tppexhibit10_1.htm


    


      AGREEMENT AND
RELEASE

       

      This
Agreement and Release (this “AGREEMENT”) is between William G. Manias
(“EMPLOYEE”) and EPCO, Inc. (“COMPANY”).

      WITNESSETH

      Whereas,
EMPLOYEE is employed by COMPANY.

      


      Whereas,
EMPLOYEE is resigning from COMPANY effective January 15, 2009.

      


      Whereas,
EMPLOYEE and COMPANY desire to resolve any and all disputes about EMPLOYEE’s
employment with COMPANY.

      


      Whereas,
EMPLOYEE, during his employment had access to trade secrets and/or proprietary
and confidential information belonging to COMPANY and COMPANY’s
affiliates.

      


      Whereas,
EMPLOYEE and COMPANY desire to clarify EMPLOYEE’s obligations with respect to
any trade secrets and/or proprietary and confidential information acquired
during EMPLOYEE’s employment.

      


      Whereas,
EMPLOYEE and COMPANY desire to avoid the expense, delay and uncertainty
attendant to any claims that may arise from EMPLOYEE’s employment with, and
resignation from, COMPANY, as well as any claims that may arise from the
disclosure of any trade secrets and/or proprietary and confidential information
that EMPLOYEE acquired during his employment with COMPANY.

      


      Whereas,
EMPLOYEE desires to release any claims or causes of action EMPLOYEE may have
arising from EMPLOYEE’s employment with, or his
resignation from, COMPANY.

      


      Now,
therefore, for and in consideration of the mutual covenants and promises
hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, EMPLOYEE and COMPANY
hereby agree:

      


      Section
1.            Severance and Other
Payments. COMPANY, in exchange for the promises of EMPLOYEE contained
below, agrees as follows:

      


      A.        COMPANY
agrees to pay EMPLOYEE the lump sum amount of one million three hundred thousand
dollars and no cents ($1,300,000.00), less applicable legal standard
deductions and less deductions or offsets for any and all loans and/or
advances made by COMPANY or any COMPANY AFFILIATE to, or on behalf of, EMPLOYEE
(which deductions or offsets EMPLOYEE hereby expressly agrees to and
acknowledges), within seven (7) days after the expiration of the EMPLOYEE’s
revocation option in Section 5(C) below; and

      


      B.         EMPLOYEE
may be eligible for up to eighteen (18) months of COBRA coverage following
EMPLOYEE’s termination of employment.  If at the time of
EMPLOYEE’s

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      termination
of employment, EMPLOYEE is enrolled in COMPANY’s medical and dental plan
coverages as an active employee and EMPLOYEE exercises health coverage
continuation rights under COBRA following termination of employment, EMPLOYEE’s
COBRA premium will equal zero ($0.00) and will be paid for in full by COMPANY
until the earliest of: (i) the expiration of the first eighteen (18) full
calendar months immediately following EMPLOYEE’s termination of employment; (ii)
the date EMPLOYEE obtains subsequent employment and becomes eligible for medical
and/or dental benefits coverages to employees of the new employer; or (iii) the
expiration of your COBRA rights.  After the expiration of the
foregoing applicable period, EMPLOYEE will be responsible for the full cost of
any health and dental coverage.

       

      


                 C.           EMPLOYEE
acknowledges and agrees that payment of the foregoing amounts are, and shall be
deemed to be, in full and complete satisfaction of any and all obligations, if
any, of COMPANY and/or a COMPANY AFFILIATE to EMPLOYEE in respect of his
employment with COMPANY and/or any of its affiliates or
otherwise.  For purposes of this AGREEMENT, the term “COMPANY
AFFILIATE” means and includes (i) EPCO Holdings, Inc., (ii) Enterprise Products
GP, LLC, (iii) Enterprise Products OLPGP, Inc., (iv) Enterprise Products
Partners L.P., (v) EPE Holdings LLC, (vi) Enterprise Products Operating LLC,
(vii) DEP Holdings LLC, (viii) Duncan Energy Partners L.P., (ix) Texas Eastern
Products Pipeline Company, LLC, (x) TEPPCO Partners L.P., (xi) the respective
subsidiaries or affiliates of any of the foregoing entities, (xii) any other
entity (A) which is controlled, directly or indirectly, individually,
collectively or in any combination, by COMPANY or any of the foregoing entities
or (B) in which any of COMPANY or any of the foregoing entities has a direct or
indirect ownership interest, (xiii) any other entity (a) which is controlled,
directly or indirectly, by Dan L. Duncan, his spouse, his descendants or any
trusts for any of their respective benefit, individually, collectively or in any
combination, or (b) in which any of them has a direct or indirect ownership
interest and (xiv) any predecessors, subsidiaries, related entities, officers,
directors, shareholders, parent companies, agents, attorneys, employees,
successors, or assigns of any of the foregoing.

