KMP Non-Employee Director Common Unit Compensation Agreement




Exhibit 10.1



KINDER MORGAN ENERGY PARTNERS, L.P.

NON-EMPLOYEE DIRECTOR

COMMON UNIT COMPENSATION AGREEMENT


Common Unit Compensation Agreement made effective the ____ day of
___________, ______, between Kinder Morgan Energy Partners, L.P., a Delaware limited
partnership (the "Partnership"), and _______________________ ("Director").


	1.	Award. The Partnership has
    made an award of Cash Compensation (as defined below) which Director is electing to
    receive in the form of the Partnership's common units representing limited partnership
    interests ("Common Units"), subject to the terms and conditions contained herein
    and in the Plan (as defined below).




	  		
		(a)
	Cash Compensation. As
    contemplated by the Kinder Morgan Energy Partners, L.P. Common Unit Compensation Plan for
    Non-Employee Directors (the "Plan"), $________ of cash compensation which
    Director may elect to receive in the form of Common Units (the "Cash
    Compensation") has been awarded to Director for the ______ calendar year.

	  		
		(b)
	Election to Receive Common Units in
    Lieu of Cash. In accordance with the terms of the Plan, Director hereby elects to
    receive the Cash Compensation in the form of the Partnership's common units representing
    limited partnership interests ("Common Units"). Director shall receive ________
    Common Units and $_________ in cash (the "Cash Payment"), as calculated in
    accordance with the terms of the Plan. The Common Units shall be issued upon acceptance
    hereof by Director and certificates therefor will be delivered to Director upon
    satisfaction of the conditions of this Agreement. The Cash Payment shall be paid in
    installments of $_____ each on March 31, June 30, September 30 and December 31 of 20__.

	  		
	  	(c)
	Plan Incorporated. Director
    acknowledges receipt of a copy of the Plan and agrees that the election to receive such
    Cash Compensation in the form of Common Units shall be subject to all of the terms and
    conditions set forth in the Plan, including future amendments thereto, if any, pursuant to
    the terms thereof, which Plan is incorporated herein by reference as a part of this
    Agreement.




	  	
	2.	Common Units. Director
    hereby accepts the Common Units when issued and agrees with respect thereto as follows:




	  		
	  	(a)
	Forfeiture Restrictions. To
    the extent then subject to the Forfeiture Restrictions (as hereinafter defined), the
    Common Units issued hereunder may not be sold, assigned, transferred, exchanged, pledged,
    hypothecated or encumbered by Director, and no such sale, assignment, transfer, exchange,
    pledge, hypothecation or encumbrance, whether made or created by voluntary act of Director
    or any agent of Director or by operation of law, shall be recognized by, or be binding
    upon, or shall in any manner affect the rights of, the Partnership or any agent or any
    custodian holding certificates for the Common Units. In the event that Director's service
    as a director of Kinder Morgan Management,





  






	  		
	  	  
	LLC (the "Company"), as the
    delegate of the general partner of the Partnership, is terminated prior to the lapse of
    the Forfeiture Restrictions as provided in (b) below (i) by the Company for Cause, or (ii)
    by voluntary resignation, Director shall, for no consideration, forfeit to the Partnership
    all Common Units to the extent then subject to the Forfeiture Restrictions. The
    prohibition against transfer and the obligation to forfeit and surrender Common Units to
    the Partnership upon such termination of service as a director are herein referred to as
    "Forfeiture Restrictions."

      

    For purposes of this Agreement, "Cause" is defined as:




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

			(2)
	Director's willful misconduct with regard
    to the Partnership or the Company that is intended to have a material adverse impact on
    the Partnership or the Company;

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

			(4)
	Director's willful or reckless behavior in
    the performance of his or her duties which has a material adverse impact on the
    Partnership;

			(5)
	Director's willful failure to perform his
    or her duties;

			(6)
	Director's conviction of, or pleading nolo
    contendere or guilty to, a felony; or

	  	  
	(7)
	any other willful material breach by
    Director of his or her obligations to the Partnership or the Company that is not cured
    within 20 days of receipt of written notice from the Partnership or the Company, as the
    case may be.




	  		
	  	(b)
	Lapse of Forfeiture Restrictions.
    The Forfeiture Restrictions shall lapse and cease to apply to the Common Units on
    _________, 20__.

