exv10w4






Exhibit 10.4




TARGA RESOURCES INVESTMENTS INC

INDEMNIFICATION AGREEMENT




     THIS AGREEMENT (the “Agreement”) is effective as of         ,          between Targa Resources Investments
Inc., a Delaware corporation (the “Corporation”), and the undersigned individual who serves as a
director or officer of the Corporation (“Indemnitee”).



     WHEREAS, the Corporation has adopted Bylaws (as the same may be amended from time to time, the
“Bylaws”) providing for indemnification of the Corporation’s directors and officers to the maximum
extent authorized by the Delaware General Corporation Law (the “DGCL”); and



     WHEREAS, in recognition of Indemnitee’s need for substantial protection against personal
liability in order to enhance Indemnitee’s continued service to the Corporation in an effective
manner, the Corporation wishes to provide in this Agreement for the indemnification of and the
advancing of expenses to Indemnitee to the fullest extent permitted by law (whether partial or
complete) and as set forth in this Agreement, and, to the extent insurance is maintained, for the
continued coverage of Indemnitee under the Corporation’s directors’ and officers’ liability
insurance policies;



     WHEREAS, Indemnitee is willing to serve, continue to serve and to take on additional service
for or on behalf of the Corporation on condition that the Indemnitee be so indemnified;



     NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the
Corporation and Indemnitee do hereby covenant and agree as follows:



     1. Definitions. As used in this Agreement:



     (a) The term “Proceeding” shall include any threatened, pending or completed action, suit,
inquiry or proceeding, whether brought by or in the right of the Corporation or any predecessor,
subsidiary or affiliated company or otherwise and whether of a civil, criminal, administrative,
arbitrative or investigative nature, in which Indemnitee is or will be involved as a party, as a
witness or otherwise, by reason of the fact that Indemnitee is or was a director or officer of the
Corporation, by reason of any action taken by him or of any inaction on his part while acting as a
director or officer or by reason of the fact that he is or was serving at the request of the
Corporation as a director, officer, trustee, employee or agent of another corporation, partnership,
joint venture, trust, limited liability company or other enterprise; in each case whether or not he
is acting or serving in any such capacity at the time any liability or expense is incurred for
which indemnification or reimbursement can be provided under this Agreement; provided that any such
action, suit or proceeding which is brought by Indemnitee against the Corporation or any
predecessor, subsidiary or affiliated company or directors or officers of the Corporation or any
predecessor, subsidiary or affiliated company, other than an action brought by Indemnitee to
enforce his rights under this Agreement, shall not be deemed a Proceeding without prior approval by
a majority of the Board of Directors of the Corporation.



 









 





     (b) The term “Expenses” shall include, without limitation, any judgments, fines and penalties
against Indemnitee in connection with a Proceeding; amounts paid by Indemnitee in settlement of a
Proceeding; and all attorneys’ fees and disbursements, accountants’ fees, private investigation
fees and disbursements, retainers, court costs, transcript costs, fees of experts, fees and
expenses of witnesses, travel expenses, duplicating costs, printing and binding costs, telephone
charges, postage, delivery service fees, and all other disbursements, or expenses, reasonably
incurred by or for Indemnitee in connection with prosecuting, defending, preparing to prosecute or
defend, investigating, being or preparing to be a witness in a Proceeding or establishing
Indemnitee’s right of entitlement to indemnification for any of the foregoing.



     (c) References to Indemnitee’s being or acting as “a director or officer of the Corporation”
or “serving at the request of the Corporation as a director, officer, trustee, employee or agent of
another corporation, partnership, joint venture, trust, limited liability company or other
enterprise” shall include in each case service to or actions taken while a director, officer,
trustee, employee or agent of any predecessor, subsidiary or affiliated company of the Corporation.



     (d) References to “other enterprise” shall include employee benefit plans; references to
“fines” shall include any excise tax assessed with respect to any employee benefit plan; references
to “serving at the request of the Corporation” shall include any service as a director, officer,
employee or agent of the Corporation which imposes duties on, or involves services by, such
director, officer, trustee, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably
believed to be in the interests of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner “not opposed to the best interest of the Corporation” as
referred to in this Agreement.



     (e) The term “substantiating documentation” shall mean copies of bills or invoices for costs
incurred by or for Indemnitee, or copies of court or agency orders or decrees or settlement
agreements, as the case may be, accompanied by a statement from Indemnitee that such bills,
invoices, court or agency orders or decrees or settlement agreements, represent costs or
liabilities meeting the definition of “Expenses” herein.



