exv10w7






Exhibit 10.7




Williams Pipeline GP LLC Long-Term Incentive Plan




Restricted Unit Grant Agreement



for Non-Employee Directors



Grantee:                     




Grant Date                    , 20     





	1.	 	Grant of Restricted Units. Williams Pipeline GP LLC (the “Company”) hereby grants to you
___Restricted Units under the Williams Pipeline GP LLC Long-Term Incentive Plan (the
“Plan”) on the terms and conditions set forth herein and in the Plan, which is incorporated
herein by reference as a part of this Agreement. In the event of any conflict between the
terms of this Agreement and the Plan, the Plan shall control. Capitalized terms used in this
Agreement but not defined herein shall have the meanings ascribed to such terms in the Plan,
unless the context requires otherwise.

	 
	2.	 	UDRs. You are entitled to receive all cash distributions made with respect to Restricted
Units registered in your name and are entitled to vote such Restricted Units, unless and until
the Restricted Units are forfeited. Such cash distribution shall be made without interest no
later than on the first day of the month next following the month in which cash distributions
are made to Unitholders.

	 
	3.	 	Regular Vesting. Except as otherwise provided in Section 4 below, the Restricted Units
granted hereunder shall vest 180 calendar days from the Grant Date. Your service as a member
of the Board of the Company must be continuous from the Grant Date through such date in order
for the Award to become vested.

	 
	4.	 	Events Occurring Prior to Regular Vesting.






	 	(a)	 	Death or Disability. If your service with the Company terminates as a result
of your death or a disability (within the meaning of Section 22(e)(3) of the Internal
Revenue Code of 1986, as amended and in effect from time to time (the “Code”)), the
Restricted Units then held by you automatically will become fully vested upon such
termination.

	 
	 	(b)	 	Termination by the Company other than for Cause. If your service is terminated
by the Company for any reason other than “Cause,” as determined by the Company in
accordance with the definition below, the Restricted Units then held by you
automatically will become fully vested upon such termination.

	 
	 	(c)	 	Change of Control. All outstanding Restricted Units held by you automatically
shall become fully vested upon a Change of Control.

	 
	 	(d)	 	Other Terminations. If your service with the Company terminates for any reason
other than as provided in (a) and (b) above, and (c) does not apply, all unvested
Restricted Units then held by you automatically shall be forfeited without payment upon
termination of your service with the Company.






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	 	 	For purposes of this Section 4, “service with the Company” shall include being an employee
of or a director or consultant to the Company or an Affiliate.

	 
	 	 	For purposes of this Section 4, “Cause” shall mean:






(1) an act by the Grantee of willful misrepresentation, fraud or willful dishonesty
intended to result in substantial personal enrichment at the expense of the Company
or an Affiliate;




(2) the Grantee’s willful misconduct with regard to the Company or an Affiliate that
is intended to have a material adverse impact on the Company or an Affiliate;




(3) the Grantee’s material, willful and knowing violation of Company or Affiliate
guidelines or policies or the Grantee’s fiduciary duties which has or is intended to
have a material adverse impact on the Company or an Affiliate;




(4) the Grantee’s willful or reckless behavior in the performance of his or her
duties which has a material adverse impact on the Company or an Affiliate;




(5) the Grantee’s willful failure to perform his or her duties or to follow a
written direction of the Chairman or the board of directors of the Company;




(6) the Grantee’s conviction of, or pleading nolo contendere or guilty to, a felony;
or




(7) any other willful material breach by the Grantee of his or her obligations to
the Company or an Affiliate that, if curable, is not cured within 20 days of receipt
of written notice from the Company or an Affiliate.




	5.	 	Unit Certificates. A certificate evidencing the Restricted Units shall be issued in your
name, pursuant to which you shall have all voting rights. The certificate shall bear the
following legend:







The Units evidenced by this certificate have been issued pursuant to an agreement
made as of ___, ___, a copy of which is attached hereto and incorporated
herein, between Williams Pipeline GP LLC (the “Company”) and the registered holder
of the Units, and are subject to forfeiture to the Company under certain
circumstances described in such agreement. The sale, assignment, pledge or other
transfer of the Units evidenced by this certificate is prohibited under the terms
and conditions of such agreement, and such Units may not be sold, assigned, pledged
or otherwise transferred except as provided in such agreement.




