exv10w1






Exhibit 10.1




ENTERPRISE PRODUCTS COMPANY




2005 EPE LONG-TERM INCENTIVE PLAN



(amended and restated as of February 23, 2010)



     SECTION 1. Purpose of the Plan. The Enterprise Products Company 2005 EPE Long-Term
Incentive Plan (the “Plan”) is intended to promote the interests of Enterprise Products Company
(formerly named EPCO, Inc.), a Texas corporation (the “Company”), Enterprise GP Holdings L.P., a
Delaware limited partnership (the “Partnership”), and EPE Holdings, LLC, the general partner of the
Partnership (“General Partner”) by encouraging directors and employees of the Company and its
Affiliates who perform services for the Partnership, the General Partner or their Affiliates to
acquire or increase their equity interests in the Partnership and to provide a means whereby they
may develop a sense of proprietorship and personal involvement in the development and financial
success of the Partnership and Enterprise Products Partners L.P., and to encourage them to remain
with the Company and its Affiliates and to devote their best efforts to the business of the
Company, the General Partner and the Partnership.



     SECTION 2. Definitions.



     As used in the Plan, the following terms shall have the meanings set forth below:



     “Affiliate” means, with respect to any Person, any other Person that directly or indirectly
through one or more intermediaries controls, is controlled by or is under common control with, the
Person in question. As used herein, the term “control” means the possession, direct or indirect, of
the power to direct or cause the direction of the management and policies of a Person, whether
through ownership of voting securities, by contract or otherwise.



     “Award” means an Option, Unit Appreciation Right, a Restricted Unit, a Phantom Unit or DER
granted under the Plan.



     “Board” means the Board of Directors of the General Partner.



     “Committee” means such committee of the Board appointed by the Board to administer the Plan
or, if none is appointed, the Board.



     “DER” means a contingent right to receive an amount of cash equal to all or a designated
portion (whether by formula or otherwise) of the cash distributions made by the Partnership with
respect to a Unit during a specified period.



     “Director” means a “non-employee director”, as defined in Rule 16b-3, of the General Partner.



     “Employee” means any employee of the Company or an Affiliate; provided that for purposes of
issuing Options or Unit Appreciation Rights, “subsidiary” means any entity in a chain of entities
in which the Partnership has a “controlling interest” within the meaning of Treas. Reg. Section
1.414(c)-2(b)(2)(i), but using the threshold of 50 percent ownership wherever 80 percent appears.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Fair Market Value” means the closing sales price of a Unit on the applicable date (or if
there is no trading in the Units on such date, on the next preceding date on which there was
trading) as reported in The Wall Street Journal (or other reporting service approved by the
Committee). In the event Units are not publicly traded at the time a determination of Fair Market
Value is required to be made hereunder, the determination of Fair Market Value shall be made in
good faith by the Committee.



     “Option” means an option to purchase Units granted under the Plan.



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     “Participant” means any Employee or Director granted an Award under the Plan.



     “Person” means any individual, corporation, limited liability company, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization, government or
political subdivision thereof or other entity.



     “Phantom Unit” means a notional or phantom unit granted under the Plan which entitles the
holder to receive one Unit upon vesting.



     “Restricted Unit” means a Unit granted under the Plan that is subject to forfeiture provisions
and restrictions on its transferability, if any, established by the Committee under the Plan.



     “Rule 16b-3” means Rule 16b-3 promulgated by the SEC under the Exchange Act, or any successor
rule or regulation thereto as in effect from time to time.



     “SEC” means the Securities and Exchange Commission, or any successor thereto.



     “Unit” means a Common Unit of the Partnership.



     “Unit Appreciation Right” or “UAR” means an Award that, upon exercise or vesting, as provided
in the Award agreement, entitles the holder to receive the excess, or such designated portion of
the excess not to exceed 100%, of the Fair Market Value of a Unit on the exercise or vesting date,
as the case may be, over the exercise or grant price established for such Unit Appreciation Right.
Such excess may be paid in cash and/or in Units as determined by the Committee in its discretion.



