Enterprise Products Company 2005 EPE Long Term Incentive Plan



 EXHIBIT 10.28 
  
 ENTERPRISE PRODUCTS COMPANY 
 2005 EPE
LONG-TERM INCENTIVE PLAN 
  
 SECTION 1. Purpose of the
Plan. The Enterprise Products Company 2005 EPE Long-Term Incentive Plan (the “Plan”) is intended to promote the interests of EPCO, Inc. (the “Company”), Enterprise GP Holdings L.P., a Delaware limited partnership (the
“Partnership”), and EPE Holdings LLC, the general partner of the Partnership (“General Partner”) by encouraging directors and employees of the Company and its Affiliates who perform services for the Partnership, the General
Partner or their Affiliates to acquire or increase their equity interests in the Partnership and to provide a means whereby they may develop a sense of proprietorship and personal involvement in the development and financial success of the
Partnership and Enterprise Products Partners L.P., and to encourage them to remain with the Company and its Affiliates and to devote their best efforts to the business of the Company, the General Partner and the Partnership. 
  
 SECTION 2. Definitions. 
  
 As used in the Plan, the following terms shall have the meanings set forth
below: 
  
 “Affiliate” means, with respect to any
Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or
indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. 
  
 “Award” means an Option, a Restricted Unit or a Phantom Unit granted under the Plan, and shall include any tandem
DERs granted with respect to a Phantom Unit. 
  
 “Board”
means the Board of Directors of the General Partner. 
  
 “Committee” means such committee of the Board appointed by the Board to administer the Plan or, if none is appointed, the Board. 
  
 “DER” means a contingent right, granted in tandem with a specific Phantom Unit award, to receive an amount of cash equal to any cash
distributions made by the Partnership with respect to a Unit during the period such Phantom Unit is outstanding. 
  
 “Director” means a “non-employee director”, as defined in Rule 16b-3, of the General Partner. 
  
 “Employee” means any employee of the Company or an Affiliate.

  
 “Exchange Act” means the Securities Exchange Act of
1934, as amended. 
  
 “Fair Market Value” means the
closing sales price of a Unit on the applicable date (or if there is no trading in the Units on such date, on the next preceding date on which there was trading) as reported in The Wall Street Journal (or other reporting service approved by the
Committee). In the event Units are not publicly traded at the time a determination of Fair Market Value is required to be made hereunder, the determination of Fair Market Value shall be made in good faith by the Committee. 
  
 “Option” means an option to purchase Units granted under the Plan.

  
 “Participant” means any Employee or Director granted
an Award under the Plan. 
  
 “Person” means any
individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or political subdivision thereof or other entity. 
  
 “Phantom Unit” means a notional or phantom unit granted under the
Plan which entitles the holder to receive one Unit upon vesting. 







 “Restricted Unit” means a Unit granted under the Plan that is subject to forfeiture provisions
and restrictions on its transferability. 
  
 “Rule
16b-3” means Rule 16b-3 promulgated by the SEC under the Exchange Act, or any successor rule or regulation thereto as in effect from time to time. 
  
 “SEC” means the Securities and Exchange Commission, or any successor thereto. 
  
 “Unit” means a Common Unit of the Partnership. 
  
 SECTION 3. Administration. The Plan shall be administered by the Committee. A majority of the Committee shall
constitute a quorum, and the acts of the members of the Committee who are present at any meeting thereof at which a quorum is present, or acts unanimously approved by the members of the Committee in writing, shall be the acts of the Committee.
Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to: (i) designate Participants;
(ii) determine the type or types of Awards to be granted to a Participant; (iii) determine the number of Units to be covered by Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent,
and under what circumstances Awards may be settled, exercised, canceled, or forfeited; (vi) interpret and administer the Plan and any instrument or agreement relating to an Award made under the Plan; (vii) establish, amend, suspend, or
waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (viii) make any other determination and take any other action that the Committee deems necessary or desirable
for the administration of the Plan. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the
Committee, may be made at any time and shall be final, conclusive, and binding upon all Persons, including the Company, the Partnership, any Affiliate, any Participant, and any beneficiary thereof. 
  
