EX 10.4


 Exhibit 10.4 
 TALLGRASS MLP GP, LLC 
 LONG-TERM INCENTIVE PLAN 

 

	1.	Purpose of the Plan. 

 The
Tallgrass MLP GP, LLC Long-Term Incentive Plan (the “Plan”) has been adopted by Tallgrass MLP GP, LLC, a Delaware limited liability company (the “Company”), the general partner of Tallgrass Energy Partners, LP, a
Delaware limited partnership (the “Partnership”), and is intended to promote the interests of the Partnership and the Company and their Affiliates (as defined below) by providing to employees, consultants, and directors of the
Company and its Affiliates who perform services for or on behalf of the Partnership or its Affiliates incentive compensation awards for superior performance that are based on Units (as defined below). The Plan is also contemplated to enhance the
ability of the Company and its Affiliates to attract and retain the services of individuals who are essential for the growth and profitability of the Partnership and its subsidiaries and to encourage them to devote their best efforts to advancing
the business of the Partnership and its subsidiaries. 
  

	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 a Unit, Restricted Unit, Equity Participation Unit, Option, Unit Appreciation Right or DER
granted under the Plan. 
 “Award Agreement” means the written agreement or other instrument by
which an Award shall be evidenced. 
 “Board” means the Board of Directors of the Company.

 “Change of Control” means, and shall be deemed to have occurred upon the occurrence of one or
more of the following events: (i) any Person or group, other than Tallgrass GP Holdings, LLC (“Parent”) or its Affiliates, becomes the owner, by way of merger, consolidation, recapitalization, reorganization or otherwise, of
50% or more of (A) the combined voting power of the equity interests in the Company or (B) the general partner interests in the Partnership (excluding incentive distribution rights), (ii) the limited partners of the Partnership
approve, in one or a series of transactions, a plan of complete liquidation of the Partnership or (iii) the sale or other disposition by the Partnership of all or substantially all of its assets in one or more transactions to any person other
than the Company or an Affiliate of the Company. 






 Anything in this definition to the contrary notwithstanding, with respect to
any Award intended to be compliant with Section 409A of the Code, no Change of Control shall be deemed to have occurred unless such event constitutes an event specified in Section 409A(a)(2)(A)(v) of the Code and the Treasury Regulations
promulgated thereunder. 
 “Code” means the Internal Revenue Code of 1986, as amended.

 “Committee” means the Compensation Committee of the Board or, if none, the Board or such
committee of the Board, if any, as may be appointed by the Board to administer the Plan. 

“Consultant” means an individual, other than an Employee or a Director, providing bona fide services to
the Partnership or any of its Affiliates as a consultant or advisor, as applicable, provided that such individual is a natural person. 
 “DER” or “Distribution Equivalent Right” means a right to receive an amount in cash or additional Awards equal to the cash distributions made by the Partnership with
respect to a Unit during a specified period. 
 “Director” means a member of the Board who is
not an Employee. 
 “Employee” means any employee of the Company or an Affiliate who performs
services for the Partnership or its Affiliates, including, without limitation, employees of Tallgrass Management, LLC or any successor. 
 “Equity Participation Unit” means a phantom (notional) unit granted under the Plan which entitles the Participant to receive, in the discretion of the Committee, a Unit or an amount of
cash equal to the Fair Market Value of a Unit. 
 “Exchange Act” means the Securities Exchange
Act of 1934, as amended. 
 “Fair Market Value” of a Unit means the closing sales price of a
Unit on the principal national securities exchange or other market in which trading in Units occurs 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 traded on a national securities exchange or other market 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 and in compliance with Section 409A of the Code. Notwithstanding the foregoing, with respect to an Award granted on the effective date of the initial public
offering of Units, Fair Market Value on such date shall mean the initial offering price per Unit as stated on the cover page of the prospectus which is part of the registration statement on Form S-1 for such offering. 

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

  
 -2-








 “Participant” means any Employee, Consultant or Director
granted an Award under the Plan. 
 “Person” means an individual or a corporation, limited
liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity. 

“Restricted Period” means the period established by the Committee with respect to an Award during which
the Award remains nontransferable and subject to forfeiture or is either not exercisable by or payable to the Participant, as the case may be. 
 “Restricted Unit” means a Unit granted under the Plan that is subject to a Restricted Period. 
 “SEC” means the Securities and Exchange Commission, or any successor thereto. 
 “UAR” or “Unit Appreciation Right” means an Award that, upon exercise, entitles the holder to receive, in cash or Units in the discretion of the Committee, the excess of
the Fair Market Value of a Unit on the exercise date over the exercise price established for such Unit Appreciation Right. 
 “Unit” means a common unit of the Partnership. 
  