     SECTION 3. Administration. The Plan shall be administered by the Committee. A majority
of the Committee shall constitute a quorum, and the acts of the members of the Committee who are
present at any meeting thereof at which a quorum is present, or acts unanimously approved by the
members of the Committee in writing, shall be the acts of the Committee. Subject to the terms of
the Plan and applicable law, and in addition to other express powers and authorizations conferred
on the Committee by the Plan, the Committee shall have full power and authority to: (i) designate
Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii)
determine the number of Units to be covered by Awards; (iv) determine the terms and conditions of
any Award; (v) determine whether, to what extent, and under what circumstances Awards may be
settled, exercised, canceled, or forfeited; (vi) interpret and administer the Plan and any
instrument or agreement relating to an Award made under the Plan; (vii) establish, amend, suspend,
or waive such rules and regulations and appoint such agents as it shall deem appropriate for the
proper administration of the Plan; and (viii) make any other determination and take any other
action that the Committee deems necessary or desirable for the administration of the Plan. Unless
otherwise expressly provided in the Plan, all designations, determinations, interpretations, and
other decisions under or with respect to the Plan or any Award shall be within the sole discretion
of the Committee, may be made at any time and shall be final, conclusive, and binding upon all
Persons, including the Company, the Partnership, any Affiliate, any Participant, and any
beneficiary thereof.



     SECTION 4. Units Available for Awards.




     (a) Units Available. Subject to adjustment as provided in Section 4(c), the
number of Units with respect to which Awards may be granted under the Plan is 250,000. To
the extent an Award is forfeited or otherwise terminates or is canceled without the delivery
of Units, then the Units covered by such Award, to the extent of such forfeiture,
termination or cancellation, shall again be Units with respect to which Awards may be
granted. If any Award is exercised and less than all of the Units covered by such Award are
delivered in connection with such exercise, then the Units covered by such Award which were
not delivered upon such exercise shall again be Units with respect to which Awards may be
granted. Units withheld to satisfy tax withholding obligations of the Company or an
Affiliate shall not be considered to have been delivered under the Plan for this purpose.



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     (b) Sources of Units Deliverable Under Awards. Any Units delivered pursuant to
an Award shall consist, in whole or in part, of Units acquired in the open market, from any
Affiliate (including, without limitation, the Partnership) or other Person, or any
combination of the foregoing, as determined by the Committee in its discretion. If, at the
time of exercise by a Participant of all or a portion of such Participant’s Award, the
Company determines to acquire Units in the open market and the Company is prohibited, under
applicable law, or the rules and/or regulations promulgated by the Securities and Exchange
Committee or the principal securities exchange on which the Units are traded or the policies
of the Company or an Affiliate, from acquiring Units in the open market, delivery of any
Units to the Participant in connection with such Participant’s exercise of an Award may be
delayed until such reasonable time as the Company is entitled to acquire, and does acquire,
Units in the open market.




     (c) Adjustments. In the event the Committee determines that any distribution
(whether in the form of cash, Units, other securities, or other property), recapitalization,
split, reverse split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Units or other securities of the Partnership,
issuance of warrants or other rights to purchase Units or other securities of the
Partnership, or other similar transaction or event affects the Units such that an adjustment
is determined by the Committee to be appropriate in order to prevent dilution or enlargement
of the benefits or potential benefits intended to be made available under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the
number and type of Units (or other securities or property) with respect to which Awards may
be granted, (ii) the number and type of Units (or other securities or property) subject to
outstanding Awards, and (iii) the grant or exercise price with respect to any Award;
provided, that the number of Units subject to any Award shall always be a whole number.



     SECTION 5. Eligibility. Any Employee or Director who performs services for the
Partnership or the General Partner shall be eligible to be designated a Participant.



     SECTION 6. Awards.




     (a) Options. The Committee shall have the authority to determine the Employees
and Directors to whom Options shall be granted, the number of Units to be covered by each
Option, the exercise price therefor and the conditions and limitations applicable to the
exercise of the Option, including the following terms and conditions and such additional
terms and conditions, as the Committee shall determine, that are not inconsistent with the
provisions or intent of the Plan.




     (i) Exercise Price. The purchase price per Unit purchasable under an
Option shall be determined by the Committee at the time the Option is granted, but
may not be less than 100% of the Fair Market Value per Unit as of the date of grant.