     (f) The terms “he” and “his” have been used for convenience and mean “she” and “her” if
Indemnitee is a female.



     2. Indemnity of Director or Officer. The Corporation hereby agrees (subject to the provisions of
Section 5 below) to hold harmless and indemnify Indemnitee against Expenses to the fullest extent
authorized or permitted by law (including the applicable provisions of the DGCL). The phrase “to
the fullest extent permitted by law” shall include, but not be limited to (a) to the fullest extent
permitted by any provision of the DGCL that authorizes or permits additional indemnification by
agreement, or the corresponding provision of any amendment to or replacement of the DGCL and (b) to
the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted
after the date of this Agreement that increase the extent to which a corporation may indemnify its
officers and directors. Any amendment, alteration or repeal of the DGCL that adversely affects
any right of Indemnitee shall be prospective only and shall not limit or eliminate any such right
with respect to any Proceeding



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involving any occurrence or alleged occurrence of any action or
omission to act that took place prior to such amendment or repeal.




     3. Additional Indemnity. The Corporation hereby further agrees (subject to the provisions of
Section 5 below) to hold harmless and indemnify Indemnitee against Expenses incurred by reason of
the fact that Indemnitee is or was a director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a director, officer, trustee, employee or agent
of another corporation, partnership, joint venture, trust, limited liability company or other
enterprise, including, without limitation, any predecessor, subsidiary or affiliated entity of the
Corporation, but only if Indemnitee acted in good faith and, in the case of conduct in his official
capacity, in a manner he reasonably believed to be in the best interests of the Corporation and, in
all other cases, not opposed to the best interests of the Corporation. Additionally, in the case
of a criminal proceeding, Indemnitee must have had no reasonable cause to believe that his conduct
was unlawful. The termination of any Proceeding by judgment, order of the court, settlement,
conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a
presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interest of the Corporation, and with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.



     4. Contribution. If the indemnification provided under Section 2 is unavailable by reason of a
court decision, based on grounds other than any of those set forth in Section 5 below, then, in
respect of any Proceeding in which the Corporation is jointly liable with Indemnitee (or would be
if joined in such Proceeding), the Corporation shall contribute to the amount of Expenses actually
and reasonably incurred and paid or payable by Indemnitee in such proportion as is appropriate to
reflect (i) the relative benefits received by the Corporation on one hand and Indemnitee on the
other from the transaction from which such Proceeding arose and (ii) the relative fault of the
Corporation on the one hand and of Indemnitee on the other in connection with the events that
resulted in such Expenses as well as any other relevant equitable considerations. The relative
fault of the Corporation on the one hand and of Indemnitee on the other shall be determined by
reference to, among other things, the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent the circumstances resulting in such Expenses. The
Corporation agrees that it would not be just and equitable if contribution pursuant to this Section
4 were determined by pro rata allocation or any other method of allocation that does not take into
account of the foregoing equitable considerations.



     5. Exceptions. Any other provision herein to the contrary notwithstanding, the Corporation shall
not be obligated pursuant to the terms of this Agreement:



     (a) Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee
with respect to proceedings or claims initiated or brought voluntarily by Indemnitee and not by way
of defense, except with respect to proceedings brought to establish or enforce a right to
indemnification under this Agreement;



     (b) Insured Claims. To indemnify Indemnitee for expenses or liabilities of any type
whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and



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amounts paid in settlement) to the extent such expenses or liabilities have been paid directly to
Indemnitee by an insurance carrier under a policy of officers’ and directors’ liability insurance;



     (c) Claims Under Section 16(b). To indemnify Indemnitee for expenses or the payment
of profits arising from the purchase and sale by Indemnitee of securities in violation of Section
16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute;



     (d) Unlawful Claims. To indemnify Indemnitee to the extent such indemnification is
prohibited by applicable law; or



     (e) Unauthorized Settlement. To indemnify Indemnitee with regard to any judicial
award if the Corporation was not given a reasonable and timely opportunity, to participate in the
defense of such action or to indemnify Indemnitee for any amounts paid in settlement of any
Proceeding effected without the Corporation’s prior written consent.