      


      Section
2.        Prior Rights and
Obligations. Except as otherwise provided for in this AGREEMENT, this
AGREEMENT extinguishes all rights, if any, which EMPLOYEE may have, contractual
or otherwise, relating to his employment with, or resignation from,
COMPANY.

      


      Section
3.        Resignation. EMPLOYEE
hereby resigns (i) from employment with COMPANY and/or any  COMPANY
AFFILIATE and (ii) as an officer and/or director and/or any other similar
position of COMPANY and/or any COMPANY AFFILIATE.  EMPLOYEE agrees
that the effective date of such resignation is January 15,
2009.      

       

      Section
4.         Release.


      


                 A.           Release
and Waiver:  EMPLOYEE hereby agrees to release COMPANY and all COMPANY
AFFILIATEs from all claims or demands EMPLOYEE has, may have, or may have had
based on or in any way related to EMPLOYEE’s employment with COMPANY or any
COMPANY AFFILIATE, the resignation or termination of that employment, or based
on any


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      previous
act or omission by or on behalf of COMPANY or any COMPANY
AFFILIATE.  EMPLOYEE further agrees to waive any right EMPLOYEE may
have with respect to the claims or demands from which COMPANY or any COMPANY
AFFILIATE is herewith released.  This release and waiver includes any
rights or claims EMPLOYEE may have under, but not limited to, the Age
Discrimination in Employment Act, which prohibits age discrimination in
employment; Title VII of the Civil Rights Acts of 1964, as amended, which
prohibits discrimination in employment based on race, color, national origin,
religion or sex (including claims of sexual harassment); 42 U.S.C. §1981, which
prohibits race discrimination; claims under the Family and Medical Leave Act;
the federal and Texas Equal Pay Acts, which prohibit paying men and women
unequal pay for equal work; the Rehabilitation Act of 1973 and the Americans
with Disabilities Act, which prohibit discrimination on the basis of handicap or
disability; the Employee Retirement Income Security Act; claims for
discrimination under the Texas Commission on Human Rights Act as codified in the
Texas Labor Code; claims for discrimination or retaliation under the Texas
Workers’ Compensation Act; or any other federal, state or local laws or
regulations prohibiting employment discrimination, retaliation or
harassment.  This release and waiver also includes any claims for
wrongful discharge, whether based on claimed violations of statutes, regulations
or public policy, or based on claims in contract or tort.  This
release and waiver also includes any claims that EMPLOYEE suffered any harm by
or through the actions or omissions of COMPANY or any COMPANY AFFILIATE,
including, but not limited to, negligence claims and any other tort or contract
claims.

      
           B.           Scope
of Release/Non-release of Future Claims based on subsequent acts or omissions:
The release and waiver, to which EMPLOYEE voluntarily agrees, covers all claims
or demands based on any facts or events, whether known or unknown by EMPLOYEE,
that occurred on or before January 15, 2009. EMPLOYEE fully understands that if
any of the facts or circumstances on which EMPLOYEE premises EMPLOYEE’s
execution of this release and waiver be found, suspected or claimed hereafter to
be other than or different from the facts and circumstances now believed by
EMPLOYEE to be true, EMPLOYEE nonetheless expressly accepts and assumes the risk
of such possible differences in fact or circumstances and agrees that this
release and waiver shall be and remain effective notwithstanding any such
difference in any such fact or circumstances.  COMPANY acknowledges
that EMPLOYEE has not released any rights or claims that EMPLOYEE may have under
the Age Discrimination in Employment Act that arise after the date this release
and waiver is executed.

      


                 C.           No
Future Lawsuits, Complaints, or Claims:  EMPLOYEE hereby waives
EMPLOYEE’s right to file any charge or complaint against COMPANY or any COMPANY
AFFILIATE arising out of EMPLOYEE’s employment with or separation from
employment before any federal, state or local court or any federal, state or
local administrative agency, except where such waivers are prohibited by
law.  This Agreement, however, does not prevent EMPLOYEE from filing a
timely charge with the EEOC (or with any other agency with similar provisions or
regulations concerning the regulation of releases between private parties)
concerning claims of discrimination, including a challenge to the validity of
the waiver contained in this Agreement; although EMPLOYEE hereby waives
EMPLOYEE’s right to recover any damages or other relief in any claim or suit
brought by or through the EEOC or any other federal, state, or local agency on
his behalf.  EMPLOYEE acknowledges that EMPLOYEE has no pending
workers’ compensation claims and that this Agreement is not related in any way
to any


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      claim for
workers’ compensation benefits.  EMPLOYEE further acknowledges that
EMPLOYEE has no basis for such a claim.