     (ii) Time and Method of Exercise. The Committee shall determine the
time or times at which an Option may be exercised in whole or in part, and the
method or methods by which any payment of the exercise price with respect thereto
may be made or deemed to have been made, which may include, without limitation,
cash, check acceptable to the Company, a “cashless-broker” exercise (through
procedures approved by the Company), other property (including, with the consent of
the Committee, the withholding of Units that may otherwise be delivered to the
optionee upon the exercise of the Option), or any combination thereof, having a
value on the exercise date equal to the relevant exercise price.




     (iii) Term. Each Option shall expire as provided in the grant agreement
for such Option.




     (b) Restricted Units. The Committee shall have the authority to determine the
Employees and Directors to whom Restricted Units shall be granted, the number of Restricted
Units to be granted to each such Participant, the period and the conditions (if any) under
which the Restricted Units may become vested or forfeited, which may include, without
limitation, the accelerated vesting upon the achievement of specified performance goals or
other criteria, and such other terms and conditions as the Committee may



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establish with
respect to such Award, including whether any distributions made by the Partnership with
respect to the Restricted Units shall be subject to the same forfeiture and other
restrictions as the Restricted Unit. If distributions are so restricted, such distributions
shall be held by the Company, without interest, until the Restricted Unit vests or is
forfeited with the retained distributions then being paid or forfeited at the same time, as
the case may be. Absent such a restriction on distributions in the grant agreement,
Partnership distributions shall be paid currently to the holder of the Restricted Unit
without restriction.




     (c) Phantom Units. The Committee shall have the authority to determine the
Employees and Directors to whom Phantom Units shall be granted, the number of Phantom Units
to be granted to each such Participant, the period during which the Award remains subject to
forfeiture, the conditions under which the Phantom Units may become vested or forfeited, and
such other terms and conditions as the Committee may establish with respect to such Award.
Upon or as soon as reasonably practical following the vesting of each Phantom Unit, the
Participant shall be entitled to receive payment thereof in a single lump sum no later than
the fifteenth (15th) day of the third (3rd) month following the date on which vesting occurs
and the restrictions lapse. Should the Participant die before receiving all amounts payable
hereunder, the balance shall be paid to the Participant’s estate by this date.




     (d) DERs. The Committee shall have the authority to determine the Employees and
Directors to whom DERs shall be granted, the number of DERs to be granted to each such
Participant, the period during which the Award remains subject to forfeiture, the limits, if
any, or portion of a DER that is payable, the conditions under which the DERs may become
vested or forfeited, and such other terms and conditions as the Committee may establish with
respect to such Award. To the extent DER’s are subject to any payment restrictions, any
amounts not previously paid shall be paid to the Participant at the time the payment
restrictions lapse. Such amounts shall be distributed in a single lump sum no later than the
fifteenth (15th) day of the third (3rd) month following the date on which the payment
restrictions lapse. Should the Participant die before receiving all amounts payable
hereunder, the balance shall be paid to the Participant’s estate by this date.




     (e) UARs. The Committee shall have the authority to determine the Employees and
Directors to whom UARs shall be granted, the number of Units to be covered by each grant,
the exercise price therefor and the conditions and limitations applicable to the exercise of
the UAR, and such additional terms and conditions as the Committee may establish with
respect to such Award.




     (f) General.




     (i) Awards May Be Granted Separately or Together. Awards may, in the
discretion of the Committee, be granted either alone or in addition to, in tandem
with, or in substitution for any other Award granted under the Plan or any award
granted under any other plan of the Company or any Affiliate. Awards granted in
addition to or in tandem with other Awards or awards granted under any other plan of
the Company or any Affiliate may be granted either at the same time as or at a
different time from the grant of such other Awards or awards.




     (ii) Limits on Transfer of Awards.




     (A) Each Option shall be exercisable only by the Participant during the
Participant’s lifetime, or by the person to whom the Participant’s rights
shall pass by will or the laws of descent and distribution.




     (B) No Award and no right under any such Award may be assigned,
alienated, pledged, attached, sold or otherwise transferred or encumbered by
a Participant otherwise than by will or by the laws of descent and
distribution and any such purported assignment, alienation, pledge,
attachment, sale, transfer or encumbrance shall be void and unenforceable
against the Company or any Affiliate.



