exhibit10_6.htm


    
      
        Exhibit
10.6

      

    


    Distribution
Equivalent Rights

    under
the

    EPCO
Inc. 2006 TPP Long-Term Incentive Plan

    


     

    Date of
Grant:                                                      ___________________

     

    Name of
Grantee:                                                    ___________________

     

    Number of
DERs
Granted:                                             
___________________

     

    DER Grant
Number:                                                    DER06 -
____

     

    EPCO,
Inc.  (the “Company”) is pleased to inform you that you have been
granted the number of DERs set forth above under the EPCO, Inc. 2006 TPP
Long-Term Incentive Plan (the “Plan”).  A DER is a contingent right to
an amount of cash equal to all or part of the cash distributions made by TEPPCO
Partners, L.P. (the “Partnership”) with respect to a Common Unit during a
specified period, subject to the forfeiture and non-transferability provisions
and other terms and conditions set forth below in this Agreement.  The
terms of the grant are as follows:

     

    1.     The DERs
granted hereby entitle the Grantee to payments in respect of such DERs related
to cash distributions made by the Partnership as described in Section 2 below,
but only with respect to such distributions payable on a record date prior to
the earlier of (i) ____________________ or (ii) the date on which you are no
longer employed by the Company or any Affiliate of the Company for any reason
other than as a result of a Qualifying Termination, as provided in Section 4
below, (the earlier of (i) or (ii) above is hereinafter referred to as the “DER
Expiration Date”).  Upon the occurrence of the DER Expiration Date,
the DERs shall automatically and immediately be forfeited and cancelled without
payment on such date; provided that Grantee is entitled to receive payments
pursuant to this DER grant with respect to distributions made by the Partnership
after the DER Expiration Date, but based upon a record date prior the DER
Expiration Date.

     

    2.     For each
calendar quarter in the period beginning on the Date of Grant and ending upon
the DER Expiration Date, you will receive a cash payment within such calendar
quarter (on or about the time the Partnership pays its quarterly distributions)
equal to the product of (i) the cash distributions paid during such calendar
quarter (based on a record date prior to the DER Expiration Date) with respect
to a Common Unit, if any, times (ii) the number of DERs subject to this
grant.

     

    3.     None of
the DERs are transferable (by operation of law or otherwise) by you, other than
by will or the laws of descent and distribution.  If, in the event of
your divorce, legal separation or other dissolution of your marriage, your
former spouse is awarded ownership of, or an interest in, all or part of the
DERs granted hereby to you, the DERs shall automatically and immediately be
forfeited and cancelled without payment on such date.

     

    4.     If your
employment with the Company and its Affiliates is terminated due to your (i)
death, (ii) being disabled and entitled to receive long-term disability benefits
under the Company’s long-term disability plan provided that such disability
qualifies as a “disability” under Section 409A of the Internal Revenue Code of
1986, as amended (“Section 409A”) or (iii) retirement with the approval of
the Company on or after reaching age 60 (any of (i), (ii) or (iii) is referred
to as a “Qualifying Termination”), the DERs shall continue to be paid until the
fourth anniversary of the Date of Grant.  For this purpose, if you
cease to be an “active, full-time employee” as determined by the Company in its
sole discretion, without regard to how your status is treated by the Company for
any of its other compensation or benefit plans or programs, you will be deemed
to have terminated employment with the Company and its Affiliates for purposes
of this Agreement.

     

    5.     Nothing
in this Agreement or in the Plan shall confer any right on you to continue as an
employee of the Company or its Affiliates.  Unless you have a separate
written employment agreement with the Company or an Affiliate, you are, and
shall continue to be, an “at will” employee.

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    6.     To the
extent that the payment of an amount pursuant to a DER 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, the Company will withhold or,
unless you make other arrangements that are acceptable to the Company or such
Affiliate, you must deliver to the Company or the Affiliate, such amount of
money as the Company or the Affiliate may require to meet its tax withholding
obligations under such applicable law.

     

    7.     Notwithstanding
any other provision of this Agreement, the Company shall not be obligated to
deliver to you any payment if counsel to the Company determines such delivery
would violate any law or regulation of any governmental authority or agreement
between the Company or the Partnership and any national securities exchange upon
which the Common Units are listed or any policy of the Company or any Affiliate
of the Company.

     

    8.     These
DERs are subject to the terms of the Plan, which is hereby incorporated by
reference as if set forth in its entirety herein, including, without limitation,
the ability of the Committee, in its discretion, to amend your DER award without
your approval.  In the event of a conflict between the terms of this
Agreement and the Plan, the Plan shall be the controlling
document.  Capitalized terms that are used, but are not defined, in
this Award have the respective meanings provided for in the Plan.

     

    EPCO, INC.

     

    


    By:_________________________________

         [Name, Title]

    



    
      
        
           

        

         
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