Exhibit








EXHIBIT 10.5
    


SPECTRA ENERGY CORP
PHANTOM STOCK AWARD AGREEMENT




This Phantom Stock Award Agreement (the “Agreement”) has been made as of                  ,          (the “Date of Grant”) between Spectra Energy Corp, a Delaware corporation, with its principal offices in Houston, Texas (the “Company”), and  ________ (the “Grantee”).


RECITALS
Under the amended and restated Spectra Energy Corp 2007 Long-Term                  Incentive Plan as it may, from time to time, be amended (the “Plan”), the Compensation Committee of the Board of Directors of the Company (the “Committee”), or its                      delegatee, has determined the form of this Agreement (which also includes Schedule A hereto or Schedule B hereto, as applicable to the Grantee) and selected the Grantee,                as an Employee, to receive the award evidenced by this Agreement (the “Award”) and the Phantom Stock units and tandem Dividend Equivalents that are subject hereto.  The basis for the Award is to provide an incentive for the Employee to remain with the                     Company and to improve Employee retention.  Awards are not intended for Employees who have given notice of resignation or who have been given notice of termination by     the Company or an employing Subsidiary, and will not accrue to Employees once such notices are given.  For clarity, Awards do not accrue for Employees who have received notice, given notice or have been determined to be entitled to a notice period by a court, and no damages suffered by an Employee due to lack of sufficient notice will include compensation for loss of vesting rights or accrual of an Award, notwithstanding any statutory, contractual, or common law period of notice of termination, or compensation             in lieu of such notice, to which an employee may be entitled.  The applicable provisions of the Plan are incorporated in this Agreement by reference, including the definitions of terms contained in the Plan (unless such terms are otherwise defined herein).


AWARD


In accordance with the Plan, the Company has made this Award, effective as of the Date of Grant and upon the following terms and conditions:


Section 1.    Number and Nature of Phantom Stock Units and Tandem Dividend Equivalents.  The number of Phantom Stock units and the number of tandem Dividend Equivalents subject to this Award are each ___________ (____).  Each Phantom Stock unit, upon becoming vested before its expiration, represents a right to receive payment in the form of one (1) share of Common Stock.  Each tandem Dividend Equivalent represents a right to receive cash payments equivalent to the amount of cash dividends declared and paid on one (1) share of Common Stock after the Date of Grant and                          before the Dividend Equivalent expires.  Phantom Stock units and Dividend Equivalents are used solely as units of measurement, and are not shares of Common Stock and the Grantee is not, and has no rights as,  a  shareholder  of  the  Company  by  virtue of this                  




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Award.  The Phantom Stock units and Dividend Equivalents subject to this Award have been awarded to the Grantee in respect of services to be performed by the Grantee exclusively in and after the year in which the Award is made.


Section 2.    Vesting of Phantom Stock Units.  The specified percentage of the Phantom Stock units subject to this Award, and not previously forfeited, shall vest, with such percentage considered satisfied to the extent such Phantom Stock units have previously vested, as follows:


(a)    Generally.  100% upon Grantee continuously remaining an Employee of the Company, including Subsidiaries, through the third anniversary of the Date of Grant (the “Vesting Period”).