      


      Section
5.       ADEA
Rights.  EMPLOYEE further acknowledges that:

               


                    A.  He has
been advised in writing by virtue of this AGREEMENT that he has the right to
seek legal counsel before signing this AGREEMENT;

       

                   
B.       He
has been given twenty-one (21) days after the effective date hereof within which
to consider the waivers included in this AGREEMENT.  If EMPLOYEE
chooses to sign the AGREEMENT at any time prior to that date, it is agreed that
EMPLOYEE signs willingly and voluntarily and expressly waives his right to
wait the entire twenty-one (21) day period as provided in the
law.  EMPLOYEE agrees that any changes to this Agreement do not
restart the running of the twenty-one (21) day period;

       

                   
C.      EMPLOYEE
has seven (7)
days after signing this
AGREEMENT to revoke it.  This AGREEMENT will not become effective or
enforceable until the revocation period has expired.  Any notice of
revocation of the AGREEMENT is effective only if given to Thomas M. Zulim,
Senior Vice President, Human Resources (at the delivery address of COMPANY set
forth in Section 15 below), in writing by the close of business at 5:00 p.m. on
the seventh (7th) day after the signing of this AGREEMENT; and

       

                    
D.      EMPLOYEE
agrees that he is receiving, pursuant to this AGREEMENT, consideration that is
in addition to any that he may be entitled to pursuant to his at will employment
with COMPANY and/or its affiliates.

      


      Section
6.        Proprietary and Confidential
Information. EMPLOYEE agrees and acknowledges that, because of his
employment with COMPANY, he has acquired information regarding COMPANY’s and/or
COMPANY AFFILIATEs’ trade secrets and/or proprietary and confidential
information related to COMPANY’s and/or COMPANY AFFILIATEs’ past, present or
anticipated business (collectively “Confidential
Information”).  EMPLOYEE will take all steps and precautions to insure
that the COMPANY’s and/or COMPANY AFFILIATEs’ Confidential Information is kept
secret and confidential for the sole use and benefit of
COMPANY.  EMPLOYEE will follow COMPANY’s instructions regarding
handling of Confidential Information.  Therefore, except as may be
required by law, EMPLOYEE acknowledges that EMPLOYEE will not, at any time,
disclose to others, permit to be disclosed, use, permit to be used, copy or
permit to be copied, any Confidential Information acquired during his employment
with COMPANY unless such Confidential Information has ceased to be confidential
other than through an action or inaction of EMPLOYEE in violation of this
paragraph. EMPLOYEE agrees that in the event of an actual or threatened breach
by EMPLOYEE of the provisions of this paragraph, COMPANY shall be entitled to
inform all potential or new employers of this AGREEMENT.

      


      Section
7.        Non-solicitation of
COMPANY’s
employees and customers.  EMPLOYEE agrees not to solicit or
help solicit, directly or indirectly, any employees or customers of the COMPANY
or any COMPANY AFFILIATE to cease employment or to cease or curtail doing
business with the COMPANY or any COMPANY AFFILIATE.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      Section
8.         Amendments.  This
AGREEMENT may only be amended in writing signed by EMPLOYEE and an authorized
officer of the COMPANY.

      


      Section
9.         Confidentiality.  EMPLOYEE
agrees that he or any persons acting on his behalf will not, directly or
indirectly, speak about, disclose or in any way, shape or form, communicate to
anyone, except as permitted in this Section, the terms of this AGREEMENT or the
consideration received from the COMPANY.  EMPLOYEE agrees that the
above described information may be disclosed only as follows:

       

      A.  to the
extent as may be required by law to support the filing of EMPLOYEE’s income tax
returns;

       

      B.  to the extent as may be compelled by
legal process;

       

      C.   to
the extent necessary to EMPLOYEE’s legal or financial advisors, but only after
such person to whom the disclosure is to be made agrees to maintain the
confidentiality of such information and to refrain from making further
disclosures or use of such information; or

       

      D.  to the
extent necessary to enforce or comply with this AGREEMENT.

      


