exv10w3



 









Exhibit 10.3




Form
of Director Grant




Copano Energy

Long-Term Incentive Plan




Grant of Restricted Units




	 	 	 	 	 
	Grantee:
	 	 	 	 
	 	 	 	 
	 
	 	 	 	 
	Grant Date:

	 	 	 	, 200___
	 

	 	 	 	 






	1.	 	Grant of Restricted Units. Copano Energy, L.L.C. (the “Company”) hereby grants to
you ___ Restricted Units under the Copano Energy Long-Term Incentive Plan, as amended (the
“Plan”) on the terms and conditions set forth herein and in the Plan, which is incorporated
herein by reference as a part of this Agreement. In the event of any conflict between the
terms of this Agreement and the Plan, the Plan shall control. Capitalized terms used in this
Agreement but not defined herein shall have the meanings ascribed to such terms under the
Plan, unless the context requires otherwise.
	 
	2.	 	Regular Vesting. Except as otherwise provided in Paragraph 3 below, the Restricted
Units granted hereunder and any distributions made by the Company with respect to the
Restricted Units shall become vested in accordance with the following schedule:





	  	 	 	 	 	 
	 	 	 	Cumulative
	 	Vesting Dates	 	Vested Percentage







	 	 	Any distributions on a Restricted Unit shall be held by the Company without interest
until the Restricted Unit with respect to which the distribution was made becomes vested or
is forfeited and then paid or forfeited, as the case may be. In the case of distributions
with respect to Restricted Units that vest, any such distributions shall be paid no later
than 30 days after the date of vesting.
	 
	3.	 	Events Occurring Prior to Regular Vesting.






	 	(a)	 	Death, Disability or Retirement. If you cease to be a member of the
Board as a result of your death, disability that is expected to prevent you from
performing your duties as a director for 12 or more months, or is expected to result in
your death prior to such time, or your retirement on or after reaching age 70, the
Restricted Units then held by you, and any distributions thereon held by the Company,
automatically will become fully vested on the Designated Vesting Date (as defined
below) that coincides with or immediately follows such termination.




 









 






	 	(b)	 	Other Terminations. If you cease to be a member of the Board for any
reason other than as provided in Paragraph 3(a) above, all unvested Restricted Units
then held by you, and all distributions thereon then held by the Company, automatically
shall be forfeited.
	 
	 	(c)	 	Change of Control. All outstanding Restricted Units held by you, and
all distributions thereon then held by the Company, automatically shall become fully
vested upon a Change of Control.






	 	 	For purposes of this Agreement, the “Designated Vesting Dates” shall be February 15, May 15,
August 15 or November 15.
	 
	4.	 	Unit Certificates. A certificate evidencing the Restricted Units shall be issued in
your name, pursuant to which you shall have all voting rights. The certificate shall bear the
following legend:






     The Units evidenced by this certificate have been issued pursuant to an
agreement made as of ___, 200___, a copy of which is attached
hereto and incorporated herein, between the Company and the registered
holder of the Units, and are subject to forfeiture to the Company under
certain circumstances described in such agreement. The sale, assignment,
pledge or other transfer of the Units evidenced by this certificate is
prohibited under the terms and conditions of such agreement, and such Units
may not be sold, assigned, pledged or otherwise transferred except as
provided in such agreement.




     In lieu of delivery of a certificate to you, the Company may (i) cause
the certificate to be delivered upon issuance to the Secretary of the
Company as a depository for safekeeping or (ii) cause its transfer agent to
reflect the issuance of the Restricted Units to you without the issuance of
a certificate, in either case until a forfeiture occurs or the restrictions
lapse pursuant to the terms of this Agreement. Upon request of the Company,
you shall deliver to the Company a unit power, endorsed in blank, relating
to the Restricted Units then subject to the restrictions. Upon the lapse of
the restrictions without forfeiture, the Company shall cause a certificate
or certificates to be issued without legend in your name in exchange for any
certificate evidencing the Restricted Units.




	5.	 	Limitations Upon Transfer. All rights under this Agreement shall belong to you alone
and may not be transferred, assigned, pledged, or hypothecated by you in any way (whether by
operation of law or otherwise), other than by will or the laws of descent and distribution and
shall not be subject to execution, attachment, or similar process. Upon any attempt by you to
transfer, assign, pledge, hypothecate, or otherwise dispose of such rights contrary to the
provisions in this Agreement or the Plan, or upon the levy of any attachment or similar
process upon such rights, such rights shall immediately become null and void.




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	6.	 	Restrictions. By accepting this grant, you agree that any Units which you may acquire
upon vesting of this award will not be sold or otherwise disposed of in any manner which would
constitute a violation of any applicable federal or state securities laws. You also agree
that (i) any certificates representing the Units acquired under this award may bear such
legend or legends as the Committee deems appropriate in order to assure compliance with
applicable securities laws, (ii) the Company may refuse to register the transfer of the Units
acquired under this award on the transfer records of the Company if such proposed transfer
would in the opinion of counsel satisfactory to the Company constitute a violation of any
applicable securities law, and (iii) the Company may give related instructions to its transfer
agent, if any, to stop registration of the transfer of the Units to be acquired under this
award.
	 
	7.	 	Withholding of Tax. To the extent that the grant or vesting of a Restricted Unit
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, unless other
arrangements have been made by you that are acceptable to the Company or such Affiliate, you
shall deliver to the Company or the Affiliate such amount of money as the Company or the
Affiliate may require to meet its withholding obligations under such applicable law. No
issuance of an unrestricted Common Unit shall be made pursuant to this Agreement until you
have paid or made arrangements approved by the Company or the Affiliate to satisfy in full the
applicable tax withholding requirements of the Company or Affiliate.
	 
	8.	 	Section 83(b) Election. As a condition of receiving this grant, you acknowledge and
agree that if you desire to make an election under Section 83(b) of the Internal Revenue Code
with respect to the Restricted Units granted hereby that you will execute such election no
later than the last day of the month that includes the Grant Date specified above and you
shall provide a copy of the election to the Company within five business days following the
end of such month.
	 
	9.	 	Insider Trading Policy. The terms of the Company’s Insider Trading Policy are
incorporated herein by reference.
	 
	10.	 	Binding Effect. This Agreement shall be binding upon and inure to the benefit of any
successor or successors of the Company and upon any person lawfully claiming under you.
	 
	11.	 	Entire Agreement. This Agreement constitutes the entire agreement of the parties
with regard to the subject matter hereof, and contains all the covenants, promises,
representations, warranties and agreements between the parties with respect to the Restricted
Units granted hereby. Without limiting the scope of the preceding sentence, all prior
understandings and agreements, if any, among the parties hereto relating to the subject matter
hereof are hereby null and void and of no further force and effect.
	 
	12.	 	Modifications. Except as provided below, any modification of this Agreement shall be
effective only if it is in writing and signed by both you and an authorized officer of the
Company. Notwithstanding anything in the Plan or this Agreement to the contrary, (a) if the
Committee determines that the terms of this grant do not, in whole or in part, satisfy




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	 	 	the requirements of new Section 409A of the Internal Revenue Code, the Committee, in its
sole discretion, may unilaterally modify this Agreement in such manner as it deems
appropriate to comply with such section and any regulations or guidance issued thereunder,
and (b) the Committee, in its sole discretion, may unilaterally modify this Agreement in any
manner that does not materially reduce your benefit.
	 
	13.	 	Governing Law. This grant shall be governed by, and construed in accordance with,
the laws of the State of Texas, without regard to conflicts of laws principles thereof.





	 	 	 	 	 	 	 	 	 
	 	 	Copano Energy, L.L.C.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 






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