(b)      Retirement.  If Grantee’s employment with the Company, including Subsidiaries, terminates at a time when Grantee is eligible for an immediately payable early or normal retirement benefit under the Spectra Energy Retirement Cash Balance Plan or under another retirement plan of the Company or Subsidiary, which plan the Committee, or its delegatee, in its sole discretion, determines to be the functional equivalent of the Spectra Energy Retirement Cash Balance Plan, then the number of Phantom Stock units and tandem Dividend Equivalents to which the Grantee shall have a right to payment hereunder shall be prorated to reflect the number of months of the Vesting Period during which the Grantee’s active employment with the Company,              including Subsidiaries, (“Active Employment”) continued, and the remaining Phantom Stock units not vested shall be forfeited.  Solely for purposes of calculating the prorated payment in the preceding sentence, if the Grantee’s Active Employment continued for at least one (1) day during a calendar month in the Vesting Period, Grantee’s Active Employment shall be considered to have continued for the entirety of such month, but in no event for more than thirty-six (36) months.  Grantee shall be considered to have               “retired” but Grantee’s employment shall be considered to continue, with continued              vesting under Section 2(a) with respect to the prorated payment determined in                 accordance with the above, (i) unless the Committee or its delegatee, in its sole                  discretion, determines that (A) Grantee is in violation of any obligation identified in                Section 4 or (B) the termination of Grantee’s employment is for Cause, in which case all Phantom Stock units not previously vested shall be forfeited, or (ii) unless the Grantee dies, in which case the Phantom Stock units subject to the provisions of this Section                         2(b) shall vest in accordance with Section 2(c).  The additional provisions of Section 1 of Schedule B hereto are incorporated herein if Schedule B is applicable to the Grantee.     


(c)      Death or Disability.  If Grantee’s employment with the Company,                     including Subsidiaries, terminates (i) as the result of Grantee’s death or (ii) as the result of Grantee’s “permanent and total disability,” as defined in Section 1 of Schedule A                      hereto or Section 2 of Schedule B hereto, as applicable to the Grantee, 100% of the Phantom Stock units subject to this Award shall vest immediately.


(d)     Involuntary Termination Without Cause.  If Grantee’s employment is terminated by the Company, or employing Subsidiary, other than for Cause, regardless 








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of reason for termination or the party giving notice, (i) the number of Phantom Stock                  units and tandem Dividend Equivalents to which the Grantee shall have a right to                 payment hereunder shall be prorated to reflect the number of months of Active Employment during the Vesting Period, and shall vest immediately, and (ii) the                    remaining Phantom Stock units shall be forfeited.  Solely for purposes of calculating the prorated payment in clause (i) of the preceding sentence, if the Grantee’s Active Employment continued for at least one (1) day during a calendar month in the Vesting Period, Grantee’s Active Employment shall be considered to have continued for the                  entire month, but in no event for more than thirty-six (36) months.  The additional              provisions of Section 3 of Schedule B hereto are incorporated herein if Schedule B is applicable to the Grantee.               


(e)    Change in Control.  All Phantom Stock units and tandem Dividend Equivalents to which the Grantee has the right to payment hereunder shall become                 100% vested to the extent not yet vested as provided for in Section 2 above, if, following the occurrence of a Change in Control and before the second anniversary of such occurrence, (A) the Grantee’s employment is terminated involuntarily, and not for                      Cause, by the Company, or employing Subsidiary, or their successor; or (B) such employment is terminated by the Grantee for Good Reason. 


For the purposes of this Agreement, “Good Reason” is defined as the occurrence (without the Grantee’s express written consent) of any of the following, unless such act or failure to act is corrected, prior to the effective date of Grantee’s termination of employment, as specified in Grantee’s notice termination, as provided in the following paragraph: (A) a substantial adverse alteration in the nature or status of the Grantee’s responsibilities; (B) a material reduction in the Grantee’s annual base salary; (C) a                     material reduction in the Grantee’s target annual bonus; (D) the elimination of any                   material employee benefit plan in which the Grantee is a participant or the material reduction of Grantee’s benefits under such plan, unless the Company either (1) immediately replaces such employee benefit plan or unless the Grantee is permitted to immediately participate in other employee benefit plan(s) providing the Grantee with a substantially equivalent value of benefits in the aggregate to those eliminated or                     materially reduced, or (2) immediately provides the Grantee with other forms of compensation of comparable value to that being eliminated or reduced; (E) a relocation without the written consent of the Grantee that requires the Grantee to report to a work location more than thirty-five (35) miles from the work location to which the Grantee was assigned prior to the Change in Control. 


