Boardwalk Pipeline Partners, LP Long-Term Incentive Plan [FORM OF] Grant of Phantom Units with DERs
EXHIBIT
10.10
Long-Term
Incentive Plan
[FORM
OF] Grant of Phantom Units
with
DERs
Grantee:_______________________________
Grant
Date:______________________________,200
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1.
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Grant
of Phantom Units with DERs.
Boardwalk Pipeline Partners,
LP
(the “Partnership”) hereby grants to you ______ Phantom Units under the
Boardwalk Pipeline Partners Long-Term Incentive Plan (the “Plan”) on the
terms and conditions set forth herein. This grant of Phantom Units
includes a tandem grant of DERs with respect to each Phantom Unit.
The
Partnership shall establish a DER bookkeeping account for you with
respect
to each Phantom Unit granted that shall be credited with an amount
equal
to any cash distributions made by the Partnership on a Common Unit
during
the period such Phantom Unit is outstanding. 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. A copy of the Plan is attached hereto. 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.
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2.
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Vesting. Except
as otherwise provided in Paragraph 3 below, the Phantom Units granted
hereunder shall vest on the anniversary of the Grant Date as
follows:
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Anniversary
of
Grant
Date
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Cumulative
Vested
Percentage
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prior
to 2nd anniversary
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0%
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on
2nd anniversary
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50%
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on
3rd anniversary
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100%
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Upon
vesting of a Phantom Unit, the amount credited to your tandem DER account with
respect to such Phantom Unit shall also vest. If a Phantom Unit is forfeited,
the amount credited to your tandem DER account with respect to such Phantom
Unit
shall be similarly forfeited.
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3.
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Events
Occurring Prior to Full Vesting.
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(a)
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Death,
Disability or Retirement.
If your employment with the Partnership or an Affiliate terminates
as a
result of your death, a disability that entitles you to benefits
under the
Partnership’s or an Affiliate’s long-term disability plan or on or after
you qualify for retirement, the Phantom Units then held by you
automatically will become fully vested upon such termination. As
used
herein, “retirement” means your termination of employment on or after age
65 other than for “cause,” as defined below, or your termination of
employment other than for cause, with the consent of the Committee,
on or
after reaching age 60.
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(b)
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Involuntary
Termination for Cause.
If your employment with the Partnership is terminated by the Partnership
other than for cause, the Phantom Units then held by you automatically
will become fully vested upon such termination. As used herein, “cause”
shall have the meaning set forth in the employment or engagement
agreement
between a Participant and the Partnership or any Affiliate thereof,
if
such an agreement exists and contains a definition of cause; otherwise
cause shall mean (1) conviction of the Participant for committing
a felony
under federal law or the law of the state in which such action occurred,
(2) dishonesty in the course of fulfilling a Participant’s employment,
engagement or directorial duties, (3) willful and deliberate failure
on
the part of a Participant to perform the Participant’s employment,
engagement or directorial duties in any material respect or (4) such
other
events as shall be determined in good faith by the Committee. The
Committee shall, unless otherwise provided in an Award Agreement
or
employment agreement with the Participant, have the sole discretion
to
determine whether cause exists, and its determination shall be
final.
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(c)
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Other
Terminations.
If your employment with the Partnership terminates for any reason
other
than as provided in Paragraphs 3(a) and (b) above, all unvested Phantom
Units then held by you automatically shall be forfeited without payment
upon such termination.
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(d)
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Change
of Control.
All outstanding Phantom Units held by you automatically shall become
fully
vested upon a Change of Control.
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For
purposes of this Paragraph 3, except to the extent provided otherwise by Section
409A of the Code or regulations thereunder, “a termination of employment with
the Partnership” shall not include a change of status between any of the
following: an Employee or a Director of, or a Consultant to, the Partnership
or
an Affiliate of the Partnership.
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4.
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Payment.
As soon as administratively practicable after the date of the vesting
of a
Phantom Unit, the Partnership or an Affiliate shall pay you an amount
of
cash equal to the sum of the Fair Market Value of the Unit on the
vesting
date and the vested amount then credited to your tandem DER account,
less
any taxes the Partnership or the Affiliate is required to withhold
from
such payment.
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5.
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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.
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6.
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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.
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7.
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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 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.
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8.
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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 General
Partner.
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9.
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Governing
Law.
This
grant shall be governed by, and construed in accordance with, the
laws of
the State of Delaware, without regard to conflicts of laws principles
thereof.
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BOARDWALK
PIPELINE PARTNERS, L.P.
by
its general partner, Boardwalk GP, LP
by
its general partner, Boardwalk GP, LLC
By:_____________________________________
Name:___________________________________
Title:___________________________________