exv10w2






Exhibit 10.2




Option Grant under the

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




	 	 	 
	Date of Grant:

	 	 
	 
	 	 
	Name of Optionee:
	 	 
	 
	 	 
	Option Exercise Price per Common Unit:
	 	 
	 
	 	 
	Number of Options Granted

(One Option equals the Right to 

Purchase One Common Unit):
	 	 
	 
	 	 
	Option Grant Number:
	 	 





Enterprise Products Company (formerly EPCO, Inc.) (the “Company”) is pleased to inform you that you
have been granted options (the “Options”) under the 2010 Duncan Energy Partners L.P. Long-Term
Incentive Plan (the “Plan”) to purchase units representing limited partner interests (“Common
Units”) of Duncan Energy Partners L.P. (the “Partnership”) as follows:



1. You are hereby granted the number of Options to acquire a Common Unit set forth above, each such
Option having the option exercise price set forth above.



2. The Options shall become fully vested (exercisable) on the earlier of (i) the date that is four
years after the Date of Grant set forth above (the “Vesting Date”) and (ii) a Qualifying
Termination (as defined below).




     “Qualifying Termination” means



     (a) your status as an employee of the Company or any of its Affiliates (collectively, the
“Affiliated Group”) is terminated due to your (i) death or (ii) receiving long-term disability
benefits under the applicable Affiliated Group member’s long-term disability plan, provided such
disability qualifies as a “disability” under Section 409A of the Internal Revenue Code of 1986, as
amended (“Section 409A”); or



     (b) your employment with any Affiliated Group member is terminated due to your retirement on
or after (1) reaching age 62, (2) having 10 or more years of credited service as an employee of one
or more Affiliated Group member(s), (3) executing a Retirement Agreement and Release (in such form
as the Committee may approve from time to time) and (4) otherwise complying with any related
retirement policies of the Affiliated Group member in effect at the time of the effective date of
your retirement; or



     (c) your termination of employment by any Affiliated Group member (or its successor) and each
of its Affiliates within one year after a Change of Control (as defined below) and (1) such
termination of employment was initiated by the Affiliated Group member (or its successor) other
than upon or after the occurrence of a Termination for Cause or (2) if such termination of
employment was initiated by you, is upon or after the occurrence of a Termination for Good Reason;
provided, however, that you terminate your employment with any Affiliated Group member (or any
successor) and its Affiliates within 120 days following the date on which you have actual notice of
the event that gives rise to the Termination for Good Reason.



     “Change of Control” means Duncan shall cease, directly or indirectly, to control the General
Partner (including for purposes of clarification, and without limitation, by control that may be
deemed to exist based on (i) the facts that cause Duncan’s deemed control of the General Partner to
exist as of the date of this Agreement (which existing control is hereby recognized and agreed) or
(ii) Duncan’s direct or indirect power to exercise a controlling influence over either the
management or policies of the General Partner (as control and power are construed and



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used under rules and regulations promulgated by the U.S. Securities and Exchange Commission,
including any presumptions used thereunder relating to control).




     “Duncan” means, collectively, individually or any combination, Dan L. Duncan, his wife,
descendants, heirs and/or legatees and/or distributees of Dan L. Duncan’s estate, and/or trusts
(including, without limitation, one or more voting trusts) established for the benefit of his wife,
descendants, heirs and/or legatees and/or distributees.



     “Termination for Cause” means the occurrence of any of the following events:



     (a) the commission by you of a material act of willful misconduct including, but not limited
to, the willful violation of any material law, rule, regulation of a governmental entity or cease
and desist order applicable to you or any Affiliated Group member (or its successor) (other than a
law, rule or regulation relating to a minor traffic violation or similar offense), or an act which
constitutes a breach by you of a fiduciary duty owed to any Affiliated Group member (or its
successor); or



     (b) the commission by you of an act of dishonesty relating to the performance of your duties,
habitual unexcused absence(s) from work, willful failure to perform duties in any material respect
(other than any such failure resulting from your incapacity due to physical or mental illness or
disability), or gross negligence in the performance of duties resulting in material damage or
injury to any Affiliated Group member (or its successor), its reputation or goodwill (provided,
however, that in the event of your willful failure to perform duties in any material respect, you
shall be provided with written notice of such event and shall be provided with a reasonable
opportunity, in no event more than 30 days, to cure such failure to perform your duties); or



     (c) any felony conviction of you or any conviction of you involving dishonesty, fraud or
breach of trust (other than for a minor traffic violation or similar offense), whether or not in
the line of duty.



     “Termination for Good Reason” means any nonconsensual (a) material reduction in your
authority, duties or responsibilities; (b) reduction in your compensation by more than 20 percent
from the compensation (excluding Awards pursuant to the Plan or other equity-based compensation)
paid by any Affiliated Group member (or its successor) during the completed fiscal year prior to
the Change of Control; or (c) change caused by any Affiliated Group member (or its successor) in
your office location of more than 50 miles from its location on the date of the Change of Control.