Grantee is required to provide notice to the Company (or its successor) of the existence of any of the conditions set forth in the “Good Reason” definition in this                Section 2(e) at least fifteen (15), but not more than sixty (60), days prior to the date of Grantee’s termination of employment.  Upon receipt of such notice, the Company (or its successor) may, prior to the effective date of Grantee’s termination of employment, cure or remedy such condition.  If Grantee terminates from employment after providing notice and after the Company (or its successor) has cured the condition  within  the time frame 








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set forth in this Section 2(e), then such termination of employment will be considered to be a voluntary termination of employment, and not a separation for Good Reason.


The Grantee’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason pursuant to the foregoing provisions of this Section 2(e).
    
Section 3.    Definition of “Cause.”  For the purposes of this Agreement, “Cause” for termination by the Company or an employing Subsidiary of the Grantee’s                        employment shall include: (i) a material failure by the Grantee to carry out, or                     malfeasance or gross insubordination in carrying out, reasonably assigned duties or instructions consistent with the Grantee’s position, (ii) the final conviction of the Grantee of a (A) felony, (B) crime or criminal offense involving moral turpitude, or (C) criminal or summary conviction offense that is related to the Grantee’s employment with the                  Company or an employing Subsidiary, (iii) an egregious act of dishonesty by the                          Grantee (including, without limitation, theft or embezzlement) in connection with employment, or a malicious action by the Grantee toward the customers or employees of the Company or any affiliate, (iv) a material breach by the Grantee of the Company’s Code of Business Ethics, (v) the failure of the Grantee to cooperate fully with                governmental investigations involving the Company or its affiliates, or (vi) the usual meaning of just cause under Canadian common law, if applicable; all as determined by the Company in its sole discretion.


Section 4.    Violation of Grantee Obligation.   In consideration of the continued vesting opportunity provided under Section 2 following the termination of Grantee’s continuous employment by the Company, including Subsidiaries, if Grantee is                      considered “retired”, Grantee agrees to the noncompetition and other restrictions set               forth in Section 2 of Schedule A hereto or Section 4 of Schedule B hereto, as applicable to the Grantee.  In the event that Grantee violates applicable noncompetition and other restrictions, the continued vesting opportunity provided under Section 2 shall terminate and be forfeited. 
 
Section 5.    Forfeiture/Expiration.  Any Phantom Stock unit subject to this                   Award shall be forfeited upon notice of the termination of Grantee’s continuous employment with the Company and its Subsidiaries, whether such notice is given by the Grantee or by the Company, including Subsidiaries, from the Date of Grant, except to               the extent otherwise provided in Section 2, and, if not previously vested, deferred or forfeited, shall expire immediately before the third anniversary of the Date of Grant.  Any Dividend Equivalent subject to this Award shall expire at the time the unit of Phantom Stock with respect to which the Dividend Equivalent is in tandem (i) is vested and paid, or, to the extent permitted by the laws of the applicable jurisdiction, deferred, (ii) is                forfeited, or (iii) expires.  The additional provisions of Section 5 of Schedule B hereto are incorporated herein if Schedule B is applicable to the Grantee.           


Section 6.    Dividend Equivalent Payments.  Payment with respect to any Dividend Equivalent subject to this Award that is in tandem with a Phantom Stock unit 






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that is vested and paid shall be paid in a single lump sum cash payment as soon as practicable following the vesting and payment of the Phantom Stock unit, and in no                    event later than the end of the third calendar year following the year of the Date of                          Grant, except, if the vested Phantom Stock unit is deferred by the Grantee as provided in Section 7, payment with respect to the tandem Dividend Equivalent shall likewise be deferred.  Payment under this Section 6 shall be made not later than thirty (30) days                 after payment hereunder of the related tandem Phantom Stock units.  The Dividend Equivalent payment amount shall equal the aggregate cash dividends declared and                    paid with respect to one (1) share of Common Stock for the period beginning on the                    Date of Grant and ending on the date the vested, tandem Phantom Stock unit is paid or deferred and before the Dividend Equivalent expires.  However, should the Grantee receive payment of Phantom Stock units under this Award without the right to receive a dividend and, because of the timing of the declaration of such dividend, the Grantee is not otherwise entitled to payment under the expiring Dividend Equivalent with respect to such dividend, the Grantee, nevertheless, shall be entitled to such payment.  Dividend Equivalent payments shall be subject to withholding for taxes.  Notwithstanding any                   other provision hereof, to the extent necessary for this Agreement not to be construed               as a salary deferral arrangement under Canadian law, in no event will any Dividend Equivalent to which the Grantee may be entitled vest, or will the right to receive a                    payment in respect of any Dividend Equivalent arise, after December 30 of the calendar year which is three years following the end of the year in which any portion of the                       services to which the award of such Dividend Equivalent relates were performed by the Grantee, and in the event this would, apart from this provision, occur, notwithstanding    any other provision hereof, the applicable Dividend Equivalent will vest and the Grantee will be entitled to receive payment of such Dividend Equivalent on December 30 (or the first date prior thereto that is not a Saturday, Sunday or holiday) in the first calendar                     year which is three years following the end of the year in which any portion of the                      services to which the award of such Dividend Equivalent relates were performed by the Grantee.
  
