exv10w2



 







Exhibit 10.2




Williams Partners GP LLC

Long-Term Incentive Plan




Grant of Restricted Units




Grantee                                                                                 




Grant Date                                                             , 200___





	1.	 	Grant of Restricted Units. Williams Partners GP LLC (the “Company”) hereby grants to you
                     Restricted Units under the Williams Partners GP LLC 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.	 	Regular Vesting. Except as otherwise provided in Section 3 below, the Restricted Units
granted hereunder shall vest (in installments if applicable) in accordance with the following
schedule:





	 	 	 	 	 
	 	 	 	 	Cumulative Vested
	Vesting Date	 	Vested Increment	 	Percentage
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 






	 	 	You are entitled to receive all cash distributions made with respect to Restricted Units
registered in your name and are entitled to vote such Restricted Units, unless and until the
Restricted Units are forfeited. Such cash distribution shall be made without interest no
later than on the first day of the month next following the month in which cash
distributions are made to Unitholders.
	 
	 	 	The number of Restricted Units that vest as of each date described above will be rounded
down to the nearest whole Restricted Unit, with any remaining Restricted Units to vest with
the final installment. Your employment with the Company must be continuous from the date of
the grant through the applicable vesting date in order for the Award to become vested with
respect to additional Units on such date.
	 
	3.	 	Events Occurring Prior to Regular Vesting.






	 	(a)	 	Death or Disability. If your employment with the Company terminates as a result
of your death or a disability (within the meaning of Section 22(e)(3) of the Internal
Revenue Code of 1986, as amended and in effect from time to time (the “Code”)), the
Restricted Units then held by you automatically will become fully vested upon such
termination.





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	 	(b)	 	Termination by the Company other than for Cause. If your employment is
terminated by the Company for any reason other than “Cause,” as determined by the
Company, the Restricted Units then held by you automatically will become fully vested
upon such termination.
	 
	 	(c)	 	Other Terminations. Except as provided in Section 3 hereof, if you terminate
from the Company for any reason other than as provided in Sections 3(a) and (b) above,
all unvested Restricted Units then held by you automatically shall be forfeited without
payment upon such termination.
	 
	 	(d)	 	Change of Control. All outstanding Restricted Units held by you automatically
shall become fully vested upon a Change of Control.






For purposes of this Section 3, “employment with the Company” shall include being an
employee of or a director or consultant to the Company or an Affiliate.




For purposes of this Section 3, “Cause” is defined as:




(1) an act by the Grantee of willful misrepresentation, fraud or willful dishonesty intended
to result in substantial personal enrichment at the expense of the Company or an Affiliate;




(2) the Grantee’s willful misconduct with regard to the Company or an Affiliate that is
intended to have a material adverse impact on the Company or an Affiliate;




(3) the Grantee’s material, willful and knowing violation of Company or Affiliate guidelines
or policies or the Grantee’s fiduciary duties which has or is intended to have a material
adverse impact on the Company or an Affiliate;




(4) the Grantee’s willful or reckless behavior in the performance of his or her duties which
has a material adverse impact on the Company or an Affiliate;




(5) the Grantee’s willful failure to perform his or her duties or to follow a written
direction of the Chairman or the board of directors of the Company;




(6) the Grantee’s conviction of, or pleading nolo contendere or guilty to, a felony; or




(7) any other willful material breach by the Grantee of his or her obligations to the
Company or an Affiliate that, if curable, is not cured within 20 days of receipt of written
notice from the Company or an Affiliate.




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






          The Units evidenced by this certificate have been issued pursuant to an
agreement made as of                                         , 200___, a copy of which is attached hereto
and incorporated herein, between Williams Partners GP LLC (the



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“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 which you may acquire upon
vesting of this award will not be sold or otherwise disposed of in any manner which 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 Committee 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 Tax. 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 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 issuance of an unrestricted Common Unit
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.





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	8.	 	Code Section 83(b) Election. You shall be permitted to make an election under Section 83(b)
of the Code, to include an amount in income in respect of the Award of Restricted Units in
accordance with the requirements of Section 83(b) of the Code.
	 
	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 constitutes the entire agreement of the parties with regard
to the subject matter hereof, and contains 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. 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.
	 
	11.	 	Governing Law. This grant shall be governed by, and construed in accordance with, the laws of
the State of Oklahoma, without regard to conflicts of laws principles thereof.





	 	 	 	 	 	 	 	 	 	 	 
	Williams Partners GP LLC	 	 	 	Grantee	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 






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