Capitalized terms that are used, but are
not defined, in this Option grant award have the respective meanings provided for in the Plan. The
Plan, as in effect on the Date of Grant, is attached hereto as Exhibit A.



	 	 	 	 	 	 	 
	 	 	EPCO, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	[Name, Title]