Section 7.    Payment of Phantom Stock Units.  Payment of Phantom Stock                      units subject to this Award shall be made to the Grantee in a single lump sum payment as soon as practicable following the time such units become vested in accordance with Section 2 prior to their expiration but in no event later than thirty (30) days following                      such vesting and in no event later than the end of the third calendar year following the year of the Date of Grant, except to the extent deferred by Grantee in accordance with such procedures as the Committee, or its delegatee, may prescribe consistent with the requirements of Code Section 409A or any Canadian law equivalent, as applicable.                           Any deferral of Phantom Stock units by the Grantee hereunder shall apply to both the shares of Common Stock and the related tandem Dividend Equivalents.  Payment shall be subject to withholding for taxes.  Payment shall be in the form of one (1) share of Common Stock for each full vested unit of Phantom Stock and any fractional vested unit of Phantom Stock shall not be payable unless and until subsequent vesting results in a full unit of Phantom Stock becoming vested.  Notwithstanding the foregoing, the number of shares of Common Stock that would otherwise be paid (valued at Fair Market Value on the date the respective unit of Phantom Stock became  vested,  or  if  later,  payable)            








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shall be reduced by the Committee, or its delegatee, in its sole discretion, to fully satisfy any tax required to be withheld, unless the Company, or employing Subsidiary, as applicable, and the Grantee agree that such tax obligations will instead be satisfied by Grantee timely tendering to the Company, or employing Subsidiary, as applicable, sufficient cash to satisfy such obligations and the Grantee does timely tender such                        cash.  In the event that payment, after any such reduction in the number of shares of Common Stock to satisfy withholding for tax requirements, would be less than ten (10) shares of Common Stock, then, if so determined by the Committee, or its delegatee, in its sole discretion, payment, instead of being made in shares of Common Stock, shall                  be made in a cash amount equal in value to the shares of Common Stock that would otherwise be paid, valued at Fair Market Value on the date the respective Phantom                        Stock units became vested, or if later, payable.


Section 8.    No Employment Right.  Nothing in this Agreement or in the Plan                  shall confer upon the Grantee the right to continued employment by the Company or                   any Subsidiary, or affect the right of the Company or any Subsidiary to terminate the employment or service of the Grantee at any time for any reason.


Section 9.    Nonalienation.  The Phantom Stock units and Dividend Equivalents subject to this Award are not assignable or transferable by the Grantee.  Upon any                    attempt to transfer, assign, pledge, hypothecate, sell or otherwise dispose of any such Phantom Stock unit or Dividend Equivalent, or of any right or privilege conferred hereby, or upon the levy of any attachment or similar process upon such Phantom Stock unit or Dividend Equivalent, or upon such right or privilege, such Phantom Stock unit or                     Dividend Equivalent, or right or privilege, shall immediately become null and void.


Section 10.    Determinations. Determinations by the Committee, or its delegatee, shall be final and conclusive with respect to the interpretation of the Plan and this Agreement.