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     (iii) Unit Certificates. All certificates for Units or other securities
of the Partnership delivered under the Plan pursuant to any Award or the exercise
thereof shall be subject to such stop transfer orders and other restrictions as the
Committee may deem advisable under the Plan or the rules, regulations, and other
requirements of the SEC, any stock exchange upon which such Units or other
securities are then listed, and any applicable federal or state laws, and the
Committee may cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions.




     (iv) Consideration for Grants. Awards may be granted for no cash
consideration payable by a Participant or for such consideration payable by a
Participant as the Committee determines including, without limitation, services or
such minimal cash consideration as may be required by applicable law.




     (v) Delivery of Units or other Securities and Payment by Participant of
Consideration. No Units or other securities shall be delivered pursuant to any
Award until payment in full of any amount required to be paid pursuant to the Plan
or the applicable Award grant agreement (including, without limitation, any exercise
price or required tax withholding) is received by the Company. Such payment may be
made by such method or methods and in such form or forms as the Committee shall
determine, including, without limitation, cash, withholding of Units,
“cashless-broker” exercises with simultaneous sale, or any combination thereof;
provided that the combined value, as determined by the Committee, of all cash and
cash equivalents and the fair market value of any such property so tendered to, or
withheld by, the Company, as of the date of such tender, is at least equal to the
full amount required to be paid to the Company pursuant to the Plan or the
applicable Award agreement.



     SECTION 7. Amendment and Termination. Except to the extent prohibited by applicable
law and unless otherwise expressly provided in an Award agreement or in the Plan:




     (i) Amendments to the Plan. Except as required by applicable law or the rules
of the principal securities exchange on which the Units are traded and subject to Section
7(ii) below, the Board or the Committee may amend, alter, suspend, discontinue, or terminate
the Plan without the consent of any partner, Participant, other holder or beneficiary of an
Award, or other Person.




     (ii) Amendments to Awards. The Committee may waive any conditions or rights
under, amend any terms of, or alter any Award theretofore granted, provided no change, other
than pursuant to Section 7(iii), in any Award shall materially reduce the benefit to
Participant without the consent of such Participant.




     (iii) Adjustment or Termination of Awards Upon the Occurrence of Certain
Events. The Committee is hereby authorized to make adjustments in the terms and
conditions of, and the criteria (if any) included in, Awards in recognition of unusual or
significant events (including, without limitation, the events described in Section 4(c) of
the Plan) affecting the Partnership or the financial statements of the Partnership, of
changes in applicable laws, regulations, or accounting principles, or a change in control of
the Company (as determined by its Board) or the General Partner or the Partnership (as
determined by the Committee), whenever the Committee determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan.



     SECTION 8. General Provisions.




     (a) No Rights to Awards. No Person shall have any claim to be granted any
Award, and there is no obligation for uniformity of treatment of Participants. The terms and
conditions of Awards need not be the same with respect to each recipient.



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     (b) Termination of Employment. For purposes of the Plan, unless the Award
agreement provides to the contrary, a Participant shall not be deemed to have terminated
employment with the Company and its Affiliates or membership from the Board until such date
as the Participant is no longer either an Employee of the Company or an Affiliate or a
Director, i.e., a change in status from Employee to Director or Director to Employee shall
not be a termination.




     (c) No Right to Employment. The grant of an Award shall not be construed as
giving a Participant the right to be retained in the employ of the Company or any Affiliate
or to remain a Director, as applicable. Further, the Company or an Affiliate may at any time
dismiss a Participant from employment, free from any liability or any claim under the Plan,
unless otherwise expressly provided in the Plan or in any Award agreement. Nothing in the
Plan or any Award agreement shall operate or be construed as constituting an employment
agreement with any Participant and each Participant shall be an “at will” employee, unless
such Participant has entered into a separate written employment agreement with the Company
or an Affiliate.




     (d) Governing Law. The validity, construction, and effect of the Plan and any
rules and regulations relating to the Plan shall be determined in accordance with the laws
of the State of Delaware and applicable federal law, without giving effect to principles of
conflicts of law.




     (e) Severability. If any provision of the Plan or any Award is or becomes or is
deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or
Award, or would disqualify the Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to the applicable
laws, or if it cannot be construed or deemed amended without, in the determination of the
Committee, materially altering the intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such
Award shall remain in full force and effect.