      Section
10.       Non-disparagement.  EMPLOYEE
agrees that he will not disparage, criticize, condemn or impugn the business or
personal reputation or character of  COMPANY or any COMPANY AFFILATE,
or any of the actions which are, have been or may be taken by the COMPANY with
respect to or based upon matters, events, facts or circumstances arising or
occurring prior to the date of execution of this AGREEMENT.  In
response to inquiries by potential employers, EMPLOYEE may respond that he
resigned.  Further inquiries by a potential employer to COMPANY or any
COMPANY AFFILIATE shall be met with advice of the dates of EMPLOYEE’s
employment, his job title and functions in factually accurate
terms.  Neither COMPANY nor any COMPANY AFFILIATE shall have any
obligation to respond to any inquiries from prospective employers unless they
are made in writing and addressed specifically to COMPANY and in response to
such inquiries shall not be obligated to provide any information other than to
confirm dates of employment and job title.  COMPANY shall not make any
unfavorable or unflattering statements in public about
EMPLOYEE.  COMPANY agrees that it will not disparage, criticize,
condemn or impugn the business or personal reputation or character of
EMPLOYEE.

      


      Section
11.       Cooperation.  EMPLOYEE
shall cooperate with COMPANY and any COMPANY AFFILIATEs to the extent reasonably
required by COMPANY or such COMPANY AFFILIATEs in all matters relating to the
winding up of his pending work on behalf of COMPANY or such COMPANY AFFILIATEs,
the orderly transfer of any such pending work and any litigation matters related
to his work on behalf of the COMPANY or COMPANY AFFILIATEs.  COMPANY
hereby agrees to indemnify EMPLOYEE in connection with all such
lawful actions which EMPLOYEE shall take after the effective date hereof in
performing such cooperation requested by COMPANY or such COMPANY
AFFILIATEs.  EMPLOYEE agrees to immediately notify COMPANY, if he is
served with legal process to compel him to disclose any information related to
his employment with COMPANY or one or more COMPANY AFFILIATEs, unless prohibited
to do so by law.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        


         

        


      

      Section
12.      Documents.  EMPLOYEE
agrees to deliver at the termination of employment all correspondence,
memoranda, notes, records, data, or information, analysis, or other documents
and all copies thereof, including information in electronic form, which are
related in any manner to the past, present or anticipated business
of  COMPANY or any COMPANY AFFILIATEs.

      


      Section
13.       Forfeiture of Unvested
Grants or Awards of Phantom Units, Restricted Units, Options, Profits Interests
and any Other Interests Under Long-Term Incentive
Plans.  EMPLOYEE acknowledges and agrees that, pursuant to, and
consistent with, the terms of (i) any  grant, grants, award or awards
to EMPLOYEE by COMPANY or any COMPANY AFFILIATEs of (a) restricted or phantom
Common Units of Enterprise Products Partners L.P. (“EPD”), and/or TEPPCO
Partners L.P. (”TPP”),  (b) options to acquire Common Units of EPD
and/or TPP, and/or (c) any other interests under any of the long-term incentive
plans listed on Exhibit A attached hereto  and/or (ii) any agreement
pursuant to which EMPLOYEE has any profits interests in any partnership (general
or limited) which owns Common Units of EPD,  Enterprise GP Holdings
L.P. and/or TPP, including without limitation, the
partnerships  listed on Exhibit A attached hereto, are automatically
forfeited as of such effective date of resignation and EMPLOYEE has, and shall
have, no rights or interests therein, except to the extent that such restricted
or phantom Common Units, options, other interests and/or profits interests have
vested as of the effective date of resignation provided in Section 3 of this
AGREEMENT (other than any interests granted or awarded under the Texas Eastern
Products Pipeline Company, Retention Incentive Compensation Plan dated effective
as of January 1, 1999, which interests, if any, whether vested or unvested, are
automatically forfeited as of such effective date of resignation and EMPLOYEE
has, and shall have, no rights or interests therein).

      


      Section
14.       Enforcement of Agreement and
Release.  Should any provisions of this AGREEMENT be held to be
invalid or wholly or partially unenforceable, such holdings shall not invalidate
or void the remainder of this AGREEMENT.  Portions held to be invalid
or unenforceable shall be revised and reduced in scope as to be valid and
enforceable, or if such is not possible, then such portion shall be deemed to
have been wholly excluded with the same force and effect as if they had never
been included herein.