Section 11.    Governing Law and Severability.  The validity and construction of this Agreement shall be governed by the laws of the state of Delaware applicable to transactions taking place entirely within that state.  The invalidity of any provision of this Agreement shall not affect any other provision of this Agreement, which shall remain in full force and effect.


Section 12.  Code Section 409A.  Notwithstanding any provision of this                  Agreement to the contrary, for the purposes of this Agreement, the termination of               Grantee’s employment shall not result in the payment of any amount hereunder that is subject to, and not exempt from, Code Section 409A, unless such termination of employment constitutes a “separation from service” as defined under Code Section                      409A.  Further, notwithstanding any provision of this Agreement to the contrary, if any payment or other benefit provided herein would be subject to unfavorable tax consequences under Code Section 409A because the timing of such payment is not delayed as provided in Code Section 409A for a “specified employee” (within the                      meaning of Code Section 409A), then if the Grantee is a “specified employee,” any such 








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payment that the Grantee would otherwise be entitled to receive during the first six (6) months following Grantee’s termination of employment from the Company, including Subsidiaries, shall be accumulated and paid, within thirty (30) days after the date that is six (6) months following the Grantee’s date of termination of employment from the Company, including Subsidiaries, or such earlier date upon which such amount can be paid under Code Section 409A without being subject to such unfavorable tax consequences such as, for example, upon the Grantee’s death.


Section 13.    Conflicts with Plan, Correction of Errors, Grantee’s Consent, and Amendments.  In the event that any provision of this Agreement conflicts in any way                    with a provision of the Plan, such Plan provision shall be controlling and the applicable provision of this Agreement shall be without force and effect to the extent necessary to cause such Plan provision to be controlling.  In the event that, due to administrative                          error, this Agreement does not accurately reflect a Phantom Stock Award properly                  granted to Grantee pursuant to the Plan, the Company, acting through its Executive Compensation Department, reserves the right to cancel any erroneous document and, if appropriate, to replace the cancelled document with a corrected document.  It is the intention of the Company and the Grantee that this Agreement either (i) comply with the salary deferral arrangement rules under Canadian law and Code Section 409A, as applicable, or (ii) not be construed as a salary deferral arrangement under Canadian law and be exempt from Code Section 409A, to the extent applicable.  Accordingly, this Agreement shall be interpreted as necessary and to the extent legally permissible to comply with the requirements of, or exemption under, Canadian law and Code Section 409A, as applicable, as determined by the Committee or its delegatee.  Grantee shall also be deemed to consent to any amendment of the Plan or the Agreement as the Committee may reasonably make in furtherance of such intention, and the Committee shall promptly provide, or make available to, the Grantee a copy of any such                    amendment.  Finally, this Agreement may be amended or modified at any time and from time to time by action of the Committee.   


Section 14.    Grantee Confidentiality Obligations.  In accepting this Phantom                Stock Award, Grantee acknowledges that Grantee is obligated under Company policy, and under federal, state, provincial and other applicable law, to protect and safeguard       the confidentiality of trade secrets and other proprietary and confidential information belonging to the Company and its affiliates that are acquired by Grantee during                  Grantee’s employment with the Company and its affiliates, and that such obligations continue beyond the termination of such employment.  Grantee agrees to notify any subsequent employer of such obligations and that the Company and its affiliates, in               order to enforce such obligations, may pursue legal recourse not only against Grantee, but against a subsequent employer of Grantee.  Grantee agrees that he shall not                    disclose the existence or terms of this Agreement to anyone other than his spouse, tax advisor(s) and/or attorney(s), provided that he first obtains the agreement of such                 persons to be bound by the confidentiality provisions of this paragraph.  Grantee also agrees to immediately give the Company written notice in accordance with the                       provisions of this Agreement in the event he is legally required to disclose any of the confidential information covered by the provisions of this paragraph.  


    




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Section 15.  Nonsolicitation. Grantee further agrees that he will not, either                   directly or indirectly, solicit, hire or employ, or cause any other person, company, or                     entity to solicit, hire or employ, any employee or contractor retained or employed by the Company or its affiliates during the period of Grantee’s employment and for the period set forth in Section 3 of Schedule A hereto or Section 6 of Schedule B hereto, as                  applicable to the Grantee. The provisions of this paragraph shall not apply to contact initiated by an employee or contractor of the Company or its affiliates in response to a general solicitation of applications for employment.  Grantee agrees that this Agreement is subject to the provisions of this paragraph. 