     6. Choice of Counsel. If Indemnitee is not an officer of the Corporation, he, together with the
other directors who are not officers of the Corporation and are seeking indemnification (the
“Outside Directors”), shall be entitled to employ, and be reimbursed for the fees and disbursements
of, a single counsel separate from that chosen by Indemnitees who are officers of the Corporation.
The principal counsel for Outside Directors (“Principal Counsel”) shall be determined by majority
vote of the Outside Directors who are seeking indemnification, and the Principal Counsel for the
Indemnitees who are not Outside Directors (“Separate Counsel”) shall be determined by majority vote
of such Indemnitees, in each case subject to the consent of the Corporation (not to be unreasonably
withheld or delayed). The obligation of the Corporation to reimburse Indemnitee for the fees and
disbursements of counsel hereunder shall not extend to the fees and disbursements of any counsel
employed by Indemnitee other than Principal Counsel or Separate Counsel, as the case may be, unless
Indemnitee has interests that are different from those of the other Indemnitees or defenses
available to him that are in addition to or different from those of the other Indemnitees such that
Principal Counsel or Separate Counsel, as the case may be, would have an actual or potential
conflict of interest in representing Indemnitee.



     7. Advances of Expenses.



     (a) Expenses (other than judgments, penalties, fines and settlements) incurred by Indemnitee
shall be paid by the Corporation, in advance of the final disposition of the Proceeding, within
three business days after receipt of Indemnitee’s written request accompanied
by substantiating documentation and Indemnitee’s written affirmation as described in
subsection (c) below. No objections based on or involving the question whether such charges meet
the definition of “Expenses,” including any question regarding the reasonableness of such Expenses,
shall be grounds for failure to advance to such Indemnitee, or to reimburse such Indemnitee for,
the amount claimed within such three business day period, and the undertaking of Indemnitee set
forth in this Section 7 to repay any such amount to the extent it is ultimately determined that
Indemnitee is not entitled to indemnification shall be deemed to include an undertaking to repay
any such amounts determined not to have met such definition.



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     (b) Indemnitee hereby undertakes to repay to the Corporation (i) any advances or payment of
Expenses made pursuant to this Section 7 and (ii) any judgments, penalties, fines and settlements
paid to or on behalf of Indemnitee hereunder, in each case to the extent that it is ultimately
determined in a final judgment or other final adjudication of a court of competent jurisdiction
that Indemnitee is not entitled to indemnification.



     (c) As a condition to the advancement of such Expenses or the payment of such judgments,
penalties, fines and settlements, Indemnitee shall execute an acknowledgment wherein Indemnitee (i)
affirms that Indemnitee has met the standard of conduct for indemnification and (ii) affirms that
such Expenses or such judgments, penalties, fines and settlements, as the case may be, are
delivered pursuant and are subject to the provisions of this Agreement.



     8. Right of Indemnitee to Indemnification Upon Application; Procedure Upon Application. Any
indemnification claim under this Agreement, other than pursuant to Section 7 hereof, shall be made
no later than 30 days after receipt by the Corporation of the written request of Indemnitee,
accompanied by substantiating documentation, unless a determination is made within said 30-day
period that Indemnitee has not met the relevant standards for indemnification set forth in Section
3 hereof by (a) the Board of Directors by a majority vote of a quorum consisting of directors who
are not or were not parties to such Proceeding, (b) a committee of the Board of Directors
designated by majority vote of the Board of Directors, even though less than a quorum, (c) if there
are no such directors, or if such directors so direct, independent legal counsel in a written
opinion or (d) the stockholders.



     The right to indemnification or advances as provided by this Agreement shall be enforceable by
Indemnitee in any court of competent jurisdiction. The burden of proving that indemnification is
not appropriate shall be on the Corporation. Neither the failure of the Corporation (including its
Board of Directors, any committee thereof, independent legal counsel or its stockholders) to have
made a determination prior to the commencement of such action that indemnification is proper in the
circumstances because Indemnitee has met the applicable standards of conduct, nor an actual
determination by the Corporation (including its Board of Directors, any committee thereof,
independent legal counsel or its stockholders) that Indemnitee has not met such applicable standard
of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met
the applicable standard of conduct.



     9. Indemnification Hereunder Not Exclusive. The indemnification and advancement of expenses provided by this Agreement shall not be deemed
exclusive of any other rights to which Indemnitee may be entitled under the Corporation’s charter
or certificate of incorporation (as the same may be amended from time to time), the Bylaws, the
DGCL, any directors and officers insurance maintained by or on behalf of the Corporation, any
agreement, or otherwise, both as to action in his official capacity and as to action in another
capacity while holding such office; provided, however, that this Agreement supersedes all prior
written indemnification agreements between the Corporation (or any predecessor thereof) and
Indemnitee with respect to the subject matter hereof. However, Indemnitee shall reimburse the
Corporation for amounts paid to Indemnitee pursuant to such other rights to the extent such
payments duplicate any payments received pursuant to this Agreement.



