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Exhibit 10.5    
    


Copano Energy, L.L.C.

Long-Term Incentive Plan  


Grant of Restricted Units  



	Grantee:	 	Michael L. Johnson
	 
	

Grant Date:	
 	

December 13, 2004
	

 





        1.    Grant of Restricted Units.    Copano Energy, L.L.C. (the "Company") hereby grants
to you 3,000 Restricted Units under the Copano Energy, L.L.C. Long-Term Incentive Plan (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 in 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 vest as follows:
one-third on the first anniversary of the Grant Date; an additional one-third on the second anniversary of the Grant Date; and the remaining one-third on the third
anniversary of the Grant Date. 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. 


        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, a 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 upon 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 Restricted Units then held by you, and all distributions thereon then held by the Company, automatically shall be forfeited without payment upon
such termination. 


        (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. 




        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 a Grant of Restricted Units made as of December 13, 2004, a copy of which is attached hereto and incorporated
herein, made by the Company to the registered holder of the Units, and are subject to forfeiture to the Company under certain circumstances described in such Grant. The sale, assignment, pledge or
other transfer of the Units evidenced by this certificate is prohibited under the terms and conditions of such Grant, and such Units may not be sold, assigned, pledged or otherwise transferred except
as provided in such Grant. 





        The
Company may cause the certificate to be delivered upon issuance to the Secretary of the Company as a depository for safekeeping until the 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 the 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. 



        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) the 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 or
any distribution thereon 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.    Insider Trading Policy.    The terms of the Company's Insider Trading Policy are
incorporated herein by reference. 


        9.    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. 


        10.    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. 


        11.    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, if the Committee determines
that the terms of this grant do not, in whole or in part, satisfy 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. 


        12.    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:	
 	

/s/  JOHN R. ECKEL, JR.      

	 	 	 	Name:	 	John R. Eckel, Jr.
	 	 	 	Title:	 	Chairman of the Board and Chief Executive Officer




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Exhibit 10.5