Section 16.  Notices.  All notices under this Agreement shall be mailed or                  delivered by hand to the parties at their respective addresses set forth beneath their signatures below or at such other address as may be designated in writing by either                 party to the other party, or to their permitted transferees if applicable.  Notices shall be effective upon receipt.
Section 17.    Payments Subject to Clawback.  To the extent that any payment under this Agreement is subject to clawback under Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as it may be amended from time to time, such amount will be clawed back in appropriate circumstances, as determined under                  the terms and conditions prescribed by such Act and the authority issued thereunder.  Further, the Company will be entitled to the extent permitted or required by any other applicable law and/or Company policy as in effect from time to time (including, but not limited to, the Policy on Recovery of Executive Compensation) to recoup compensation of whatever kind paid by the Company or any of its affiliates at any time to the Grantee pursuant to this Agreement. 


Section 18.  Equitable Remedies.  Grantee hereby acknowledges and agrees                that a breach of Grantee’s obligations under this Agreement would result in damages to the Company that could not be adequately compensated for by monetary award.  Accordingly, in the event of any such breach by Grantee, in addition to all other                           remedies available to the Company at law or in equity, the Company will be entitled as a matter of right to apply to a court of competent jurisdiction for such relief by way of restraining order, injunction, decree or otherwise, as may be appropriate to ensure compliance with the provisions of this Agreement.


Section 19.  Arbitration Agreement.  The Grantee and the Company both agree that any dispute arising out of or related to this Agreement, which does not involve the Company seeking a court injunction or other relief as provided for in Section 18, shall be resolved by binding arbitration under the employment dispute resolution rules of the American Arbitration Association and that any proceeding under the provisions of this Section 19 shall be held in Houston, Texas.  The parties both irrevocably WAIVE ANY AND ALL RIGHTS TO A JURY as to any and all claims and issues in any such dispute.  By this provision, both the Grantee and the Company understand and agree that any                 and all claims and issues in such dispute shall be decided by such arbitration                     proceeding.


    




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Notwithstanding the foregoing, this Award is subject to cancellation by the   Company in its sole discretion unless the Grantee, by not later than __________, ____, has signed a duplicate of this Agreement, in the space provided below, and                                     returned the signed duplicate to the Executive Compensation Department - Phantom Stock (WO 1O23), Spectra Energy Corp, P. O. Box 1642, Houston, TX 77251-1642,                 which, if, and to the extent, permitted by the Executive Compensation Department, may be accomplished by electronic means.


[Signature Page Follows]




























































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IN WITNESS WHEREOF, the Company has caused this Agreement to be                  executed and granted in Houston, Texas, to be effective as of the Date of Grant.




ATTEST:                SPECTRA ENERGY CORP    


By: ___________________    By:  ___________________________________
       Corporate Secretary               Chair, President & CEO, Spectra Energy Corp




Address for Notices: 


5400 Westheimer Court
Mail Drop 1O23
Houston, Texas 77056


Attention: Karen Gowder


Acceptance of Phantom Stock Award


IN WITNESS OF Grantee’s acceptance of this Award and Grantee’s agreement       to be bound by the provisions of this Agreement and the Plan, Grantee has signed this Agreement this _____ day of _____________________, ____.


    
_______________________________
           Grantee’s Signature


_______________________________    
(print name)


_______________________________
(employee ID)


Address for Notices:


_______________________________
(address)


_______________________________
(address)






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SCHEDULE A


This Schedule A and the provisions hereof shall apply to the Grantee if (and only             if) the Grantee is on the payroll of one of the Company’s directly or indirectly held      or majority or greater-owned subsidiaries or affiliates that is a United States                   entity.