     3. Subject to the further provisions of this Agreement and the Plan, the Options, to the
extent vested, may be exercised (in whole or in part or in two or more successive parts) during
your employment with the Company and its Affiliates only during a calendar month during which the
Partnership pays a cash distribution to holders of its Common Units (a “Qualified Month”) in the
first (1st) calendar year following the year in which the Vesting Date occurs (and the Option will
expire at the end of such year if it is not so exercised). In the event your employment with the
Company and its Affiliates is terminated prior to the Vesting Date for any reason other than a
Qualifying Termination, the Options shall automatically and immediately be forfeited and cancelled
unexercised on the date of such termination of employment. For purposes of this Option grant award,
the term “year” shall mean a period comprised of 365 (or 366, as appropriate) days beginning on a
day of a calendar year and ending on the day immediately preceding the corresponding day of the
next calendar year. For example, if the Date of Grant of an Option grant award is May 20, 2010, one
year after the Date of Grant would be May 20, 2011, the Vesting Date would be May 20, 2014
(assuming no earlier Qualifying Termination) and the calendar year in which the Options could be
exercised (except as described in Sections 7 and 8 hereof) would be 2015.



     4. To the extent vested and subject to the procedures set forth in Addendum No. 2, the
Options may be exercised by submitting the “Options Transaction Clearance Request and Tax
Withholding Election” (“Transaction Request”) with respect to such exercise which references the
Option Grant Number set forth above and the number of Options (or Common Units relating thereto)
which are being exercised. Such Transaction Request shall be delivered or mailed to the Company at
its corporate offices in Houston, Texas, as follows:



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          Mailing Address: Enterprise Products Company, P.O. Box 4324, Houston, Texas
77210-4324, Attention: Sr. Vice President, Human Resources.




          Delivery Address: Enterprise Products Company, 1100 Louisiana, 10th Floor, Houston,
Texas 77002, Attention: Sr. Vice President, Human Resources




          An election to exercise shall be made in accordance with Addendum No. 2 and shall be
irrevocable. If you are an employee of the Company or an Affiliate and such exercise occurs other
than in a Qualified Month, it shall be deemed exercised in the next Qualified Month.




     5. No exercise shall be effective until you have made arrangements acceptable to the Company
and in accordance with the Plan to satisfy the aggregate Exercise Price and all applicable tax
withholding requirements of the Company, if any, with respect to such exercise.



     6. None of the Options are transferable (by operation of law or otherwise) by you, other than
by will or the laws of descent and distribution. If, in the event of your divorce, legal separation
or other dissolution of your marriage, your former spouse is awarded ownership of, or an interest
in, all or part of the Options granted hereby to you (the “Awarded Options”), (i) to the extent the
Awarded Options are not fully vested, the Awarded Options shall automatically and immediately be
forfeited and cancelled unexercised as of the original date of the award thereof and (ii) to the
extent the Awarded Options are fully vested, the Company, in its sole discretion, may at any time
thereafter, during the period in which the Awarded Options are exercisable under the terms of the
domestic relations order providing for the assignment, cancel the Awarded Options by delivering to
such former spouse Common Units having an aggregate Fair Market Value on the payment date equal to
the excess of the aggregate Fair Market Value of the Common Units subject to the Awarded Options
over their aggregate Exercise Price.



     7. In the event you terminate employment with the Company and its Affiliates for any reason
(which termination is a “separation from service” under Section 409A of the Internal Revenue Code)
other than a Qualifying Termination, the Options, if fully vested, may be exercised by you (or, in
the event of your death, by the person to whom your rights shall pass by will or the laws of the
descent and distribution (“Beneficiary”)) only during the Qualified Month next following your
employment termination date. If you cease to be an “active, full-time employee”, as determined by
the Company in its sole discretion, without regard as to how your status is treated by the Company
for any of its other compensation or benefit plans or programs, you will be deemed to have
terminated employment with the Company and its Affiliates for purposes of this Agreement.



     8. In the event of a Qualifying Termination or an “unforeseeable emergency” (as defined in
Section 409A) which is approved by the Company, the vested portion of the Options may be exercised
by you only during the Qualified Month next following such event. Notwithstanding the above, in the
event such Qualifying Termination is due to your death, the vested portion of the Options may be
exercised by your Beneficiary only during the second Qualified Month next following such event.



     9. Nothing in this Agreement or in the Plan shall confer any right on you to continue
employment with any member of the Affiliated Group or restrict the Company or its Affiliates from
terminating your employment at any time. Unless you have a separate written employment agreement
with an Affiliated Group member, you are, and shall continue to be, an “at will” employee.



     10. Notwithstanding any other provision of this Agreement, the Options shall not be
exercisable, and neither the Company nor the Partnership shall be obligated to deliver to you any
Common Units, if counsel to the Company determines such exercise or delivery, as the case may be,
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.



     11. Notwithstanding any other provision of this Agreement, if you give notice of exercise
within a “quiet period,” as provided in Addendum No. 1 hereto, the timing of the delivery
of Common Units pursuant to your exercise shall be governed by the terms of Addendum No. 1.
Further, neither the Company nor the Partnership shall



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have any liability to you for any loss you may suffer (whether by a decrease in the value of the
Common Units, failure or inability to receive Partnership distributions or otherwise) from any
delay by the Company or the Partnership in delivering to you Common Units in connection with the
whole or partial exercise by you of the Options.




     12. These Options 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 accelerate the termination of the Option and to amend your Option
grant 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 	 
	 	 	 
	 




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