Form of Grant of Phantom Units with DERs



 Exhibit 4.2 
 Regency Energy Partners LP 
 2011 Long-Term Incentive Plan 

Grant of Phantom Units 
 with DERs 
  

					
			
	Grantee	  		  	
			
	Grant Date	  	                    , 20        
	  	

  

	1.	Grant of Phantom Units with DERs. Regency GP LLC (the “Company”), the general partner of Regency GP LP, the general partner of Regency Energy
Partners LP (the “Partnership”), hereby grants to you             Phantom Units under the Regency Energy Partners LP 2011 Long-Term Incentive Plan (the “Plan”) on the
terms and conditions set forth herein (the “Agreement”) and in the Plan. This grant of Phantom Units includes a tandem DER grant with respect to each Phantom Unit. 


 

	2.	Vesting. Subject to Paragraph 3 below, the Phantom Units granted hereunder shall vest on each vesting date as follows: 


 

							
	  	 	 Vesting
Date
	  	 Cumulative
Vested Percentage
	  	  
		 	 December 5, 2012
	  	20%	  	
		 	 December 5, 2013
	  	40%	  	
		 	 December 5, 2014
	  	60%	  	
		 	 December 5, 2015
	  	80%	  	
		 	 December 5, 2016
	  	100%	  	

  

	3.	Events Occurring Prior to Full Vesting. 

  

	 	(a)	Death or Disability. If, prior to a vesting date, your employment with the Company terminates as a result of your death or a disability that entitles you
to benefits under the Company’s long-term disability plan, all Phantom Units then credited to you automatically will become fully vested upon such termination. 


 

	 	(b)	Other Terminations. If, prior to a vesting date, your employment with the Company terminates for any reason other than as provided in Paragraph 3(a)
above, all Phantom Units then credited to you automatically shall be forfeited without payment upon such termination. 

  

	 	(c)	Change of Control. Upon a Change of Control, all outstanding Phantom Units then credited to you automatically shall become fully vested.









 For purposes of this Agreement, “employment with the Company” means being an
Employee, Consultant or Director of the Company or any Affiliate and a change of status between being an Employee, Consultant or Director of the Company and/or any Affiliate(s) of the Company shall not constitute a “termination of employment
with the Company.” 
  

	4.	Payments. 

  

	 	(a)	Phantom Units. Subject to Paragraph 5, on, or as soon as practical, and not later than 15 days, following, the vesting date of a Phantom Unit, the Company
shall pay you either, in its sole discretion, (i) an amount of cash equal to the Fair Market Value of a Unit on the vesting date or (ii) one Unit. If more than one Phantom Unit vests on the same date, the Company may pay such vested
Phantom Units in any combination of cash and Units as the Company, in its discretion, elects. 

  

	 	(b)	DERs. Subject to Paragraph 5, on, or as soon as practical, and not later than 15 days following, the date a cash distribution is made by the Partnership
with respect to a Unit during the period a Phantom Unit remains credited to you under this Agreement (i.e., the Phantom Unit granted to you has not been paid or forfeited), the Company shall pay you, with respect to each such remaining Phantom Unit,
an amount of cash equal to the amount of cash that was distributed by the Partnership with respect to a Unit. 

  

	5.	Withholding of Taxes. To the extent that the vesting or payment of a Phantom Unit results in the receipt of compensation by you with respect to which the
Company or one of its Affiliates has a tax withholding obligation pursuant to applicable law, you must make arrangements to satisfy such tax withholding obligations in full by (a) directing the Company or such Affiliate to withhold or
“net” Units otherwise to be delivered to you pursuant to this Award with a Fair Market Value on the date of withholding equal to the Company’s or such Affiliate’s tax withholding obligations under applicable law based on the
applicable minimum statutory withholding rates; (b) delivering to the Company or such Affiliate such amount of cash as the Company or such Affiliate may require to meet its minimum tax withholding obligations under applicable law;
(c) making other arrangements acceptable to the Company; or (d) any combination of (a), (b) and/or (c). No payment of a vested Phantom Unit shall be made pursuant to this Agreement until you have paid or made arrangements to satisfy
in full the applicable tax withholding requirements with respect to such event. The payment of cash to you with respect to a DER will be treated as compensation for tax purposes and the Company will withhold from such cash the amount necessary to
satisfy its applicable tax withholding requirements with respect to such payment. 

  

	6.	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 or a qualified domestic relations order and shall not be subject to execution, attachment or any 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 or any attachment or similar process upon such rights, such rights shall immediately become
null and void. 


  
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	7.	Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Partnership and upon any person
lawfully claiming under you. 

  

	8.	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 Phantom Units and DERs 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. 

  

	9.	Modifications. Any modification of this Agreement shall be effective only if it is in writing and signed by both you and an authorized individual on
behalf of the Partnership. 

  

	10.	Conflicts. In the event of any conflict between the terms of this Agreement and the Plan, which is incorporated herein by reference as a part of this
Agreement, the terms of 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. 


 

	11.	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. 

  

	12.	Execution Required. By signing below, you agree that this grant is under and governed by the terms and conditions of the Plan, including the terms and
conditions set forth in this Agreement. If you do not execute this Agreement and return it to the Company within 30 days of the Grant Date, this Award shall be null and void for all purposes ab initio. 


 

					
	 REGENCY ENERGY PARTNERS LP
  

By: Regency GP LP, general partner
 By:
Regency GP LLC, general partner

			
		 	By:	 	 
		 		 	Michael J. Bradley
		 		 	President and Chief Executive Officer
	
	GRANTEE
	
	 



  
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