 SECTION 4. Units Available for Awards. 
  
 (a) Units Available. Subject to adjustment as provided
in Section 4(c), the number of Units with respect to which Awards may be granted under the Plan is 250,000. To the extent an Award is forfeited or otherwise terminates or is canceled without the delivery of Units, then the Units covered by such
Award, to the extent of such forfeiture, termination or cancellation, shall again be Units with respect to which Awards may be granted. If any Award is exercised and less than all of the Units covered by such Award are delivered in connection with
such exercise, then the Units covered by such Award which were not delivered upon such exercise shall again be Units with respect to which Awards may be granted. Units withheld to satisfy tax withholding obligations of the Company or an Affiliate
shall not be considered to have been delivered under the Plan for this purpose. 
  
 (b) Sources of Units Deliverable Under Awards. Any Units delivered pursuant to an Award shall consist, in whole or in part, of
Units acquired in the open market, from any Affiliate (including, without limitation, the Partnership) or other Person, or any combination of the foregoing, as determined by the Committee in its discretion. If, at the time of exercise by a
Participant of all or a portion of such Participant’s Award, the Company determines to acquire Units in the open market and the Company is prohibited, under applicable law, or the rules and/or regulations promulgated by the Securities and
Exchange Committee or the principal securities exchange on which the Units are traded or the policies of the Company or an Affiliate, from acquiring Units in the open market, delivery of any Units to the Participant in connection with such
Participant’s exercise of an Award may be delayed until such reasonable time as the Company is entitled to acquire, and does acquire, Units in the open market. 
  
 (c) Adjustments. In the event the Committee determines that any distribution (whether in the form of
cash, Units, other securities, or other property), recapitalization, split, reverse split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Units or other securities of the Partnership, issuance of
warrants or other rights to purchase Units or other securities of the Partnership, or other similar transaction or event affects the Units such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or
enlargement of the benefits or potential 

  

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benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the
number and type of Units (or other securities or property) with respect to which Awards may be granted, (ii) the number and type of Units (or other securities or property) subject to outstanding Awards, and (iii) the grant or exercise
price with respect to any Award; provided, that the number of Units subject to any Award shall always be a whole number. 
  
 SECTION 5. Eligibility. Any Employee or Director who performs services for the Partnership or the General Partner shall be eligible to be
designated a Participant. 
  
 SECTION 6. Awards. 
  
 (a) Options. The Committee shall have the authority to
determine the Employees and Directors to whom Options shall be granted, the number of Units to be covered by each Option, the exercise price therefor and the conditions and limitations applicable to the exercise of the Option, including the
following terms and conditions and such additional terms and conditions, as the Committee shall determine, that are not inconsistent with the provisions or intent of the Plan. 
  
 (i) Exercise Price. The purchase price per Unit purchasable under an Option shall be determined by
the Committee at the time the Option is granted, but may not be less than 100% of the Fair Market Value per Unit as of the date of grant. 
  
 (ii) Time and Method of Exercise. The Committee shall determine the time or times at which an Option may be exercised in whole or
in part, and the method or methods by which any payment of the exercise price with respect thereto may be made or deemed to have been made, which may include, without limitation, cash, check acceptable to the Company, a “cashless-broker”
exercise (through procedures approved by the Company), other property, or any combination thereof, having a value on the exercise date equal to the relevant exercise price. 
  
 (iii) Term. Each Option shall expire as provided in the grant agreement for such Option. 

 
 (b) Restricted Units. The Committee shall have the
authority to determine the Employees and Directors to whom Restricted Units shall be granted, the number of Restricted Units to be granted to each such Participant, the period and the conditions under which the Restricted Units may become vested or
forfeited, which may include, without limitation, the accelerated vesting upon the achievement of specified performance goals or other criteria, and such other terms and conditions as the Committee may establish with respect to such Award, including
whether any distributions made by the Partnership with respect to the Restricted Units shall be subject to the same forfeiture and other restrictions as the Restricted Unit. If distributions are so restricted, such distributions shall be held by the
Company, without interest, until the Restricted Unit vests or is forfeited with the retained distributions then being paid or forfeited at the same time, as the case may be. Absent such a restriction on distributions in the grant agreement,
Partnership distributions shall be paid currently to the holder of the Restricted Unit without restriction. 
  
