exv10w4






Exhibit 10.4




Restricted Unit Grant

under the

2010 Duncan Energy Partners L.P. Long-Term Incentive Plan




	 	 	 
	Date of Grant:

	 	 
	 
	 	 
	Name of Grantee:
	 	 
	 
	 	 
	Number of Units Granted:
	 	 
	 
	 	 
	Restricted Unit Grant Number:
	 	 






     Enterprise Products Company (formerly EPCO, Inc.) (the “Company”) is pleased to inform you
that you have been granted the number of Restricted Units set forth above under the 2010 Duncan
Energy Partners L.P. Long-Term Incentive Plan (the “Plan”). A Restricted Unit is a Common Unit of
Duncan Energy Partners L.P. (the “Partnership”) that is subject to the forfeiture and
non-transferability provisions, if any, set forth below in this Agreement (the “Restrictions”). The
terms of the grant are as follows:



     1. One hundred percent (100%) of the Restricted Units shall be fully vested, i.e., not
restricted, on the Date of Grant set forth above (the “Vesting Date”).



     2. The Restricted Units will be evidenced, at the sole option and in the sole discretion of
the Partnership, either (i) in book-entry form in your name in the Common Unit register of the
Partnership maintained by the Partnership’s transfer agent or (ii) a unit certificate issued in
your name. You shall have voting rights and shall be entitled to receive all distributions made by
the Partnership on such Restricted Units free and clear of any Restrictions.



     3. 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 you make other arrangements that are acceptable to
the Company or such Affiliate, you must deliver to the Company or the Affiliate such amount of
money as the Company or the Affiliate may require to meet its tax 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 applicable member of the Company
or any of its Affiliates (collectively, the “Affiliated Group”) to satisfy in full any applicable
tax withholding obligations pursuant to applicable law. For purposes of this paragraph, unless you
make other arrangements or are subsequently notified to the contrary, applicable member of the
Affiliated Group will satisfy your obligations with respect to any applicable tax withholding by
withholding from the issuance under this Agreement a number of vested Common Units having a
then-fair-market value equal to such tax withholding obligations, based on the closing price per
Common Unit as reported on the New York Stock Exchange (or other principal stock exchange on which
the Common Units are then listed) on the date of vesting. The Committee has determined that it
intends that the Plan meet the requirements of Rule 16b-3 under the Exchange Act and that the
transactions of the type specified in Rule 16b-3 by non-employee directors and by officers of the
Company (whether or not they are directors) pursuant to the Plan, including the foregoing net
settlement procedure, will be exempt from the operation of Section 16(b) of the Exchange Act.



     4. Notwithstanding any other provision of this Agreement, neither the Company nor the
Partnership shall be obligated to deliver to you any unrestricted Common Units if counsel to the
Company determines such delivery would violate any law or regulation of any governmental authority
or agreement between the Company or the Partnership and any national securities exchange upon which
the Common Units are listed or any policy of the Company or any Affiliate of the Company.



1









 





     5. These Restricted Units are subject to the terms of the Plan, which is hereby incorporated
by reference as if set forth in its entirety herein, including, without limitation, the ability of
the Company, in its discretion, to amend your Restricted Unit award without your approval. In the
event of a conflict between the terms of this Agreement and the Plan, the Plan shall be the
controlling document. Capitalized terms that are used, but are not defined, in this Option grant
award have the respective meanings provided for in the Plan. The Plan, as in effect on the Date of
Grant, is attached hereto as Exhibit A.



	 	 	 	 	 
	 	Enterprise Products Company

(formerly EPCO, Inc.)

 	 
	 	
 	 
	 	Senior Vice President, Human Resources 	 
	 	 	 
	 




2