Section 1.    For purposes of Section 2(c) of the Agreement, “permanent and                   total disability” shall have the meaning set forth in Code Section 22(e)(3).


Section 2.    The following provisions shall apply for purposes of Section 4 of the Agreement:


Grantee agrees that during the period beginning with such termination of employment and ending with the third anniversary of the Date of Grant (“Restricted Period”), Grantee shall not (i) without the prior written consent         of the Company, or its delegatee, become employed by, serve as a                  principal, partner, or member of the board of directors of, or in any similar capacity with, or otherwise provide service to, a competitor, to the                   detriment, of the Company or any Subsidiary or (ii) violate any of                      Grantee’s other noncompetition obligations, or any of Grantee’s    nonsolicitation or nondisclosure obligations, to the Company or any    Subsidiary.  The noncompetition obligations of clause (i) of the preceding sentence shall be limited in scope and shall be effective only to                       competition with the Company or any Subsidiary in the businesses of: gathering, processing or transmission of natural gas, resale or arranging               for the purchase or for the resale, brokering, marketing, or trading of                    natural gas or crude oil, electricity or derivatives thereof; energy          management and the provision of energy solutions; gathering,            compression, treating, processing, fractionation, transportation, trading, marketing of natural gas components, including natural gas liquids, or of        crude oil; sales and marketing of electric power and natural gas,           domestically and abroad; and any other business in which the Company, including Subsidiaries, is engaged at the termination of Grantee’s          continuous employment by the Company, including Subsidiaries; and                  within the following geographical areas (i) any country in the world where              the Company has at least US$25 million in capital deployed as of             termination of Grantee’s continuous employment by Company, including Subsidiaries; (ii) the continent of North America; (iii) the United States of America and Canada; (iv) the states of (A) Virginia, (B) Georgia, (C)                  Florida, (D) Texas, (E) California, (F) Massachusetts, (G) Illinois, (H)         Michigan, (I) New York, (J) Colorado, (K) Oklahoma, (L) Kentucky, (M)                  Ohio, (N) Louisiana, (O) Kansas, (P) Montana, (Q) Missouri, (R)                       Nebraska, and (S) Wyoming; and (v) any state or states or province or provinces in which was conducted a business of the Company, including Subsidiaries, which business constituted a  substantial  portion  of  Grantee’s 






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employment.  The Company and Grantee intend the above restrictions on competition in geographical areas to be entirely severable and                      independent, and any invalidity or enforceability of this provision with              respect to any one or more of such restrictions, including geographical                    areas, shall not render this provision unenforceable as applied to any one                  or more of the other restrictions, including geographical areas.  If any part                     of this provision is held to be unenforceable because of the duration,                   scope or area covered, the Company and Grantee agree to modify such                   part, or that the court making such holding shall have the power to modify              such part, to reduce its duration, scope or area, including deletion of                  specific words and phrases, i.e., “blue penciling”, and in its modified,                reduced or blue pencil form, such part shall become enforceable and shall                 be enforced.  Nothing herein shall be construed to prohibit Grantee being retained during the Restricted Period in a capacity as an attorney licensed                   to practice law, or to restrict Grantee providing advice and counsel in such capacity, in any jurisdiction where such prohibition or restriction is contrary               to law.


Section 3.    The nonsolicitation period for purposes of Section 15 of the                  Agreement is a period of three (3) years following Grantee’s termination of employment                   with the Company and its affiliates.




































































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SCHEDULE B


This Schedule B and the provisions hereof shall apply to the Grantee if (and only  if) the Grantee is on the payroll of one of the Company’s directly or indirectly held or majority or greater-owned subsidiaries or affiliates that is a Canadian entity.


Section 1.    The following provisions shall be incorporated at the end of Section 2(b) of the Agreement:  


The date of the termination of Grantee’s continuous employment with the Company for the purposes of this Section 2(b) shall be deemed to be the date on which any notice of termination of employment provided to or by such Grantee is stated to be effective (or in the case of an alleged                constructive dismissal, the date on which the alleged constructive                   dismissal is alleged to have occurred), and not during or as of the end of any period following such date during which the Grantee is in receipt of, or               entitled to receive, statutory, contractual, or common law notice of               termination or any compensation in lieu of such notice.