    Upon the occurrence of a Change in Control (as defined in the Plan),
    the Committee may take any action with respect to the Common Units that it deems
    appropriate, including but not limited to causing the Forfeiture Restrictions to lapse;
    provided, however, that if a Change in Control occurs and, in connection with or as a
    result of such Change in Control, Richard D. Kinder no longer holds or does not continue
    to hold the office of Chairman of the Company, the Forfeiture Restrictions shall lapse. If
    Director's service as a director of the Company is terminated for any reason (including
    death, disability, or Director's failure to be elected as a director at a shareholders
    meeting at which Director is considered for election) other than (i) by the Company for
    Cause, or (ii) by voluntary resignation, to the extent the Common Units are subject to
    Forfeiture Restrictions on the date of such termination, such Forfeiture Restrictions
    shall lapse.

    Common Units with respect to which Forfeiture Restrictions have lapsed
    shall cease to be subject to any Forfeiture Restrictions, and the Partnership, pending
    payment of corresponding taxes, shall provide Director a certificate (without the legend
    referenced 





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	in Section 2(c)) below representing the
    units as to which the Forfeiture Restrictions have lapsed.

    If the service of Director as a director of the Company shall terminate
    prior to the lapse of the Forfeiture Restrictions, and there exists a dispute between
    Director and the Company or the Committee (as defined in the Plan) as to the satisfaction
    of the conditions to the lapse of the Forfeiture Restrictions or the terms and conditions
    of this Agreement, the Common Units shall remain subject to the Forfeiture Restrictions
    until the resolution of such dispute, except that any distributions that may be payable to
    the holders of record of Common Units as of a date during the period from termination of
    Director's service as a director to the resolution of such dispute shall:




	  			
	  	  
	  
	     (1)   to the extent to which such distributions
    would have been payable to Director on the Common Units, be held by the Partnership as
    part of its general funds, and shall be paid to or for the account of Director only upon,
    and in the event of, a resolution of such dispute in a manner favorable to Director, and
    then only with respect to such of the Common Units as to which such resolution shall be so
    favorable, and

         (2)   be retained by the Partnership in the event of
    a resolution of such dispute in a manner unfavorable to Director only with respect to such
    of the Common Units as to which such resolution shall be so unfavorable.




	  		
	  	(c)
	Rights as a Unitholder.
    Unless otherwise provided in this Agreement, Director shall have the right to receive
    distributions with respect to the Common Units awarded hereby, to vote such Common Units
    and to enjoy all other unitholder rights.

	  		  

		(d)
	Certificates. One or more
    certificates evidencing the Common Units shall be issued by the Partnership in Director's
    name, or at the option of the Partnership, in the name of a nominee of the Partnership,
    pursuant to which Director shall have voting rights and shall be entitled to receive all
    distributions unless and until the Common Units are forfeited pursuant to the provisions
    of this Agreement. Each certificate shall bear the following legend:




	  	  	  	  
	  	  
	  
	THIS CERTIFICATE AND THE COMMON UNITS
    REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND
    RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE KINDER MORGAN ENERGY PARTNERS, L.P. COMMON
    UNIT COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS AND AN AGREEMENT ENTERED INTO BETWEEN
    THE REGISTERED OWNER AND KINDER MORGAN ENERGY PARTNERS, L.P. A RELEASE FROM SUCH TERMS AND
    CONDITIONS SHALL BE OBTAINED ONLY IN ACCORDANCE WITH THE PROVISIONS OF SUCH PLAN AND
    AGREEMENT, A COPY OF EACH OF WHICH IS ON FILE IN THE 





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	OFFICE OF THE SECRETARY OF KINDER MORGAN
    MANAGEMENT, LLC.




