Form of Restricted Phantom Unit Grant



 Exhibit 10.5 
 Long-Term Incentive Plan 
 Restricted Phantom Unit Grant Agreement


Grantee:                       
                                    

Grant
Date:                                        
              
 Performance
Period:                                      

  

	1.	Grant of Restricted Phantom Units. DCP Midstream GP, LLC (the “Company”) hereby grants to you
            Restricted Phantom Units (“RPUs”) under the DCP Midstream Partners, LP Long-Term Incentive Plan (the “Plan”) on the terms and conditions set forth
herein. The number of RPUs has been determined based on the closing price of DCP Midstream Partners, LP Common Units on the Grant Date and includes a tandem distribution equivalent right (“DER”) grant with respect to each RPU. The Company
will establish a DER bookkeeping account for you with respect to each RPU granted that shall be credited with an amount equal to the cash distributions made during the Performance Period on the DCP Midstream Partners, LP Common Units. Unless
otherwise defined herein, terms used, but not defined, in this Grant Agreement shall have the same meaning as set forth in the Plan. 

  

	2.	Vesting. Except as provided in Paragraph 3 below, the RPUs granted hereunder shall become Vested only if you have not ceased to be an Employee
(“Termination of Service”) prior to the end of the Performance Period. 

  

	3.	Early Vesting Events. You may become Vested prior to the end of the Performance Period as provided in Paragraph (a) below.


  

	 	(a)	Death, Disability, Retirement or Layoff. If you incur a Termination of Service after the first anniversary of the Grant Date as a result of your:
(i) death, (ii) disability that entitles you to benefits under the Company’s long-term disability plan, (iii) retirement on or after attaining the age of 55 and completing five (5) continuous years of service with the
Company or its Affiliates, or (iv) involuntary termination by the Company for reasons other than “Cause”, as determined by the Company in accordance with its employment practices, the Performance Period shall terminate and your RPUs
and DERs will become fully Vested on the date of your Termination of Service. 

  

	 	(b)	Other Terminations of Service. If your Termination of Service occurs prior to the end of the Performance Period for any reason other than as provided in
Paragraph 3(a) above, the Performance Period shall terminate and all of your RPUs and unpaid DERs shall be forfeited automatically upon the date of your Termination of Service. 


 

	4.	Change of Control. If a Change of Control occurs prior to the end of the Performance Period the following will occur: (i) if there is no change in
job (same status) within twelve (12) months of the Change of Control, RPUs will be replaced with equivalent ownership interests of the new enterprise; however (ii) if you are severed or your job is lower in status within twelve
(12) months of the Change of Control, the Performance Period terminates and all RPUs will become immediately Vested. For purposes of this Agreement, a Change of Control means any person other than DCP Midstream, LLC and/or an affiliate thereof
becomes the beneficial owner of more than 50% of the combined voting power of the Company’s equity interests. 

  

	5.	Payments. 

  

	 	(a)	RPUs. As soon as administratively practicable after the last day of the Performance Period, the Company will either pay you cash or issue you DCP
Midstream Partners, LP Common Units, or a combination thereof, at the sole discretion of the Compensation Committee. If payment is made in cash, such payment will be made in a lump sum equal 









	 	 
to the then average closing price of your Vested RPUs based on the last twenty trading days immediately prior to the end of the Performance Period, less any taxes the Company is required to
withhold from such payment. If the Compensation Committee decides to settle your RPUs in DCP Midstream Partners, LP Common Units, the RPUs that have become Vested will be exchanged for a like number of DCP Midstream Partners, LP Common Units, less
any taxes the Company is required to withhold from such payment, valuing such RPUs and applicable tax withholding as of the settlement date. Payment will be made as soon as practicable after the end of the Performance Period, but no later than 2 1/2 months following the end of the Plan year in which
the Performance Period terminates unless deferred into the Executive Deferred Compensation Plan in accordance with Code Section 409A, less all applicable taxes required to be withheld therefrom. 



 

	 	(b)	DERs. As soon as practicable after the end of each calendar quarter during the Performance Period, the Company shall pay you, with respect to each RPU, an
amount of cash equal to the DERs credited to your DER account during that calendar quarter less all applicable taxes required to be withheld therefrom. 

  

	6.	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 or by a beneficiary designation form filed with the Company in accordance with the procedures established by the Company for such
designation, 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. 

  

	7.	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. 

  

	8.	Entire Agreement. This Agreement along with the Plan 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 RPUs 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. 

  

	9.	Modifications. 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. 

  

	10.	Governing Law. This grant shall be governed by, and construed in accordance with, the laws of the State of Colorado, without regard to conflicts of laws
principles thereof. 

  

	11.	Plan Controls. By accepting this Grant, you acknowledge and agree that the RPUs are granted under and governed by the terms and conditions of this
Agreement and the Plan, a copy of which has been furnished to you. In the event of any conflict between the Plan and this Agreement, the terms of the Plan shall control. All decisions or interpretations of the Committee upon any questions relating
to the Plan or this Agreement are binding, conclusive and final on all persons. 


  
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	DCP MIDSTREAM GP, LLC
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  

	
	Grantee Acknowledgement and Acceptance
		
	By:	 	  

		
	Name:	 	  




  
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