Section 2.    For purposes of Section 2(c) of the Agreement, an individual shall             be considered to have a “permanent and total disability” if the individual is unable to                 engage in any substantial gainful activity by reason of any medically determinable               physical or mental impairment which can be expected to result in death or which has                lasted or can be expected to last for a continuous period of not less than twelve (12)     months.


Section 3.    The following provisions shall be incorporated at the end of Section 2(d) of the Agreement:  


The date that the Grantee’s employment is terminated by the Company, including Subsidiaries, other than for Cause for the purposes of this                 Section 2(d) shall be deemed to be the date on which any notice of termination of employment provided to such Grantee is stated to be              effective (or in the case of an alleged constructive dismissal, the date on which the alleged constructive dismissal is alleged to have occurred), and not during or as of the end of any period following such date during which the Grantee is in receipt of, or entitled to receive, statutory, contractual, or common law notice of termination or any compensation in lieu of such             notice.


Section 4.    The following provisions shall apply for purposes of Section 4 of the Agreement:


Grantee agrees that during the period beginning with such termination of employment and ending with the earlier of (1) the third anniversary of the Date of Grant or (2) the first anniversary of the date of such termination of 








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employment ("Restricted Period"), Grantee shall not (i) without the prior written consent of the Company, or its delegatee, become employed by,    serve as a principal, partner, or member of the board of directors of, or in any similar capacity with, or otherwise provide service to, a competitor, to the detriment, of the Company or any Subsidiary or (ii) violate any of  Grantee's other noncompetition obligations, or any of Grantee's nonsolicitation or nondisclosure obligations, to the Company or any Subsidiary.  The noncompetition obligations of clause (i) of the preceding sentence shall be limited in scope and shall be effective only to                 competition with the Company or any Subsidiary in the businesses of: gathering, processing or transmission of natural gas or crude oil, resale or arranging for the purchase or for the resale, brokering, marketing, or                 trading of natural gas, electricity or derivatives thereof; energy                 management and the provision of energy solutions; gathering,       compression, treating, processing, fractionation, transportation, trading, marketing of natural gas components, including natural gas liquids, or of crude oil; sales and marketing of electric power and natural gas,     domestically and abroad; and any other business in which the Company, including Subsidiaries, is engaged at the termination of Grantee’s               continuous employment by the Company, including Subsidiaries; and                 within the geographical area of the province in which Grantee was                  employed at termination of employment from the Company and employing Subsidiaries.  If any part of this provision is held to be unenforceable     because of the duration, scope or area covered, the Company and                  Grantee agree to modify such part, or that the court making such holding shall have the power to modify such part, to reduce its duration, scope or area, including deletion of specific words and phrases, i.e., "blue                   penciling", and in its modified, reduced or blue pencil form, such part shall become enforceable and shall be enforced.  Nothing herein shall be construed to prohibit Grantee being retained during the Restricted Period      in a capacity as an attorney licensed to practice law, or to restrict Grantee providing advice and counsel in such capacity, in any jurisdiction where         such prohibition or restriction is contrary to law.


Section 5.    The following provisions shall be incorporated at the end of Section 5 of the Agreement:  


The date of the termination of Grantee’s continuous employment with the Company, including Subsidiaries, for the purposes of this Section 5 shall        be deemed to be the date on which any notice of termination of                        employment provided to or by such Grantee is stated to be effective (or in the case of an alleged constructive dismissal, the date on which the                     alleged constructive dismissal is alleged to have occurred), and not during or as of the end of any period following such date during which the                        Grantee  is  in  receipt  of,  or  entitled to receive,  statutory,  contractual, or 










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common law notice of termination or any compensation in lieu of such       notice.


Section 6.    The nonsolicitation period for purposes of Section 15 of the  Agreement is a period of one (1) year following Grantee’s termination of employment                 with the Company and its affiliates.






2016 Phantom Award - Stock                    B-3