ex10-15.htm


    Exhibit
10.15

     

    

 

    Targa
Resources Partners

    Long-Term
Incentive Plan

    


    Restricted
Unit Grant Agreement

    


     

    Grantee:                 ________________________

     

    Grant
Date:                      ____________,
20__

     

    Number of Restricted
Units:  ______________

     

    


     

    
      	
              1.

            	
              Grant
      of Restricted Units.  Targa Resources GP LLC (the
      “Company”) hereby grants to you the above number of Restricted Units under
      the Targa Resources Partners 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.

            	
              Vesting. Except as
      otherwise provided in Paragraph 3 below, the Restricted Units granted
      hereunder shall vest on the anniversary of the Grant Date as
      follows:

            


    

     

    
      	
              Anniversary of

              Grant Date

            	 	
              Cumulative

              Vested Percentage

            	 
	
              Prior to 1st anniversary

            	 	 	0%	 
	
              On the 1st anniversary

            	 	 	331⁄3%	 
	
              On the 2nd anniversary

            	 	 	662⁄3%	 
	
              On the 3rd anniversary

            	 	 	100%	 


    

    


    Distributions
on a Restricted Unit shall be vested when made and will be paid to you
currently.

     

    
      	
              3.

            	
              Events
      Occurring Prior to Full
Vesting.

            


    

     

    
      	
               
      

            	
              (a)

            	
              Death
      or Disability.  If your membership on the Board
      terminates as a result of your death or a disability that substantially
      prevents you from performing your duties (as determined by the Board), the
      Restricted Units then held by you (and any distributions thereon being
      held) automatically will become fully vested upon such
      termination.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              Other
      Terminations.  If your membership on the Board terminates
      for any reason other than as provided in Paragraph 3(a) above, all
      unvested Restricted Units then held by you automatically shall be
      forfeited without payment upon such
termination.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Change
      of Control.  All outstanding Restricted Units held by you
      automatically shall become fully vested upon a Change of
      Control.

            


    

     

    For
purposes of this Paragraph 3, “membership on the Board” shall include being an
Employee or a Director of, or a Consultant to, the Company or an
Affiliate.

     

    
      	
              4.

            	
              Unit
      Certificates.  A certificate evidencing the Restricted
      Units may be issued in your name, pursuant to which you shall have all
      voting rights of a holder of a Unit, if any.  The certificate
      shall bear the following legend:

            


    

     

    The Units
evidenced by this certificate have been issued pursuant to an agreement made as
of _________, 20__, a copy of which is attached hereto and incorporated herein,
between the Company and the registered holder of the Units, and are subject to
forfeiture to the Company under certain circumstances described in such
agreement.  The sale, assignment, pledge or other transfer of the
Units evidenced by this certificate is prohibited under the terms and conditions
of such agreement, and such Units may not be sold, assigned, pledged or
otherwise transferred except as provided in such agreement.

     

    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 that you may acquire
      upon vesting of this award will not be sold or otherwise disposed of in
      any manner that 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 Company 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 Partnership if such proposed transfer would in
      the opinion of counsel satisfactory to the Partnership constitute a
      violation of any applicable securities law, and (iii) the Partnership 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 Taxes.  To  the  extent that the
      grant or vesting of a Restricted Unit or 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 delivery of a certificate issued without legend 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
      with respect to such event.

            


    

     

    
      	
              8.

            	
              Insider
      Trading Policy.  The terms of the Company’s Insider
      Trading Policy with respect to Units 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 and the Plan constitute the entire agreement of the parties with
      regard to the subject matter hereof, and contain 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.

            


    

     

    
      	
              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.

            


    

     

    
      
        	 	TARGA RESOURCES GP LLC	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Name:
       Rene R. Joyce	 
	 	 	Title:
       Chief Executive Officer