	3.	Administration. 

 (a)
General. The Plan shall be administered by 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 or Equity Participation Units to be covered by Awards;
(iv) determine the terms and conditions of any Award (including but not limited to performance requirements for such 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. The Committee may, in its discretion,
provide for the extension of the exercisability of an Award, accelerate the vesting or exercisability of an Award, eliminate or make less restrictive any restrictions applicable to an Award, waive any restriction or other provision of this Plan or
an Award or otherwise amend or modify an Award or Award Agreement in any manner that is either (i) not adverse to the Participant to whom such Award was granted or (ii) consented to by such Participant. 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 of any Award. No member of the Committee or officer of the Company to whom the Committee has delegated authority in


  
 -3-








 
accordance with the provisions of Section 3(b) of this Plan shall be liable for anything done or omitted to be done by him or her, by any member of the Committee or by any officer of the
Company in connection with the performance of any duties under this Plan, except for his or her own willful misconduct. 
 (b)
Delegation. Following the authorization of a pool of Units to be available for Awards, the Board or the Committee may authorize a committee of one or more members of the Board to grant individual Awards from such pool pursuant to such
conditions or limitations as the Board or the Committee may establish. The Committee may delegate to the Chief Executive Officer and to other employees of the Company its administrative duties under this Plan (excluding its granting authority)
pursuant to such conditions or limitations as the Committee may establish. The Committee may engage or authorize the engagement of a third party administrator to carry out administrative functions under the Plan. 

 

	4.	Units. 

 (a) Limits on
Units Deliverable. Subject to adjustment as provided in Section 4(c), the maximum number of Units that may be delivered or reserved for delivery or underlying Awards in the aggregate issued under the Plan is 10,000,000. If any Award
expires, is canceled, exercised, paid or otherwise terminates without the delivery of Units, then the Units covered by such Award, to the extent of such expiration, cancellation, exercise, payment or termination, shall again be Units with respect to
which Awards may be granted. Units that are delivered by a Participant in satisfaction of the exercise or other purchase price of an Award or the tax withholding obligations associated with an Award or are withheld to satisfy the Company’s tax
withholding obligations are available for delivery pursuant to other Awards. The Committee may from time to time adopt and observe such rules and procedures concerning the counting of Units against the Plan maximum or any sublimit as it may deem
appropriate, including rules more restrictive than those set forth above to the extent necessary to satisfy the requirements of any national stock exchange on which the Units are listed or any applicable regulatory requirement. The Board, the
Committee and the appropriate officers of the Company are authorized to take from time to time whatever actions are necessary, and to file any required documents with governmental authorities, stock exchanges and transaction reporting systems to
ensure that Units are available for issuance pursuant to Awards. 
 (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, common units already owned by the Company, common units acquired by the Company directly from the Partnership or any other person or any
combination of the foregoing. 
 (c) Adjustments. In the event 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, 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, 

  
 -4-








 
and (iii) the grant or exercise price with respect to any Award, or make provision for a cash payment to the holder of an outstanding Award; provided, that the number of Units subject to any
Award shall always be a whole number. No adjustment pursuant to this Section 4(c) shall be made in a manner that results in noncompliance with the requirements of Section 409A of the Code, to the extent applicable. 

 

	5.	Eligibility. 

 Any
Employee, Consultant or Director shall be eligible to be designated a Participant and receive an Award under the Plan. 
  

	6.	Awards. 

 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. 

(a) Unrestricted Units. The Committee shall have the discretion to determine the Employees, Consultants and Directors to whom
unrestricted Units shall be granted and the number of Units to be granted. All unrestricted Units granted shall be fully vested upon grant and shall not be subject to forfeiture. 

(b) Restricted Units. The Committee shall have the authority to determine the Employees, Consultants and Directors to whom
Restricted Units shall be granted, the number of Restricted Units to be granted to each such Participant, the Restricted Period, the conditions under which the Restricted Units may become vested or forfeited, and such other terms and conditions as
the Committee may establish with respect to such Awards. To the extent provided by the Committee, in its discretion, a grant of Restricted Units may provide that 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 and, if restricted, such distributions shall be held, without interest, until the Restricted Unit vests or is forfeited with the accumulated distributions being paid or
forfeited at the same time, as the case may be. Absent such a restriction on the distributions in the Award Agreement, distributions during the Restricted Period shall be paid to the holder of the Restricted Unit without restriction. 

(c) Equity Participation Units. The Committee shall have the authority to determine the Employees, Consultants and Directors to
whom Equity Participation Units shall be granted, the number of Equity Participation Units to be granted to each such Participant, the Restricted Period, the time or conditions under which the Equity Participation Units may become vested or
forfeited, which may include, without limitation, the accelerated vesting upon the achievement of specified performance goals, and such other terms and conditions as the Committee may establish with respect to such Awards, including whether DERs are
granted with respect to such Equity Participation Units. 

