exv10w1






Exhibit 10.1




RETENTION AGREEMENT




     This Retention Agreement (“Agreement”) is made and entered into effective October 1, 2010
between Enterprise Products Company (“Company”) and William Ordemann (“Employee”).



     WHEREAS, Company desires to enter into this Agreement with Employee to provide a retention
payment to encourage Employee to remain employed with Company, perform in a highly effective
manner, and proactively execute the commercial strategy that the Company and its affiliates employ;



     NOW, THEREFORE, in consideration thereof and of the covenants hereafter set forth, the parties
hereby agree as follows:


1. Retention Payment.




     A. Following the completion of 48 months of continuous employment by Employee with Company
from the effective date of this Agreement (“Retention Period”), Employee will receive from Company
a lump sum payment in the gross amount of two million five hundred thousand dollars and no cents
($2,500,000.00), less applicable withholding taxes (“Retention Payment”), paid within seven (7)
business days after the completion of the Retention Period.



     B. In the event Employee’s employment with Company is terminated prior to the end of the
Retention Period due to (a) Employee’s death; (b) Employee’s disability; (c) Employee’s job
elimination by Company; (d) a business reorganization of Company; or (e) a sale of Company or
Enterprise Products Partners L.P., a Delaware limited partnership (“EPD”), Employee shall receive,
or in the event of the Employee’s death, the designated beneficiary of Employee shall receive, the
full Retention Payment. The Retention Payment will be made within thirty (30) days of Employee’s
termination date, disability status, or death.



     C. Employee is not eligible for any unpaid Retention Payment after the date that Employee (i)
voluntarily terminates employment with Company, (ii) is terminated for “Cause” as defined in
Section 2 of this Agreement, (iii) retires prior to the end of the Retention Period, or (iv) ceases
employment to report to active duty (unless the law otherwise requires payment).



     D. The Retention Payment is in addition to any discretionary incentive compensation that the
Company may, in its sole discretion, grant or have in place from time to time, including
participation in a performance-based annual incentive plan and a long term incentive (LTI) program
for executives.


2. Termination of Employment.




     Termination for “Cause” under this Agreement shall mean a determination in good faith by the
Board of Directors, the chief executive officer or the chief operating officer of the general
partner of EPD that “Cause” exists to terminate the Employee. “Cause” shall mean (i) an act of
willful misconduct or gross negligence in the performance of Employee’s duties resulting in damage
or injuries to Company or its affiliates, (ii) the appropriation (or attempted appropriation) of a
business opportunity of Company or its affiliates, including attempting to secure or securing any
personal gain in connection with any transaction entered into on behalf of Company or its
affiliates, (iii) the misappropriation (or attempted misappropriation) of any of the funds or
property of Company or its affiliates, (iv) willful and continued failure to perform any
substantial duties of Employee’s position (other than any such failure resulting from Employee’s
incapacity due to physical or mental illness or disability) that is not cured within 30 days
following written notice of such failure to perform from Company to the Employee, or (v) the
conviction of, indictment for (or its procedural equivalent), or the entering of a guilty plea or
plea of no contest, with respect to a felony or other crime of moral turpitude.



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3. Non-solicitation of Company Employees




     In the event Employee has been paid the Retention Payment pursuant to Section 1B, Employee
agrees that, for a period equal to the lesser of (i) 18 months after the date of the event which
gives rise to the payment of such portion of the Retention Payment or (ii) the remainder of the
Retention Period as if this Agreement were in full force and effect for the full Retention Period,
Employee will not solicit or induce, either directly or indirectly, any employees of the Company or
any Company affiliate to cease employment with the Company or any Company affiliate and will not
assist any other person or entity in such a solicitation. Employee and Company agree that
employees of the Company or any Company affiliate may respond to open advertisements of employment
with a future employer of Employee without inducement from Employee. Such voluntary actions by
employees of the Company or any Company affiliate do not violate this non-solicitation provision.
Employee agrees that the restrictions in this Section are reasonable and necessary to protect the
Company’s investment in human resources and shall survive the termination of this Agreement.


4. Term of Agreement.




     This Agreement shall terminate (subject to the survival of Section 3 hereof pursuant to the
last sentence of Section 3) on the earliest of (i) the date of payment of the Retention Payment to
Employee or his designated beneficiary if termination occurs prior to October 1, 2014; (ii) the
date of Employee’s voluntary termination of employment or Employee’s termination of employment for
Cause; or (iii) October 1, 2014.


5. Miscellaneous.




     A. Neither Employee, nor any person claiming under Employee, shall have the power to
anticipate, encumber or dispose of any right, title, interest or benefit hereunder in any manner or
any time, until the same shall have been actually distributed free and clear of the terms of this
Agreement.



     B. This Agreement shall be binding upon and inure to the benefit of any successors to Company
and all persons lawfully claiming under Employee. Nothing in this Agreement shall confer on
Employee any right to continued employment or affect in any way the right of Company to terminate
Employee’s employment at any time. Any question as to whether there has been a termination of
Employee’s employment, and the cause associated with such termination, shall be determined by the
Board of Directors, the chief executive officer or the chief operating officer of the general
partner of EPD in accordance with Section 2.



     C. The payments under this Agreement are neither intended nor should be construed as being
additions to base salary or included in calculations of salary increases. This Agreement and any
payments under this Agreement are confidential information. Employee agrees not to disclose the
existence of or terms of this Agreement to anyone other than Employee’s spouse, attorney, and tax
advisor or as required by law.



     D. This Agreement shall be governed by and construed in accordance with the laws of the State
of Texas, notwithstanding any conflict of law principles, and without regard to the place of
execution or performance of employment duties, or residence of the parties. The exclusive venue
for any dispute relating to this Agreement shall be Harris County, Texas.



     E. This Agreement constitutes the entire agreement of the parties with regard to the specific
subject matter hereof and contains all of the covenants, promises, representations, warranties and
agreements between the parties with respect to such subject matter. Each party to this Agreement
acknowledges that no representation, inducement, promise or agreement, oral or written, has been
made by either party with respect to such subject matter, which is not embodied herein, and that no
agreement, statement or promise relating to the subject matter that is not contained in this
Agreement shall be valid or binding. Any modification of this Agreement will be effective only if
it is in writing and signed by each party whose rights hereunder are affected thereby, provided
that



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any such modification must be authorized or approved by an executive officer of Company and any of
the Board of Directors, the chief executive officer or the chief operating officer of the general
partner of EPD.



IN WITNESS WHEREOF, the parties hereto have caused the Agreement to be executed and effective on
the day and year first above written.




	 	 	 	 	 	 	 	 	 	 	 

	COMPANY	 	 	 	EMPLOYEE	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Enterprise products company	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Gary Smith	 	 	 	/s/ William Ordemann	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Gary Smith
	 	 	 	Name:
	 	William Ordemann	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:	 	SVP, HR	 	 	 	This 25th day of September, 2010	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	This 29th day of September, 2010	 	 	 	 	 	 	 	 






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