      


      Section
15.       Notices.  Any
notice, request, demand, waiver or consent required or permitted hereunder shall
be in writing and shall be given (i) by prepaid registered or certified mail,
with return receipt requested, addressed as follows or (ii) personally delivered
at the following address:

      For
COMPANY:

      


      EPCO,
Inc.

      


      If by
mail:

      


      Post
Office Box 4735

      Houston,
Texas 77210-4735

      


      If by
delivery:


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      1100
Louisiana Street, Suite 1000

      Houston,
Texas 77002-5227

      


      Attn:
Thomas M. Zulim

                Senior
Vice President, Human Resources

      


      


      For
EMPLOYEE:

      


      William
G. Manias

      3923
Marquette

      Houston,
Texas 77005


       

                     
The date of any such notice and of such service thereof shall be deemed to be
the date of mailing.  Each party may change its address for the
purpose of notice by giving notice to the other in writing.

      


      Section
15.        Choice of
Law.  It is agreed that the laws of Texas shall govern this
AGREEMENT.

      


      Section
16.        Remedies. The Parties agree that,
because damages at law for any breach or nonperformance of this AGREEMENT by
EMPLOYEE, while recoverable, will be irreparable and inadequate, this AGREEMENT
may be enforced in equity by specific performance, injunction, or
otherwise.  Should any provisions of this AGREEMENT be held to be
invalid, such holdings shall not invalidate or void the remainder of this
AGREEMENT.  EMPLOYEE shall be entitled to enforce his rights and
COMPANY’s obligations under this Agreement by any and all applicable actions at
law or equity.  In addition to other remedies available to it, COMPANY
shall be entitled to petition an appropriate court for temporary restraining
orders and temporary and permanent injunctions without the necessity of proving
actual damages to prevent a breach or contemplate a breach by EMPLOYEE of any
provision of this Agreement since COMPANY will have no adequate remedy at
law.  The amount for the bond to be posted if an injunction is sought
by COMPANY shall be $1,000.00 (One Thousand and no/100
Dollars).  COMPANY shall also be entitled to recover its costs and
attorneys’ fees incurred in enforcing this Agreement.

       

      IN
WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS AGREEMENT AND RELEASE EFFECTIVE
AS OF JANUARY 15, 2009.

       

       

      
      

       

      
        
          	 By:                        
      	/s/ William G.
      Manias                                  
      	 January 19,
      2009            
      	 
	 	
                  William G.
      Manias

                	
                  Date

                	 


        

      

       

      EPCO,
INC.

       

      
        
          	 By:                        
      	/s/ Thomas M.
      Zulim                                  
       	 January 15,
      2009            
      	 
	 	
                  Thomas M.
      Zulim

                	
                  Date

                	 
	 	Senior Vice
      President 	 	 


        

      

      
      


      
        
           


        

        
           


          
            

          

        

        
           


        

      



      Exhibit
A

      


      Long-Term
Incentive Plans & Partnerships

      


      
        
          
            	
                     

                    A.
      Long-Term Incentive Plans

                     

                  	 
      
	
                    Enterprise
      Products 1998 Long-Term Incentive Plan

                  	
                    Amended
      and Restated as of November 5, 2007

                  
	
                    2008
      Enterprise Products Long-Term Incentive Plan

                  	
                    Amended
      and Restated May 2, 2008

                  
	 
      	 
      
	
                    Enterprise
      Products Company 2005 EPE Long-Term Incentive Plan

                  	
                    Amended
      and Restated (no date)

                  
	 
      	 
      
	
                    Texas
      Eastern Products Pipeline Company, Retention Incentive Compensation
      Plan

                  	
                    Effective
      January 1, 1999

                  
	
                    Texas
      Eastern Products Pipeline Company, LLC 2000 Long-Term Incentive
      Plan

                  	
                    Amended
      and Restated January 1, 2003

                  
	
                    Texas
      Eastern Products Pipeline Company, LLC 2005 Phantom Unit
    Plan

                  	
                    Effective
      January 1, 2005

                  
	
                    EPCO,
      Inc. 2006 TPP Long-Term Incentive Plan

                  	 
      
	
                     

                    B.  Partnerships

                     

                  	 
      
	
                    EPE
      Unit L.P.

                  	 
      
	
                    EPE
      Unit II, L.P.

                  	 
      
	
                    EPE
      Unit III, L.P.

                  	 
      
	
                    Enterprise
      Unit L.P.

                  	 
      
	
                    EPCO
      Unit L.P.

                  	 
      
	 
      	 
      
	
                    TEPPCO
      Unit L.P.

                  	 
      
	
                    TEPPCO
      Unit II L.P.