 (c) Phantom Units. The Committee shall have the authority to determine the Employees and Directors to whom Phantom Units shall be
granted, the number of Phantom Units to be granted to each such Participant, the period during which the Award remains subject to forfeiture, the conditions under which the Phantom Units may become vested or forfeited, and such other terms and
conditions as the Committee may establish with respect to such Award, including whether DERs are granted with respect to such Phantom Units. 
  
 (d) DERs. To the extent provided by the Committee in its discretion, a grant of Phantom Units may include a tandem DER grant, which
shall provide that such DERs shall be paid currently to the Participant, be credited to a Company bookkeeping account (with or without interest) and be subject to the same restrictions as the tandem Award, or be subject to such other provisions or
restrictions as determined by the Committee in its discretion and provided in such grant agreement. 
  

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 (e) General. 
  
 (i) Awards May Be Granted Separately or Together. Awards may, in the discretion of the Committee, be
granted either alone or in addition to, in tandem with, or in substitution for any other Award granted under the Plan or any award granted under any other plan of the Company or any Affiliate. Awards granted in addition to or in tandem with other
Awards or awards granted under any other plan of the Company or any Affiliate may be granted either at the same time as or at a different time from the grant of such other Awards or awards. 
  
 (ii) Limits on Transfer of Awards. 
  
 (A) Each Option shall be exercisable only by the Participant
during the Participant’s lifetime, or by the person to whom the Participant’s rights shall pass by will or the laws of descent and distribution. 
  
 (B) No Award and no right under any such Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered
by a Participant otherwise than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate.

  
 (iii) Unit Certificates. All
certificates for Units or other securities of the Partnership delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the
Plan or the rules, regulations, and other requirements of the SEC, any stock exchange upon which such Units or other securities are then listed, and any applicable federal or state laws, and the Committee may cause a legend or legends to be put on
any such certificates to make appropriate reference to such restrictions. 
  
 (iv) Consideration for Grants. Awards may be granted for no cash consideration payable by a Participant or for such consideration payable by a Participant as the Committee determines including, without
limitation, services or such minimal cash consideration as may be required by applicable law. 
  
 (v) Delivery of Units or other Securities and Payment by Participant of Consideration. No Units or other securities shall be
delivered pursuant to any Award until payment in full of any amount required to be paid pursuant to the Plan or the applicable Award grant agreement (including, without limitation, any exercise price or required tax withholding) is received by the
Company. Such payment may be made by such method or methods and in such form or forms as the Committee shall determine, including, without limitation, cash, withholding of Units, “cashless-broker” exercises with simultaneous sale, or any
combination thereof; provided that the combined value, as determined by the Committee, of all cash and cash equivalents and the fair market value of any such property so tendered to, or withheld by, the Company, as of the date of such tender, is at
least equal to the full amount required to be paid to the Company pursuant to the Plan or the applicable Award agreement. 
  
 SECTION 7. Amendment and Termination. Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award
agreement or in the Plan: 
  
 (i) Amendments
to the Plan. Except as required by applicable law or the rules of the principal securities exchange on which the Units are traded and subject to Section 7(ii) below, the Board or the Committee may amend, alter, suspend, discontinue, or
terminate the Plan without the consent of any partner, Participant, other holder or beneficiary of an Award, or other Person. 
  

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 (ii) Amendments to Awards. The Committee may waive any conditions or rights under,
amend any terms of, or alter any Award theretofore granted, provided no change, other than pursuant to Section 7(iii), in any Award shall materially reduce the benefit to Participant without the consent of such Participant. 
  
 (iii) Adjustment or Termination of Awards Upon the
Occurrence of Certain Events. The Committee is hereby authorized to make adjustments in the terms and conditions of, and the criteria (if any) included in, Awards in recognition of unusual or significant events (including, without limitation,
the events described in Section 4(c) of the Plan) affecting the Partnership or the financial statements of the Partnership, of changes in applicable laws, regulations, or accounting principles, or a change in control of the Company (as
determined by its Board) or the General Partner or the Partnership (as determined by the Committee), whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan. 
  