  
 -5-








 (d) Options. The Committee shall have the authority to determine the Employees,
Consultants and Directors to whom Options shall be granted, the number of Units to be covered by each Option, whether DERs are granted with respect to such Option, the purchase price therefor and the conditions and limitations applicable to the
exercise of the Option as the Committee shall determine, that are not inconsistent with the provisions of the Plan. The term of an Option may not exceed 10 years. The purchase price per Unit purchasable under an Option shall be determined by the
Committee at the time the Option is granted, provided such purchase price may not be less than 100% of its Fair Market Value as of the date of grant. The Committee shall determine the time or times at which an Option may be exercised in whole or in
part, which may include, without limitation, accelerated vesting upon the achievement of specified performance goals, and the method or methods by which 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 broker-assisted cashless exercise through procedures approved by the Committee, delivery of previously owned Units having a Fair Market Value on the exercise date equal
to the relevant exercise price, or any combination thereof. 
 (e) Unit Appreciation Rights. The Committee shall have the
authority to determine the Employees, Consultants and Directors to whom Unit Appreciation Rights shall be granted, the number of Units to be covered by each grant and the conditions and limitations applicable to the exercise of the Unit Appreciation
Right as the Committee shall determine, that are not inconsistent with the provisions of the Plan. The exercise price per Unit Appreciation Right shall be not less than 100% of its Fair Market Value as of the date of grant. The term of a Unit
Appreciation Right may not exceed 10 years. 
 (f) Distribution Equivalent Rights. The Committee shall have the authority
to determine the Employees, Consultants and Directors to whom DERs are granted, whether such DERs are tandem or separate Awards, whether the DERs shall be paid directly to the Participant, be credited to a bookkeeping account (with or without
interest in the discretion of the Committee) the vesting restrictions and payment provisions applicable to the Award, and such other provisions or restrictions as determined by the Committee in its discretion all of which shall be specified in the
Award Agreements. 
  

	7.	Limits on Transfer of Awards. 

 Each Award shall be exercisable or payable only to the Participant during the Participant’s lifetime, or to the person to whom the Participant’s rights shall pass by will or the laws of descent
and distribution. No Award and no right under any such Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant and any such purported assignment, alienation, pledge, attachment, sale,
transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate. Notwithstanding the foregoing, to the extent specifically provided by the Committee with respect to an Award, an Award may be transferred by a Participant
without consideration to immediate family members or related family trusts, limited partnerships or similar entities or on such terms and conditions as the Committee may from time to time establish. 

  
 -6-









	8.	Securities Restrictions. 


(a) 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. 

(b) Notwithstanding anything in the Plan or any Award Agreement to the contrary, delivery of Units pursuant to the exercise or vesting of
an Award may be deferred for any period during which, in the good faith determination of the Committee, the Company is not reasonably able to obtain Units to deliver pursuant to such Award without violating the rules or regulations of any applicable
law or securities exchange. 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 Agreement (including, without limitation, any
exercise price or tax withholding) is received by the Company. 
  

	9.	Change of Control. 


Unless specifically provided otherwise in the Award Agreement, upon a Change of Control or such time prior thereto as established by the
Committee, all outstanding Awards shall automatically vest or become exercisable in full, as the case may be. In this regard, all Restricted Periods shall terminate. 
 Except as otherwise provided in the Award Agreement, the difference between the Fair Market Value of Units on the payment date and the exercise price of an Option or UAR that is or becomes fully vested
and exercisable as of the date of a Change of Control (or any earlier date related to the Change of Control and established by the Committee) shall be paid in a single payment in Units, or cash and/or other property, or any combination of Units and
cash and/or other property, as determined by the Committee. Except as otherwise provided in the Award Agreement, any Award of Equity Participation Units or Restricted Units that pursuant to this Section 9 are deemed to have the applicable
Restriction Period lapse (and to have all applicable performance criteria achieved at the maximum level, if any) as of the date of a Change of Control (or any earlier date related to the Change of Control and established by the Committee), shall be
settled by (i) issuance of unrestricted Units based on the number of Units that were subject to the Award on the date of grant of the Award or (ii) payment of cash and/or other property equal to the Fair Market Value of a Unit on the
payout date for each Equity Participation Unit or Restricted Unit or (iii) any combination of payouts under clauses (i) and (ii) of this sentence, as determined by the Committee. Any accelerated payout pursuant to this Section 9
shall be made in a single payment within 30 days after the date of the Change of Control. 
 To the extent an Option or UAR is
not vested or exercisable, or an Equity Participation Unit or Restricted Unit does not vest, pursuant to the preceding provisions of this Section 9 or the Award Agreement upon the Change of Control, the Committee may, in its discretion, cancel


  
 -7-








 
such Award or provide for an assumption of such Award or a replacement grant on substantially the same terms; provided, however, upon any cancellation of an Option or UAR that has an exercise
price less than the Fair Market Value of a Unit as of the date of cancellation or an Equity Participation Unit or Restricted Unit, the holder shall be paid an amount in Units or cash and/or other property or any combination of cash and/or other
property, as determined by the Committee, equal to the difference between the Fair Market Value of a Unit and the exercise price if an Option or UAR or equal to the Fair Market Value of a Unit, if an Equity Participation Unit or Restricted Unit.