	  		
			Until the Forfeiture Restrictions have
    lapsed, (i) Director shall not be entitled to delivery of the unit certificate, (ii) the
    Partnership shall retain custody of the unit certificate, and (iii) Director may not sell,
    transfer, pledge, exchange, hypothecate or otherwise dispose of the Common Units. A breach
    by Director of the terms and conditions of this Agreement shall cause a forfeiture of the
    Common Units by Director. Upon request of the Committee, Director shall deliver to the
    Partnership a stock power, endorsed in blank, relating to the Common Units then subject to
    the Forfeiture Restrictions. Upon the lapse of the Forfeiture Restrictions without
    forfeiture, the Partnership shall deliver to Director a certificate without legend
    evidencing the vested Common Units with respect to which Forfeiture Restrictions have
    lapsed, and shall retain a certificate representing unvested Common Units still subject to
    Forfeiture Restrictions. Notwithstanding any other provisions of this Agreement, the
    issuance or delivery of any Common Units (whether subject to restrictions or unrestricted)
    may be postponed for such period as may be required to comply with applicable requirements
    of any national securities exchange or any requirements of any law or regulation
    applicable to the issuance or delivery of such units. The Partnership shall not be
    obligated to issue or deliver any Common Units if the issuance or delivery thereof shall
    constitute a violation of any provision of any law or of any regulation of any
    governmental authority or any national securities exchange.




	  	
	3.	Status of Common Units.
    Director agrees that, notwithstanding anything to the contrary herein, the Common
    Units may not be sold, transferred, pledged, exchanged, hypothecated or otherwise disposed
    of in any manner that would constitute a violation of any applicable federal or state
    securities laws. Director also agrees that (i) certificates shall bear the legend or
    legends as the Committee deems appropriate in order to assure compliance with applicable
    securities laws, (ii) the Partnership may refuse to register the transfer of the Common
    Units on the transfer records of the Partnership if such proposed transfer would in the
    opinion of counsel satisfactory to the Partnership constitute a violation of any
    applicable securities law, and (iii) the Partnership may give related instructions to its
    transfer agent, if any, to stop registration of the transfer of the Common Units.




	  	
	4.	Changes in Capital Structure.
    If the outstanding Common Units or other securities of the Partnership, or both, shall at
    any time be changed or exchanged by declaration of a unit dividend, unit split,
    combination of units, or recapitalization, the number and kind of Common Units shall be
    appropriately and equitably adjusted in accordance with the terms of the Plan.

	  	
	5.	Status as Director. For
    purposes of this Agreement, Director shall be considered to be in service as a director of
    the Company as long as Director remains a director of the Company or any successor limited
    liability company or other legal entity that is the delegate of the general partner of the
    Partnership. Any question as to whether and when there has been a termination of such
    service, and the cause of such termination, shall be determined by the Committee in its
    sole discretion, and its determination shall be final.





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	6.	Committee's Powers. No
    provision contained in this Agreement shall in any way terminate, modify or alter, or be
    construed or interpreted as terminating, modifying or altering, any of the powers, rights
    or authority vested in the Committee pursuant to the terms of the Plan, including, without
    limitation, the Committee's rights to make certain determinations and elections with
    respect to the Common Units.

	  	
	7.	Binding Effect. The
    provisions of the Plan and the terms and conditions of this Agreement shall, in accordance
    with their terms, be binding upon, and inure to the benefit of, all successors of
    Director, including, without limitation, Director's estate and the executors,
    administrators, or trustees thereof, heirs and legatees, and any receiver, trustee in
    bankruptcy, or representative of creditors of Director. This Agreement shall be binding
    upon and inure to the benefit of any successors to the Partnership.

	  	
	8.	Agreement Subject to Plan.
    This Agreement is subject to the Plan. The terms and provisions of the Plan (including any
    subsequent amendments thereto) are hereby incorporated herein by reference thereto. In the
    event of a conflict between any term or provision contained herein and a term or provision
    of the Plan, the applicable terms and provisions of the Plan will govern and prevail. All
    definitions of words and terms contained in the Plan shall be applicable to this
    Agreement.

	  	
	9.	Governing Law. To the extent
    not preempted by any laws of the United States, the Plan shall be construed, regulated,
    interpreted and administered according to the laws of the State of Texas.





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IN WITNESS WHEREOF, the Partnership has caused this Agreement to be
duly executed by an officer thereunto duly authorized, and Director has executed this
Agreement, all effective as of the date of first above written.


	  	KINDER MORGAN ENERGY PARTNERS, L.P.



  


	  	By:	Kinder Morgan G.P., Inc.,

    its general partner



	  			
	  	  	By:	Kinder Morgan Management, LLC,

    its delegate



	  			  

      	
	  	  	  	By:	  
	  	  	  	  	Name:	  
	  	  	  	  	Title:	  



  


	  	DIRECTOR

      



	  	Name:	  



	  	Social Security Number:	  



 


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