 SECTION
8. General Provisions. 
  
 (a) No
Rights to Awards. No Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants. The terms and conditions of Awards need not be the same with respect to each recipient. 

 
 (b) Termination of Employment. For purposes of the
Plan, unless the Award agreement provides to the contrary, a Participant shall not be deemed to have terminated employment with the Company and its Affiliates or membership from the Board until such date as the Participant is no longer either an
Employee of the Company or an Affiliate or a Director, i.e., a change in status from Employee to Director or Director to Employee shall not be a termination. 
  

(c) No Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to be retained in the
employ of the Company or any Affiliate or to remain a Director, as applicable. Further, the Company or an Affiliate may at any time dismiss a Participant from employment, free from any liability or any claim under the Plan, unless otherwise
expressly provided in the Plan or in any Award agreement. Nothing in the Plan or any Award agreement shall operate or be construed as constituting an employment agreement with any Participant and each Participant shall be an “at will”
employee, unless such Participant has entered into a separate written employment agreement with the Company or an Affiliate. 
  
 (d) Governing Law. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be
determined in accordance with the laws of the State of Delaware and applicable federal law, without giving effect to principles of conflicts of law. 
  
 (e) Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in
any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be
construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such
Award shall remain in full force and effect. 
  
 (f) Other Laws. The Committee may refuse to issue or transfer any Units or other consideration under an Award if, in its sole discretion, it determines that the issuance or transfer or such Units or such other consideration might
violate any applicable law or regulation, the rules of any securities exchange, or entitle the Partnership or an Affiliate to recover the same under Section 16(b) of the Exchange Act, and any payment tendered to the Company by a Participant,
other holder or beneficiary in connection with the exercise of such Award shall be promptly refunded to the relevant Participant, holder or beneficiary. 
  

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 (g) No Trust or Fund Created; Unsecured Creditors. Neither the Plan nor any Award
shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments
from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any general unsecured creditor of the Company or the Affiliate. 
  
 (h) No Fractional Units. No fractional Units shall be issued or delivered pursuant to the Plan or any
Award, and any such fractional Units or any rights thereto shall be canceled, terminated, or otherwise eliminated, without the payment of any consideration therefor. 
  
 (i) Headings. Headings are given to the Sections and subsections of the Plan solely as a convenience
to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. 
  
 (j) Tax Withholding. The Company or any Affiliate is authorized to withhold from any Award, from any
payment due or transfer made under any Award or from any compensation or other amount owing to a Participant the amount (in cash, Units or other property) of any applicable taxes payable in respect of the grant of an Award, its exercise, the lapse
of restrictions thereon, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Company or the Affiliate to satisfy its withholding obligations for the payment of such
taxes. 
  
 (k) Facility Payment. Any
amounts payable hereunder to any person under legal disability or who, in the judgment of the Committee, is unable to properly manage his financial affairs, may be paid to the legal representative of such person, or may be applied for the benefit of
such person in any manner which the Committee may select, and the Company and its Affiliates shall be relieved of any further liability for payment of such amounts. 
  
 (l) Participation by Affiliates. In making Awards to Employees employed by an Affiliate of the
Company, the Committee shall be acting on behalf of the Affiliate, and to the extent the Partnership has an obligation to reimburse the Affiliate for compensation paid to Employees for services rendered for the benefit of the Partnership, such
payments or reimbursement payments may be made by the Partnership directly to the Affiliate, and, if made to the Company, shall be received by the Company as agent for the Affiliate. 
  
 SECTION 9. Term of the Plan; Unitholder Approval. The Plan shall be effective on the date of its approval by the
limited partners of the Partnership and shall continue until the earliest of (i) all available Units under the Plan have been paid to Participants, (ii) the termination of the Plan by action of the Board or the Committee or (iii) the
10th anniversary of the date of the approval of the Plan. However, unless otherwise expressly provided in the Plan or in an applicable Award agreement, any Award granted prior to such termination, and the authority of the Board or the Committee to
amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive any conditions or rights under such Award, shall extend beyond such termination date. 
  

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