     (f) Other Laws. The Committee may refuse to issue or transfer any Units or
other consideration under an Award if, in its sole discretion, it determines that the
issuance or transfer or such Units or such other consideration might violate any applicable
law or regulation, the rules of any securities exchange, or entitle the Partnership or an
Affiliate to recover the same under Section 16(b) of the Exchange Act, and any payment
tendered to the Company by a Participant, other holder or beneficiary in connection with the
exercise of such Award shall be promptly refunded to the relevant Participant, holder or
beneficiary.




     (g) No Trust or Fund Created; Unsecured Creditors. Neither the Plan nor any
Award shall create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or any other
Person. To the extent that any Person acquires a right to receive payments from the Company
or any Affiliate pursuant to an Award, such right shall be no greater than the right of any
general unsecured creditor of the Company or the Affiliate.




     (h) No Fractional Units. No fractional Units shall be issued or delivered
pursuant to the Plan or any Award, and any such fractional Units or any rights thereto shall
be canceled, terminated, or otherwise eliminated, without the payment of any consideration
therefor.




     (i) Headings. Headings are given to the Sections and subsections of the Plan
solely as a convenience to facilitate reference. Such headings shall not be deemed in any
way material or relevant to the construction or interpretation of the Plan or any provision
thereof.




     (j) Tax Withholding. The Company or any Affiliate is authorized to withhold
from any Award, from any payment due or transfer made under any Award or from any
compensation or other amount owing to a Participant the amount (in cash, Units or other
property) of any applicable taxes payable in respect of the grant of an Award, its exercise,
the lapse of restrictions thereon, or any payment or transfer under an Award or under the
Plan and to take such other action as may be necessary in the opinion of the Company or the
Affiliate to satisfy its withholding obligations for the payment of such taxes.



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     (k) Facility Payment. Any amounts payable hereunder to any person under legal
disability or who, in the judgment of the Committee, is unable to properly manage his
financial affairs, may be paid to the legal representative of such person, or may be applied
for the benefit of such person in any manner which the Committee may select, and the Company
and its Affiliates shall be relieved of any further liability for payment of such amounts.




     (l) Participation by Affiliates. In making Awards to Employees employed by an
Affiliate of the Company, the Committee shall be acting on behalf of the Affiliate, and to
the extent the Partnership has an obligation to reimburse the Affiliate for compensation
paid to Employees for services rendered for the benefit of the Partnership, such payments or
reimbursement payments may be made by the Partnership directly to the Affiliate, and, if
made to the Company, shall be received by the Company as agent for the Affiliate.



     SECTION 9. Term of the Plan; Limited Partner Approval. The Plan shall be effective on
August 22, 2005, which was the date of its approval by the holders of a majority of the limited
partner interests in the Partnership, and shall continue until the earliest of (i) all available
Units under the Plan have been paid to Participants, (ii) the termination of the Plan by action of
the Board or the Committee or (iii) the 10th anniversary of the date of the approval of the Plan
(August 22, 2015). However, unless otherwise expressly provided in the Plan or in an applicable
Award agreement, any Award granted prior to such termination, and the authority of the Board or the
Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive
any conditions or rights under such Award, shall extend beyond such termination date.



     SECTION 10. Section 409A. Notwithstanding anything in this Plan to the contrary, if
any Plan provision or Award under the Plan would result in the imposition of an additional tax
under Code Section 409A and related regulations and United States Department of the Treasury
pronouncements (“Section 409A”), that Plan provision or Award will be reformed to the extent
practicable to avoid imposition of the applicable tax and no action taken to comply with Section
409A shall be deemed to adversely affect the Participant’s rights to an Award or require the
consent of the Participant. Notwithstanding any provisions in the Plan to the contrary, to the
extent that the Participant is a “specified employee” (as defined in Section 409A of the Code and
applicable regulatory guidance) subject to the six month delay under Section 409A in distributions
under the Plan, no distribution or payment that is subject to Section 409A of the Code shall be
made hereunder on account of such Participant’s “separation from service” (as defined in Section
409A of the Code and applicable regulatory guidance) before the date that is the first day of the
month that occurs six months after the date of the Participant’s separation from service (or, if
earlier, the date of death of the Participant or any other date permitted under Section 409A of the
Code and applicable regulatory guidance). Any such amount that is otherwise payable within the
six-month period following the Participant’s separation from service will be paid in a lump sum
without interest.



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