	 	 	The Company may cause the certificate to be delivered upon issuance to the Secretary of the
Company as a depository for safekeeping until the forfeiture occurs or the restrictions
lapse pursuant to the terms of this Agreement. Upon request of the Company, you shall
deliver to the Company a unit power, endorsed in blank, relating to the Restricted Units
then subject to the restrictions. Upon the lapse of the restrictions without forfeiture,
the






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	 	 	Company shall cause a certificate or certificates to be issued without legend in your name
in exchange for the certificate evidencing the Restricted Units.

	 
	6.	 	Limitations Upon Transfer. All rights under this Agreement shall belong to you alone and may
not be transferred, assigned, pledged, or hypothecated by you in any way (whether by operation
of law or otherwise), other than by will or the laws of descent and distribution and shall not
be subject to execution, attachment, or similar process. Upon any attempt by you to transfer,
assign, pledge, hypothecate, or otherwise dispose of such rights contrary to the provisions in
this Agreement or the Plan, or upon the levy of any attachment or similar process upon such
rights, such rights shall immediately become null and void.

	 
	7.	 	Restrictions. By accepting this grant, you agree that any Units which you may acquire upon
vesting of this Award will not be sold or otherwise disposed of in any manner which would
constitute a violation of any applicable federal or state securities laws. You also agree
that (i) the certificates representing the Units acquired under this Award may bear such
legend or legends as the Committee deems appropriate in order to assure compliance with
applicable securities laws, (ii) the Company may refuse to register the transfer of the Units
acquired under this Award on the transfer records of the Company if such proposed transfer
would in the opinion of counsel satisfactory to the Company constitute a violation of any
applicable securities law, and (iii) the Company may give related instructions to its transfer
agent, if any, to stop registration of the transfer of the Units to be acquired under this
Award.

	 
	8.	 	Withholding of Tax. To the extent that the grant or vesting of a Restricted Unit results in
the receipt of compensation by you with respect to which the Company or an Affiliate has a tax
withholding obligation pursuant to applicable law, unless other arrangements have been made by
you that are acceptable to the Company or such Affiliate, you shall deliver to the Company or
the Affiliate such amount of money as the Company or the Affiliate may require to meet its
withholding obligations under such applicable law. No issuance of an unrestricted Unit shall
be made pursuant to this Agreement until you have paid or made arrangements approved by the
Company or the Affiliate to satisfy in full the applicable tax withholding requirements of the
Company or Affiliate with respect to such event.

	 
	9.	 	Code Section 83(b) Election. You shall be permitted to make an election under Section 83(b)
of the Code, to include an amount in income in respect of the Award of Restricted Units in
accordance with the requirements of Section 83(b) of the Code.

	 
	10.	 	Binding Effect. This Agreement shall be binding upon and inure to the benefit of any
successor or successors of the Company and upon any person lawfully
claiming under you.

	 
	11.	 	Entire Agreement. This Agreement, together with the Plan, constitute the entire agreement of
the parties with regard to the subject matter hereof, and together contain all the covenants,
promises, representations, warranties and agreements between the parties with respect to the
Restricted Units granted hereby. Without limiting the scope of
the






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	 	 	preceding sentence, all prior understandings and agreements, if any, among the parties
hereto relating to the subject matter hereof are hereby null and void and of no further
force and effect. Any modification of this Agreement shall be effective only if it is in
writing and signed by both you and an authorized officer of the
Company.

	 
	12.	 	Governing Law. This grant shall be governed by, and construed in accordance with, the laws
of the State of Oklahoma, without regard to conflicts of laws principles thereof that would
apply the law of any other state.






	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Williams Pipeline GP LLC	 	 	 	Grantee	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:
	 	 
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 







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