  

	10.	Amendment and Termination. 


Except as required by applicable law or the rules of the principal securities exchange on which the Units are traded, the Board may amend,
alter, suspend, discontinue, or terminate the Plan in any manner, including increasing the number of Units available for Awards under the Plan, without the consent of any Participant, any other holder or beneficiary of an Award or any other Person.

  

	11.	General Provisions. 

 (a)
No Rights to Award. No Person shall have any claim to be granted any Award under the Plan, 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. 
 (b) 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, other securities, or other property) of any applicable taxes payable at the minimum statutory rate 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 such Affiliate to satisfy its
withholding obligations for the payment of such taxes. 
 (c) No Right to Employment or Services. The grant of an Award
shall not be construed as giving a Participant the right to be retained as an Employee, Consultant or Director, as applicable. Further, the Company or an Affiliate may at any time dismiss a Participant from employment or service at any time.

 (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 without regard to its conflict of laws principles. 
 (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. 

  
 -8-








 (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 of such Units or such other consideration might violate any applicable law or regulation, the rules of the principal securities exchange on which
the Units are then traded, 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. 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 Partnership, Company or any participating Affiliate and a Participant or any other
Person. To the extent that any Person acquires a right to receive payments from the Partnership, Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any general unsecured creditor of the Partnership,
Company or any participating Affiliate. 
 (h) No Fractional Units. No fractional Units shall be issued or delivered
pursuant to the Plan or any Award, and the Committee shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Units or whether such fractional Units or any rights thereto shall be
canceled, terminated, or otherwise eliminated. 
 (i) Facility of 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 Partnership, Company and its Affiliates shall be relieved of any further liability for payment of such amounts. 
 (j) Gender and Number. Words in the masculine gender shall include the feminine gender, the plural shall include the singular and the singular shall include the plural. 

(k) No Guarantee of Tax Consequences. None of the Board, the Partnership, the Company, any Affiliate nor the Committee makes any
commitment or guarantee that any federal, state or local tax treatment will apply or be available to any person participating or eligible to participate hereunder. 
  

	12.	Section 409A of the Code. 

 (a) Awards made under this Plan are intended to comply with or be exempt from Section 409A of the Code, and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner
consistent with such intent. No payment, benefit or consideration shall be substituted for an Award if such action would result in the imposition of taxes under Section 409A of the Code. Notwithstanding anything in this Plan to the contrary, if
any Plan provision or Award under this Plan would result in the imposition of an additional tax under Section 409A of the Code, that Plan provision or Award shall be reformed, to the extent permissible under Section 409A of the Code, to
avoid imposition of the additional tax, and no such action shall be deemed to adversely affect the Participant’s rights to an Award. 

  
 -9-








 (b) Unless the Committee provides otherwise in an Award Agreement, each DER, Restricted Unit
or Equity Participation Unit (or portion thereof if the Award is subject to a vesting schedule) shall be settled no later than the 15th day of the third month after the end of the first calendar year in which the Award (or such portion thereof) is
no longer subject to a “substantial risk of forfeiture” within the meaning of Section 409A of the Code. If the Committee determines that a DER, Restricted Unit or Equity Participation Unit is intended to be subject to
Section 409A of the Code, the applicable Award Agreement shall include terms that are designed to satisfy the requirements of Section 409A of the Code. 
 (c) If the Participant is identified by the Company as a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code on the date on which the Participant has a
“separation from service” (other than due to death) within the meaning of Treasury Regulation § 1.409A-1(h), any Award payable or settled on account of a separation from service that is deferred compensation subject to
Section 409A of the Code shall be paid or settled on the earliest of (1) the first business day following the expiration of six months from the Participant’s separation from service, (2) the date of the Participant’s death,
or (3) such earlier date as complies with the requirements of Section 409A of the Code. 
  

	13.	Term of the Plan. 

 The
Plan has been approved by the Board and the limited partners of the Partnership effective as of May 13, 2013. The Plan shall terminate on, and no Awards may be granted after, the earliest of the date established by the Board or the Committee,
May 13, 2023 (or such earlier date, if any, required by the rules of the exchange on which Units are traded) or the date Units are no longer available for delivery pursuant to Awards under the Plan. 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 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. 

  
 -10-