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     10. Continuation of Indemnity. All agreements and obligations of the Corporation contained herein
shall continue during the period Indemnitee is a director or officer of the Corporation (or is or
was serving at the request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, limited liability company or other enterprise) and
shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding
(notwithstanding the fact that Indemnitee has ceased to serve the Corporation).



     11. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to
indemnification by the Corporation for a portion of Expenses, but not, however, for the total
amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such
Expenses to which Indemnitee is entitled.



     12. Acknowledgements. The Corporation expressly confirms and agrees that it has entered into this
Agreement and assumed the obligations imposed on the Corporation hereby in order to induce
Indemnitee to serve or to continue to serve as a director or officer of the Corporation, and
acknowledges that Indemnitee is relying upon this Agreement in agreeing to serve or in continuing
to serve as a director or officer of the Corporation.



     13. Enforcement. In the event Indemnitee is required to bring any action or other proceeding to
enforce rights or to collect moneys due under this Agreement and is successful in such action, the
Corporation shall reimburse Indemnitee for all of Indemnitee’s expenses in bringing and pursuing
such action.



     14. Severability. If any provision of this Agreement shall be held to be invalid, illegal or
unenforceable (a) the validity, legality and enforceability of the remaining provisions of this
Agreement shall not be in any way affected or impaired thereby, and (b) to the fullest extent
possible, the provisions of this
Agreement shall be construed so as to give effect to the intent manifested by the provision held
invalid, illegal or unenforceable. Each section of this Agreement is a separate and independent
portion of this Agreement. If the indemnification to which Indemnitee is entitled with respect to
any aspect of any claim varies between two or more sections of this Agreement, that section
providing the most comprehensive indemnification shall apply.



     15. Liability Insurance. To the extent the Corporation maintains an insurance policy or policies
providing directors’ and officers’ liability insurance, Indemnitee shall be covered by such policy
or policies, in accordance with its or their terms, to the maximum extent of the coverage available
and maintained by the Corporation for any director or officer of the Corporation or any applicable
subsidiary or affiliated company.



     16. Miscellaneous.



     (a) Governing Law. This Agreement and all acts and transactions pursuant hereto and
the rights and obligations of the parties hereto shall be governed, construed and interpreted in
accordance with the laws of the State of Delaware, without giving effect to principles of conflict
of law.



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     (b) Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire
agreement and understanding of the parties relating to the subject matter herein and merges all
prior discussions between them. No modification of or amendment to this Agreement, nor any waiver
of any rights under this Agreement, shall be effective unless in writing signed by the parties to
this Agreement. The failure by either party to enforce any rights under this Agreement shall not
be construed as a waiver of any rights of such party.



     (c) Construction. This Agreement is the result of negotiations between and has been
reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this
Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be
construed in favor of or against any one of the parties hereto.



     (d) Notices. All notices, demands or other communications to be given or delivered
under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to
have been given (i) when delivered personally to the recipient, (ii) one business day after the
date when sent to the recipient by reputable overnight courier service (charges prepaid), or (iii)
five business days after the date when mailed to the recipient by certified or registered mail,
return receipt requested and postage prepaid. Such notices, demands and other communications shall
be sent to the parties at the addresses indicated on the signature page hereto, or to such other
address as any party hereto may, from time to time, designate in writing delivered pursuant to the
terms of this Section 16(d).



     (e) Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one instrument.



     (f) Successors and Assigns. This Agreement shall be binding upon the Corporation and
its successors and assigns and shall inure to the benefit of Indemnitee and Indemnitee’s heirs,
legal representatives and assigns.



     (g) Subrogation. In the event of payment under this Agreement, the Corporation shall
be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who
shall execute all documents required and shall do all acts that may be necessary to secure such
rights and to enable the Corporation to effectively bring suit to enforce such rights.



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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and
year first above written.



	 	 	 	 	 	 	 

	 	 	TARGA RESOURCES INVESTMENTS INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Rene R. Joyce	 	 
	 

	 	Title:
	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	1000 Louisiana, Suite 4300

Houston, Texas 77002	 	 
	 
	 	 	 	 	 	 
	 	 	INDEMNITEE:	 	 
	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	[Name]	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Address: