As filed with the Securities and Exchange Commission on May 12, 2000.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------------------------
ENTERPRISE PRODUCTS PARTNERS L.P.
(Exact name of registrant as specified in its charter)
Delaware 76-0568219
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2727 North Loop West
Houston, Texas 77008
(Address of principal executive offices, including zip code)
ENTERPRISE PRODUCTS COMPANY 1998 LONG-TERM EXECUTIVE PLAN
ENTERPRISE PRODUCTS GP, LLC 1999 LONG-TERM EXECUTIVE PLAN
(Full title of the plan)
Richard H. Bachmann
Executive Vice President and Chief Legal Officer
2727 North Loop West
Houston, Texas 77008
(Name and address of agent for service)
713-880-6500
(Telephone number, including area code, of agent for service)
Copy to:
John T. Unger
Snell & Smith, P.C.
1000 Louisiana, Suite 1200
Houston, Texas 77002
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Proposed maximum Proposed maximum Amount of
securities to be Amount to be offering price aggregate registration
registered registered per share(1) offering price (1) fee(1)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Units of Enterprise
Products Partners L.P. 2,000,000(2) $20.8125 $41,625,000 $10,989
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933.
(2) Includes an indeterminate number of Common Units that may become issuable
pursuant to the antidilution provisions of the Plan.
<PAGE>
Part II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents are incorporated by reference in the registration
statement:
(a) The registrant's annual report on Form 10-K for the year ended
December 31, 1999.
(b) The registrant's current reports on Form 8-K dated March 2, 2000,
March 14, 2000, and March 20, 2000.
(c) The descriptions of the registrant's common units which are contained
in (i) the registrant's registration statement filed under section 12
of the Securities Exchange Act of 1934, including any amendment or
reports filed for the purpose of updating such descriptions and (ii)
the registrant's registration statement no. 333-93239 on Form S-3
filed under the Securities Act of 1933, declared effective on January
14, 2000, including any prospectus and prospectus supplement thereto.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to the registration statement which
indicates that all of the common units offered have been sold or which
deregisters all of such common units then remaining unsold, shall be deemed to
be incorporated by reference in the registration statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 17-108 of the Delaware Revised Limited Partnership Act empowers a
Delaware limited partnership to indemnify and hold harmless any partner or other
person from and against all claims and demands whatsoever. The Partnership
Agreement of Enterprise Products Partners L.P. provides that the Partnership
will indemnify (i) the General Partner, (ii) any Departing Partner, (iii) any
Person who is or was an affiliate of a General Partner or any Departing Partner,
(iv) any Person who is or was a member, partner, officer director, employee,
agent or trustee of a General Partner or any Departing Partner or any affiliate
of a General Partner or any Departing Partner, or (v) any Person who is or was
serving at the request of a General Partner or any Departing Partner or any
affiliate of any such person, any affiliate of a General Partner or any
Departing Painter as an officer, director, employee, member, partner, agent,
fiduciary or trustee of another Person ("Indemnitees"), to the fullest extent
permitted by law, from and against any and all losses, claims, damages,
liabilities (joint or several), expenses (including, without limitation, legal
fees and expenses), judgments, fines, penalties, interest, settlements and other
amounts arising from any and all claims, demands, actions, suits or proceedings,
whether civil, criminal, administrative or investigative, in which any
2
<PAGE>
Indemnitee may be involved, or is threatened to be involved, as a party or
otherwise, by reason of its status as an Indemnitee; provided that in each case
the Indemnitee acted in good faith and in a manner that such Indemnitee
reasonably believed to be in or not opposed to the best interests of the
Partnership and, with respect to any criminal proceeding, had no reasonable
cause to believe its conduct was unlawful. Any indemnification under these
provisions will be only out of the assets of the Partnership, and the General
Partner shall not be personally liable for, or have any obligation to contribute
or lend funds or assets to the Partnership to enable it to effectuate, such
indemnification. The Partnership is authorized to purchase (or to reimburse the
General Partner or its affiliates for the cost of) insurance against liabilities
asserted against and expenses incurred by such persons in connection with the
Partnership's activities, regardless of whether the Partnership would have the
power to indemnify such person against such liabilities under the provisions
described above.
The Registrant and/or the General Partner may provide liability insurance
for each director and officer of the General Partner for certain losses arising
from claims or charges made against them while acting in their capacities as
directors or officers of the General Partner, whether or not the Registrant
would have the power to indemnify such person against such liability, as
permitted by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable
ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following
exhibits is filed herewith:
3.1 Second Amended and Restated Agreement of Limited Partnership of
Enterprise Products Partners L.P. dated as of September 17, 1999
(incorporated by reference to Exhibit 4 on Form 8-K dated October 4,
1999).
3.2 First Amended and Restated Limited Liability Company Agreement of
Enterprise Products GP, LLC dated as of September 17, 1999
(incorporated by reference to Exhibit 99.8 on the Form 8-K/A-1 dated
October 27, 1999).
5.1 Opinion of Snell & Smith, A Professional Corporation.
10.1 Enterprise Products Company 1998 Long-Term Incentive Plan.
10.2 Enterprise Products GP, LLC 1999 Long-Term Incentive Plan.
10.3 Form of Option Agreement under the 1998 Long-Term Incentive Plan and
the 1999 Long-Term Incentive Plan.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Snell & Smith, A Professional Corporation (included in
Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page to this
Registration Statement).
3
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement.
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) shall not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(e) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.
(f) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim or indemnification
4
<PAGE>
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 12th day of May 2000.
ENTERPRISE PRODUCTS PARTNERS L.P.
BY: ENTERPRISE PRODUCTS G.P., LLC,
As General Partner
By: /s/ O.S. Andras
---------------------------------------
O.S. Andras
President and Chief Executive Officer
5
<PAGE>
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints O.S. Andras or Richard H. Bachmann, or either of
them, his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities set forth opposite their respective names and on the 12th day of May
2000.
Name Title
(of Enterprise Products GP, LLC)
/s/ Dan L. Duncan
- --------------------------------------
Dan L. Duncan Chairman of the Board and Director
/s/ O.S. Andras
- --------------------------------------
O.S. Andras President, Chief Executive Officer,
and Director
(Principal Executive Officer)
/s/ Randa L. Duncan
- --------------------------------------
Randa L. Duncan Group Executive Vice President and
Director
/s/ Gary L. Miller
- -------------------------------------- Executive Vice President, Chief
Gary L. Miller Financial Officer, Treasurer and
Director (Principal Financial and
Accounting Officer)
/s/ Charles R. Crisp
- --------------------------------------
Charles R. Crisp Director
/s/ Dr. Ralph S. Cunningham
- --------------------------------------
Dr. Ralph S. Cunningham Director
/s/ Curtis R. Frasier
- --------------------------------------
Curtis R. Frasier Director
/s/ Lee W. Marshall, Sr.
- --------------------------------------
Lee W. Marshall, Sr. Director
/s/ Stephen H. McVeigh
- --------------------------------------
Stephen H. McVeigh Director
6
<PAGE>
EXHIBIT INDEX
Exhibit
3.1 Second Amended and Restated Agreement of Limited Partnership of Enterprise
Products Partners L.P. dated as of September 17, 1999 (incorporated by
reference to Exhibit 4 on Form 8-K dated October 4, 1999).
3.2 First Amended and Restated Limited Liability Company Agreement of the
General Partner dated as of September 17, 1999 (incorporated by reference
to Exhibit 99.8 on the Form 8-K/A-1 dated October 27, 1999).
5.1 Opinion of Snell & Smith, A Professional Corporation.
10.1 Enterprise Products Company 1998 Long-Term Incentive Plan.
10.2 Enterprise Products GP, LLC 1999 Long-Term Incentive Plan.
10.3 Form of Option Agreement under the 1998 Long-Term Incentive Plan and the
1999 Long-Term Incentive Plan.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Snell & Smith, A Professional Corporation (included in Exhibit
5.1).
24.1 Powers of Attorney (included on the signature page to this Registration
Statement).
7
<PAGE>
EXHIBIT 5.1
-----------
[Letterhead of Snell & Smith, P.C.]
May 12, 2000
Enterprise Products Partners L.P.
2727 North Loop West
Houston, Texas 77008
Ladies and Gentlemen:
We have acted as counsel for Enterprise Products Partners L.P., a Delaware
limited partnership (the "Registrant"), with respect to certain legal matters in
connection with the registration by the Registrant under the Securities Act of
1933, as amended (the "Securities Act"), of the offer and sale of up to
2,000,000 common units of limited partner interests (the "Units"), for issuance
under the 1998 Long-Term Incentive Plan of Enterprise Products Company and the
1999 Long-Term Incentive Plan of Enterprise Products GP, LLC (the "Plans").
In connection with the foregoing, we have examined or are familiar with the
Second Amended and Restated Agreement of Limited Partnership of the Registrant
dated September 17, 1999, and the First Amended and Restated Limited Liability
Company Agreement of Enterprise Products GP, LLC, a Delaware limited liability
company and the general partner of the Registrant , the Plans, the partnership
and limited liability company proceedings with respect to the registration of
the Units, and the Registration Statement on Form S-8 filed in connection with
the registration of the Units (the "Registration Statement"), and such other
certificates, instruments, and documents as we have considered necessary or
appropriate for purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Units have been
duly authorized and when issued by the Registrant and delivered by Enterprise
Products Company pursuant to the Plans will be validly issued, fully paid, and
non-assessable.
The foregoing opinion is limited to the laws of the United States of
America and the State of Delaware. For purposes of this opinion, we assume that
the Units will be issued in compliance with all applicable state securities or
Blue Sky laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act and the rules and regulations thereunder.
Very truly yours,
Snell & Smith, A Professional
Corporation
<PAGE>
EXHIBIT 10.1
------------
ENTERPRISE PRODUCTS
1998 LONG-TERM INCENTIVE PLAN
SECTION 1. Purpose of the Plan.
--------------------
The Enterprise Products 1998 Long-Term Incentive Plan (the "Plan") is
intended to promote the interests of Enterprise Products Partners L.P., a
Delaware limited partnership (the "Partnership"), by encouraging employees and
directors of Enterprise Products Company (the "Company") and its Affiliates who
perform services for the Partnership to acquire or increase their equity
interests in the Partnership and to provide a means whereby they may develop a
sense of proprietorship and personal involvement in the development and
financial success of the Partnership, and to encourage them to remain with the
Company and its Affiliates and to devote their best efforts to the business of
the Partnership, thereby advancing the interests of the Partnership and its
partners. The Plan is also contemplated to enhance the ability of the Company
and its Affiliates to attract and retain the services of key individuals who are
essential for the growth and profitability of the Partnership.
SECTION 2. Definitions.
-----------
As used in the Plan, the following terms shall have the meanings set
forth below:
"Affiliate" means the Partnership and any entity (i) that controls, is
controlled by or is under common control with the Company or the Partnership or
(ii) in which the Company or the Partnership has a direct or indirect
significant business interest, in each case, as determined by the Committee in
its discretion.
"Award" means an Option or Restricted Unit granted under the Plan.
"Board" means the Board of Directors of the Company.
"Committee" means the Compensation Committee of the Board or such other
committee of the Board as the Board may designate to administer the Plan.
"DER" means a contingent right, granted in tandem with a specific
Award, to receive an amount in cash equal to any cash distributions made by the
Partnership with respect to a Unit during the period such Award is outstanding.
"Director" means a "non-employee director", as defined in Rule 16b-3,
of the Company.
"Employee" means any employee of the Company or an Affiliate, as
determined by the Committee.
<PAGE>
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Fair Market Value" means the closing sales price of a Unit 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 publicly traded 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.
"Option" means an option to purchase Units granted under the Plan.
"Participant" means any Employee or Director granted an Award under the
Plan.
"Person" means any individual, corporation, partnership, association,
joint-stock company, trust, unincorporated organization, government or political
subdivision thereof or other entity.
"Restricted Unit" means a phantom Unit granted under the Plan.
"Rule 16b-3" means Rule 16b-3 promulgated by the SEC under the Exchange
Act, or any successor rule or regulation thereto as in effect from time to time.
"SEC" means the Securities and Exchange Commission, or any successor
thereto.
"Unit" means a Common Unit of the Partnership.
SECTION 3. Administration.
--------------
The Plan shall be administered by the Committee. A majority of the
Committee shall constitute a quorum, and the acts of the members of the
Committee who are present at any meeting thereof at which a quorum is present,
or acts unanimously approved by the members of the Committee in writing, shall
be the acts of the Committee. Subject to the following, the Committee, in its
sole discretion, may delegate any or all of its powers and duties under the
Plan, including the power to grant Awards under the Plan, to the Chief Executive
Officer of the Company, subject to such limitations on such delegated powers and
duties as the Committee may impose. Upon any such delegation all references in
the Plan to the "Committee", other than in Section 7, shall be deemed to include
the Chief Executive Officer; provided, however, that such delegation shall not
limit the Chief Executive Officer's right to receive Awards under the Plan.
Notwithstanding the foregoing, the Chief Executive Officer may not grant Awards
to, or take any action with respect to any Award previously granted to, a person
who is an officer subject to Rule 16b-3 or a member of the Board. 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
<PAGE>
number of Units to be covered by Awards; (iv) determine the terms and conditions
of any 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. 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 thereof.
SECTION 4. Units Available for Awards.
--------------------------
(a) Units Available. Subject to adjustment as provided in Section 4(c),
the number of Units with respect to which Awards may be granted under the Plan
is 1,000,000. If any Award is forfeited or otherwise terminates or is canceled
without the delivery of Units, then the Units covered by such Award, to the
extent of such forfeiture, termination or cancellation, shall again be Units
with respect to which Awards may be granted.
(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, from any Affiliate or other Person, other than the Partnership,
or any combination of the foregoing, as determined by the Committee in its
discretion.
(c) Adjustments. In the event the Committee determines 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 such that an adjustment is determined by
the Committee to be appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan,
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, and (iii) the grant
or exercise price with respect to any Award or, if deemed appropriate, 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.
SECTION 5. Eligibility.
-----------
Any Employee and Director shall be eligible to be designated a
Participant.
<PAGE>
SECTION 6. Awards.
------
(a) Options. The Committee shall have the authority to determine the
Employees 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
Options, the exercise price therefor and the conditions and limitations
applicable to the exercise of the Option, including the following terms and
conditions and such additional terms and conditions, as the Committee shall
determine, that are not inconsistent with the provisions or intent of the Plan.
(i) Exercise Price. The purchase price per Unit purchasable
under an Option shall be determined by the Committee at the time the
Option is granted and may be equal to, greater or less than its Fair
Market Value as of the date of grant, as determined by the Committee,
in its discretion.
(ii) Time and Method of Exercise. The Committee shall
determine the time or times at which an Option may be exercised in
whole or in part, and the method or methods by which any 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 "cashless-broker" exercise (through procedures approved
by the Company), other property, a note from the Participant (in a form
and on terms acceptable to the Company, which may include such security
arrangements as the Company deems appropriate), or any combination
thereof, having a value on the exercise date equal to the relevant
exercise price.
(iii) DERs. To the extent provided by the Committee in its
discretion, an Option grant may include a tandem DER grant, which shall
provide that such DERs shall be paid currently to the Participant, be
credited to a Company bookkeeping account (with or without interest)
and be subject to the same restrictions as the tandem Option, or be
subject to such other provisions or restrictions as determined by the
Committee in its discretion.
(iv) Term. Each Option shall expire as provided in the grant
agreement for such Option.
In the event the Committee determines, in its discretion, that
Units are not readily available to the Company to pay a Participant on exercise
of an Option, in lieu of delivering Units, the Committee may direct the Company
to pay the Participant an amount in cash equal to the excess of the Fair Market
Value of a Unit and the exercise price of the Option.
(b) Restricted Units. The Committee shall have the authority to
determine the Employees and Directors to whom Restricted Units shall be granted,
the number of Restricted Units to be granted to each such Participant, the
period during which the Award remains subject to forfeiture, the conditions
under which the Restricted Units may become vested or forfeited, and such other
<PAGE>
terms and conditions as the Committee may establish with respect to such Award,
including whether DERs are granted with respect to such Restricted Units.
(i) DERs. To the extent provided by the Committee in its
discretion, a grant of Restricted Units may include a tandem DER grant,
which shall provide that such DERs shall be paid currently to the
Participant, be credited to a Company bookkeeping account (with or
without interest) and be subject to the same restrictions as the tandem
Award, or be subject to such other provisions or restrictions as
determined by the Committee in its discretion.
(ii) Lapse of Restrictions. Upon the vesting of each
Restricted Unit, the Participant shall be entitled to receive from the
Company one Unit, subject to the provisions of Section 9(b).
In the event the Committee determines, in its discretion, that
Units are not readily available to the Company to pay such Award, in lieu of
delivering Units the Committee may direct the Company to pay the Participant an
amount in cash equal to the Fair Market Value of an equal number of Units.
(c) General.
-------
(i) Awards May Be Granted Separately or Together. 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.
(ii) Limits on Transfer of Awards.
----------------------------
(A) Except as provided in (C) below, each Option
shall be exercisable only by the Participant during the
Participant's lifetime, or by the person to whom the
Participant's rights shall pass by will or the laws of descent
and distribution.
(B) Except as provided in (C) below, no Award and no
right under any such Award may be assigned, alienated,
pledged, attached, sold or otherwise transferred or encumbered
by a Participant otherwise than by will or by the laws of
descent and distribution and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance
shall be void and unenforceable against the Company or any
Affiliate.
(C) To the extent specifically provided by the
Committee with respect to an Option grant, an Option may be
transferred by a Participant without consideration to an
<PAGE>
immediate family member of the Participant on such terms and
conditions as the Committee may from time to time establish.
(iii) Unit Certificates. 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.
(iv) Consideration for Grants. Awards may be granted for no
cash consideration or for such consideration as the Committee
determines including, without limitation, such minimal cash
consideration as may be required by applicable law.
(v) Delivery of Units or other Securities and Payment by
Participant of Consideration. 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 grant
agreement (including, without limitation, any exercise price or tax
withholding) is received by the Company. Such payment may be made by
such method or methods and in such form or forms as the Committee shall
determine, including, without limitation, cash, withholding of Units,
cashless broker exercises with simultaneous sale, or any combination
thereof; provided that the combined value, as determined by the
Committee, of all cash and cash equivalents and the fair market value
of any such property so tendered to the Company, as of the date of such
tender, is at least equal to the full amount required to be paid to the
Company pursuant to the Plan or the applicable Award agreement.
SECTION 7. Amendment and Termination.
-------------------------
Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award agreement or in the Plan:
(i) Amendments to the Plan. Except as required by applicable
law or the rules of the principal securities exchange on which the
units are traded and subject to Section 7(ii) below, the Board or the
Committee may amend, alter, suspend, discontinue, or terminate the Plan
without the consent of any partner, Participant, other holder or
beneficiary of an Award, or other Person.
(ii) Amendments to Awards. The Committee may waive any
conditions or rights under, amend any terms of, or alter any Award
<PAGE>
theretofore granted, provided no change, other than pursuant to Section
7(iii), in any Award shall materially reduce the benefit to Participant
without the consent of such Participant.
(iii) Adjustment or Termination of Awards Upon the Occurrence
of Certain Events. The Committee is hereby authorized to make
adjustments in the terms and conditions of, and the criteria (if any)
included in, Awards in recognition of unusual or significant events
(including, without limitation, the events described in Section 4(c) of
the Plan) affecting the Partnership or the financial statements of the
Partnership, of changes in applicable laws, regulations, or accounting
principles, or a change in control of the Company (as determined by its
Board) whenever the Committee determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits
or potential benefits intended to be made available under the Plan.
Such adjustments may include, without limitation, accelerating the
exercisability of an Award, accelerating the date on which the Award
will terminate and/or canceling Awards by the payment of cash and/or
other property equal to the Option's positive "spread" or, if a
Restricted Unit, the value of a Unit.
SECTION 8. General Provisions.
------------------
(a) No Rights to Awards. No Person shall have any claim to be granted
any Award, 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) Termination of Employment. For purposes of the Plan, unless the
Award agreement provides to the contrary, a Participant shall not be deemed to
have terminated employment with the Company and its Affiliates or membership
from the Board until such date as the Participant is no longer either an
Employee or a Director, i.e., a change in status from Employee to Director or
Director to Employee shall not be a termination.
(c) No Right to Employment. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of the
Company or any Affiliate or to remain on the Board, as applicable. Further, the
Company or an Affiliate may at any time dismiss a Participant from employment,
free from any liability or any claim under the Plan, unless otherwise expressly
provided in the Plan or in any Award agreement. Nothing in the Plan or any Award
agreement shall operate or be construed as constituting an employment agreement
with any Participant and each Participant shall be an "at will" employee, unless
such Participant has entered into a separate written employment agreement with
the Company or an Affiliate.
(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 and applicable federal law,
without giving effect to principles of conflicts of law.
<PAGE>
(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.
(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 or such Units or such other consideration might
violate any applicable law or regulation, the rules of any securities exchange,
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) Unsecured Creditors. Neither the Plan nor any Award shall create or
be construed to create a fiduciary relationship between the Company or any
Affiliate and a Participant or any other Person. To the extent that any Person
acquires a right to receive payments from the Company or any Affiliate pursuant
to an Award, such right shall be no greater than the right of any general
unsecured creditor of the Company or the 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) Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.
SECTION 9. Term of the Plan.
----------------
The Plan shall be effective on the date of its approval by the Board
and shall continue until all available Units under the Plan have been paid to
Participants or the earlier termination of the Plan by action of the Board.
<PAGE>
EXHIBIT 10.2
------------
ENTERPRISE PRODUCTS, GP, LLC
1999 LONG-TERM INCENTIVE PLAN
SECTION 1. Purpose of the Plan.
-------------------
The Enterprise Products GP, LLC 1999 Long-Term Incentive Plan (the
"Plan") is intended to promote the interests of Enterprise Products Partners
L.P., a Delaware limited partnership (the "Partnership"), by encouraging
employees and directors of Enterprise Products GP, LLC (the "Company") and its
Affiliates who perform services for the Partnership to acquire or increase their
equity interests in the Partnership and to provide a means whereby they may
develop a sense of proprietorship and personal involvement in the development
and financial success of the Partnership, and to encourage them to remain with
the Company and its Affiliates and to devote their best efforts to the business
of the Partnership, thereby advancing the interests of the Partnership and its
partners. The Plan is also contemplated to enhance the ability of the Company
and its Affiliates to attract and retain the services of key individuals who are
essential for the growth and profitability of the Partnership.
SECTION 2. Definitions.
-----------
As used in the Plan, the following terms shall have the meanings set
forth below:
"Affiliate" means Enterprise Products Company, the Partnership and any
entity (i) that controls, is controlled by or is under common control with
Enterprise Products Company, the Company or the Partnership or (ii) in which the
Company or the Partnership has a direct or indirect significant business
interest, in each case, as determined by the Committee in its discretion.
"Award" means an Option or Restricted Unit granted under the Plan.
"Board" means the Board of Directors of the Company.
"Committee" means such committee of the Board as the Board may
designate to administer the Plan.
"DER" means a contingent right, granted in tandem with a specific
Award, to receive an amount in cash equal to any cash distributions made by the
Partnership with respect to a Unit during the period such Award is outstanding.
"Director" means a "non-employee director", as defined in Rule 16b-3,
of the Company or an Affiliate.
<PAGE>
"Employee" means any employee of the Company or an Affiliate, as
determined by the Committee.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Fair Market Value" means the closing sales price of a Unit 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 publicly traded 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.
"Option" means an option to purchase Units granted under the Plan.
"Participant" means any Employee or Director granted an Award under the
Plan.
"Person" means any individual, corporation, partnership, association,
joint-stock company, trust, unincorporated organization, government or political
subdivision thereof or other entity.
"Restricted Unit" means a phantom Unit granted under the Plan.
"Rule 16b-3" means Rule 16b-3 promulgated by the SEC under the Exchange
Act, or any successor rule or regulation thereto as in effect from time to time.
"SEC" means the Securities and Exchange Commission, or any successor
thereto.
"Unit" means a Common Unit of the Partnership.
SECTION 3. Administration.
--------------
The Plan shall be administered by the Committee. A majority of the
Committee shall constitute a quorum, and the acts of the members of the
Committee who are present at any meeting thereof at which a quorum is present,
or acts unanimously approved by the members of the Committee in writing, shall
be the acts of the Committee. Subject to the following, the Committee, in its
sole discretion, may delegate any or all of its powers and duties under the
Plan, including the power to grant Awards under the Plan, to the Chief Executive
Officer of the Company, subject to such limitations on such delegated powers and
duties as the Committee may impose. Upon any such delegation all references in
the Plan to the "Committee", other than in Section 7, shall be deemed to include
the Chief Executive Officer; provided, however, that such delegation shall not
limit the Chief Executive Officer's right to receive Awards under the Plan.
Notwithstanding the foregoing, the Chief Executive Officer may not grant Awards
to, or take any action with respect to any Award previously granted to, a person
who is an officer subject to Rule 16b-3 or a member of the Board. Subject to the
<PAGE>
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 to be covered by Awards; (iv) determine the terms and conditions
of any 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. 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 thereof.
SECTION 4. Units Available for Awards.
--------------------------
(a) Units Available. Subject to adjustment as provided in Section 4(c),
the number of Units with respect to which Awards may be granted under the Plan
is 1,000,000. If any Award is forfeited or otherwise terminates or is canceled
without the delivery of Units, then the Units covered by such Award, to the
extent of such forfeiture, termination or cancellation, shall again be Units
with respect to which Awards may be granted.
(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, from any Affiliate or other Person, including the Partnership,
or any combination of the foregoing, as determined by the Committee in its
discretion.
(c) Adjustments. In the event the Committee determines 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 such that an adjustment is determined by
the Committee to be appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan,
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, and (iii) the grant
or exercise price with respect to any Award or, if deemed appropriate, 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.
<PAGE>
SECTION 5. Eligibility.
-----------
Any Employee and Director shall be eligible to be designated a
Participant.
SECTION 6. Awards.
------
(a) Options. The Committee shall have the authority to determine the
Employees 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
Options, the exercise price therefor and the conditions and limitations
applicable to the exercise of the Option, including the following terms and
conditions and such additional terms and conditions, as the Committee shall
determine, that are not inconsistent with the provisions or intent of the Plan.
(i) Exercise Price. The purchase price per Unit purchasable
under an Option shall be determined by the Committee at the time the
Option is granted and may be equal to, greater or less than its Fair
Market Value as of the date of grant, as determined by the Committee,
in its discretion.
(ii) Time and Method of Exercise. The Committee shall
determine the time or times at which an Option may be exercised in
whole or in part, and the method or methods by which any 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 "cashless-broker" exercise (through procedures approved
by the Company), other property, a note from the Participant (in a form
and on terms acceptable to the Company, which may include such security
arrangements as the Company deems appropriate), or any combination
thereof, having a value on the exercise date equal to the relevant
exercise price.
(iii) DERs. To the extent provided by the Committee in its
discretion, an Option grant may include a tandem DER grant, which shall
provide that such DERs shall be paid currently to the Participant, be
credited to a Company bookkeeping account (with or without interest)
and be subject to the same restrictions as the tandem Option, or be
subject to such other provisions or restrictions as determined by the
Committee in its discretion.
(iv) Term. Each Option shall expire as provided in the grant
agreement for such Option.
In the event the Committee determines, in its discretion, that
Units are not readily available to the Company to pay a Participant on exercise
of an Option, in lieu of delivering Units, the Committee may direct the Company
to pay the Participant an amount in cash equal to the excess of the Fair Market
Value of a Unit and the exercise price of the Option.
<PAGE>
(b) Restricted Units. The Committee shall have the authority to
determine the Employees and Directors to whom Restricted Units shall be granted,
the number of Restricted Units to be granted to each such Participant, the
period during which the Award remains subject to forfeiture, 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 Award,
including whether DERs are granted with respect to such Restricted Units.
(i) DERs. To the extent provided by the Committee in its
discretion, a grant of Restricted Units may include a tandem DER grant,
which shall provide that such DERs shall be paid currently to the
Participant, be credited to a Company bookkeeping account (with or
without interest) and be subject to the same restrictions as the tandem
Award, or be subject to such other provisions or restrictions as
determined by the Committee in its discretion.
(ii) Lapse of Restrictions. Upon the vesting of each Restricted
Unit, the Participant shall be entitled to receive from the Company one Unit.
In the event the Committee determines, in its discretion, that
Units are not readily available to the Company to pay such Award, in lieu of
delivering Units the Committee may direct the Company to pay the Participant an
amount in cash equal to the Fair Market Value of an equal number of Units.
(c) General.
-------
(i) Awards May Be Granted Separately or Together. 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.
(ii) Limits on Transfer of Awards.
----------------------------
(A) Except as provided in (C) below, each Option
shall be exercisable only by the Participant during the
Participant's lifetime, or by the person to whom the
Participant's rights shall pass by will or the laws of descent
and distribution.
(B) Except as provided in (C) below, no Award and no
right under any such Award may be assigned, alienated,
pledged, attached, sold or otherwise transferred or encumbered
by a Participant otherwise than by will or by the laws of
descent and distribution and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance
shall be void and unenforceable against the Company or any
Affiliate.
<PAGE>
(C) To the extent specifically provided by the
Committee with respect to an Option grant, an Option may be
transferred by a Participant without consideration to an
immediate family member of the Participant on such terms and
conditions as the Committee may from time to time establish.
(iii) Unit Certificates. 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.
(iv) Consideration for Grants. Awards may be granted for no
cash consideration or for such consideration as the Committee
determines including, without limitation, such minimal cash
consideration as may be required by applicable law.
(v) Delivery of Units or other Securities and Payment by
Participant of Consideration. 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 grant
agreement (including, without limitation, any exercise price or tax
withholding) is received by the Company. Such payment may be made by
such method or methods and in such form or forms as the Committee shall
determine, including, without limitation, cash, withholding of Units,
cashless broker exercises with simultaneous sale, or any combination
thereof; provided that the combined value, as determined by the
Committee, of all cash and cash equivalents and the fair market value
of any such property so tendered to the Company, as of the date of such
tender, is at least equal to the full amount required to be paid to the
Company pursuant to the Plan or the applicable Award agreement.
SECTION 7. Amendment and Termination.
-------------------------
Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award agreement or in the Plan:
(a) Amendments to the Plan. Except as required by applicable
law or the rules of the principal securities exchange on which the
units are traded and subject to Section 7(b) below, the Board or the
Committee may amend, alter, suspend, discontinue, or terminate the Plan
without the consent of any partner, Participant, other holder or
beneficiary of an Award, or other Person.
(b) Amendments to Awards. The Committee may waive any
conditions or rights under, amend any terms of, or alter any Award
<PAGE>
theretofore granted, provided no change, other than pursuant to Section
7(c), in any Award shall materially reduce the benefit to Participant
without the consent of such Participant.
(c) Adjustment or Termination of Awards Upon the Occurrence of
Certain Events. The Committee is hereby authorized to make adjustments
in the terms and conditions of, and the criteria (if any) included in,
Awards in recognition of unusual or significant events (including,
without limitation, the events described in Section 4(c) of the Plan)
affecting the Partnership or the financial statements of the
Partnership, of changes in applicable laws, regulations, or accounting
principles, or a change in control of the Company (as determined by its
Board) whenever the Committee determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits
or potential benefits intended to be made available under the Plan.
Such adjustments may include, without limitation, accelerating the
exercisability of an Award, accelerating the date on which the Award
will terminate and/or canceling Awards by the payment of cash and/or
other property equal to the Option's positive "spread" or, if a
Restricted Unit, the value of a Unit.
SECTION 8. General Provisions.
------------------
(a) No Rights to Awards. No Person shall have any claim to be granted
any Award, 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) Termination of Employment. For purposes of the Plan, unless the
Award agreement provides to the contrary, a Participant shall not be deemed to
have terminated employment with the Company and its Affiliates or membership
from the Board until such date as the Participant is no longer either an
Employee or a Director, i.e., a change in status from Employee to Director or
Director to Employee shall not be a termination.
(c) No Right to Employment. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of the
Company or any Affiliate or to remain on the Board, as applicable. Further, the
Company or an Affiliate may at any time dismiss a Participant from employment,
free from any liability or any claim under the Plan, unless otherwise expressly
provided in the Plan or in any Award agreement. Nothing in the Plan or any Award
agreement shall operate or be construed as constituting an employment agreement
with any Participant and each Participant shall be an "at will" employee, unless
such Participant has entered into a separate written employment agreement with
the Company or an Affiliate.
(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 and applicable federal law,
without giving effect to principles of conflicts of law.
(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
<PAGE>
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.
(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 or such Units or such other consideration might
violate any applicable law or regulation, the rules of any securities exchange,
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) Unsecured Creditors. Neither the Plan nor any Award shall create or
be construed to create a fiduciary relationship between the Company or any
Affiliate and a Participant or any other Person. To the extent that any Person
acquires a right to receive payments from the Company or any Affiliate pursuant
to an Award, such right shall be no greater than the right of any general
unsecured creditor of the Company or the 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) Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.
SECTION 9. Term of the Plan.
----------------
The Plan shall be effective on the date of its approval by the Board
and shall continue until all available Units under the Plan have been paid to
Participants or the earlier termination of the Plan by action of the Board.
<PAGE>
EXHIBIT 10.3
------------
FORM OF OPTION AGREEMENT UNDER THE 1998 LONG-TERM INCENTIVE
PLAN AND THE 1999 LONG-TERM INCENTIVE PLAN
------------------------------------------
_____________, 20__
_________________________
_________________________
_________________________
Re: Grant of MLP Unit Options
Dear ___________:
I am pleased to inform you that you have been granted options
(the "Options") under the 199_ Long-Term Incentive Plan (the "Plan") of
Enterprise Products ____ (the "Company") to purchase Common Units ("Common
Units") of Enterprise Products Partners L.P. as follows:
1. Option Exercise Price per Common Unit: $______
Number of Options Granted (One
Option equals the Right to
Purchase One Common Unit): ______
Option Grant #: 9_-__
2. The Options shall become fully vested (nonforfeitable) on the
earlier of (i) ____________, 20__ or (ii) a Qualifying Termination (as defined
below). Subject to the further provisions of this Agreement, the Options, if
vested, may be exercised in whole or in part or in two or more successive parts
at any time, subject to the provisions of Paragraphs 5, 6 and 7 below, on and
after ________, 20__ and on or before ___________, 20__ (the "Exercise Period");
provided, however, that the Options shall not be exercisable following
___________, 20__ (except as provided in Paragraph 7 below) or the earlier
termination of such Options as provided herein. In the event your employment
with the Company and its Affiliates is terminated prior to _________, 20__, for
any reason other than a Qualifying Termination, the Options shall automatically
and immediately be forfeited and cancelled unexercised on the date of such
termination of employment.
3. To the extent exercisable, the Options may be exercised from time to
time by a notice in writing of such exercise which references Option Grant
<PAGE>
#9_-__ and the number of Options (or Common Units relating thereto) which are
being exercised. Such notice shall be delivered or mailed to the Company at its
corporate offices in Houston, Texas, as follows:
If by mail: Enterprise Products _______
P.O. Box 4324
Houston, Texas 77210-4324
Attention: Secretary
If by delivery: Enterprise Products ________
2727 North Loop West, 7th Floor
Houston, Texas 77008
Attention: Secretary
An election to exercise shall be irrevocable. The date of exercise shall be, if
such election is by delivery, the date the notice is hand delivered to the
Company, or if such election is mailed to the Company, the date on which the
envelope is postmarked by the U.S. Postal Service, whichever is applicable. If
the date of exercise is on a day on which the New York Stock Exchange is
generally closed for trading, the exercise date shall be deemed to be the next
preceding date on which the New York Stock Exchange is generally open for
trading.
4. An election to exercise one or more of the Options shall be
accompanied by the tender of the full exercise price of the Options (rounded to
the nearest whole cent) for which the election is made. Payment of the purchase
price may be made in cash or a check acceptable to the Company or, with the
consent of the Committee, a cashless-broker procedure approved by the Company.
However, no exercise shall be effective until you have made arrangements
acceptable to the Company to satisfy all applicable tax withholding requirements
of the Company, if any, with respect to such exercise. If, when you exercise the
Option, you are subject to Section 16(b) of the Securities Exchange Act of 1934
by reason of being a current or former officer or director of the Company or an
Affiliate, you may direct the Company to withhold a number of Common Units
subject to the Option sufficient to satisfy such tax withholding requirements.
5. None of the Options are transferable (by operation of law or
otherwise) by you, other than by will or the laws of descent and distribution.
If, in the event of your divorce, legal separation or other dissolution of your
marriage, your former spouse is awarded ownership of, or an interest in, all or
part of the Options granted hereby to you (the "Awarded Options"), (i) to the
extent the Awarded Options are not fully vested, the Awarded Options shall
automatically and immediately be forfeited and cancelled unexercised on the date
of award and (ii) to the extent the Awarded Options are fully vested, the
Company, in its sole discretion, may at any time thereafter cancel the Awarded
Options by paying to such former spouse an amount equal to the excess of the
aggregate Fair Market Value of the Common Units subject to the Awarded Options
over their aggregate Exercise Price.
6. In the event you terminate employment with the Company and its
Affiliates for any reason other than a Qualifying Termination (as defined
<PAGE>
below), the Options, if fully vested, may be exercised by you (or, in the event
of your death, by the person to whom your rights shall pass by will or the laws
of the descent and distribution ("Beneficiary")) only during the 30-day period
beginning on the later of (x) ________, 20__ or (y) your employment termination
date. However, in no event shall the Options be exercisable after _________,
20__. A "Qualifying Termination" means your employment with the Company and its
Affiliates is terminated due to your (i) death, (ii) receiving benefits under
the Company's long-term disability plan or (iii) retirement with the approval of
the Committee on or after reaching age 60. If you cease to be an "active,
full-time employee", as determined by the Committee in its sole discretion,
without regard as to how your status is treated by the Company for any of its
other compensation plans or programs, you will be deemed to have terminated
employment with the Company and its Affiliates for purposes of this Agreement.
7. In the event of a Qualifying Termination, the Options may be
exercised by you or, in the event such Qualifying Termination was due to your
death, by your Beneficiary at any time during the earlier of (A) one (1) year
period after the date of such Qualifying Termination or (B) _________, 20__.
8. Nothing in the Agreement or in the Plan shall confer any right on
you to continue employment with the Company or its Affiliates nor restrict the
Company or its Affiliates from termination of your employment at any time.
Unless you have a separate written employment agreement with the Company or an
Affiliate, you shall continue to be an "at will" employee.
9. Notwithstanding any other provision of this Agreement, you agree
that you will not exercise the Options, and the Company shall not be obligated
to deliver to you any Common Units, if counsel to the Company determines such
exercise or delivery would violate any law or regulation of any governmental
authority or agreement between the Company and any national securities exchange
upon which the Common Units are listed.
10. These Options are subject to the terms of the Plan, which is hereby
incorporated by reference as if set forth in its entirety herein, including,
without limitation, the ability of the Company, in its discretion, to (x)
satisfy its obligations hereunder, in whole or in part, in cash rather than in
Common Units and (y) accelerate the termination of the Option. In the event of a
conflict between the terms of this Agreement and the Plan, the Plan shall be the
controlling document.
<PAGE>
11. This grant shall be void and of no effect unless you execute and
return this Agreement to the undersigned within 30 days of the above date. It
may not be executed on your behalf by any other person. The attached copy of
this Agreement is for your records. By execution of this Agreement, you
acknowledge that you have received, and had an opportunity to review, prior to
the execution of this Agreement, the Plan. Capitalized terms used herein and not
otherwise defined herein shall have the meaning ascribed to them in the Plan.
ENTERPRISE PRODUCTS _________________
By:_________________________________
Name:
Title:
AGREED:
OPTIONEE:
______________________________
Name:
Date:_________________________
Spouse (if married): I acknowledge and agree to the terms of the Plan and this
Agreement.
______________________________
Printed Name: ________________
Date:_________________________
<PAGE>
EXHIBIT 23.1
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Enterprise Products Partners L.P. on Form S-8 of our report dated February 25,
2000, appearing in the Annual Report on Form 10-K of Enterprise Products
Partners L.P. for the year ended December 31, 1999 and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
Deloitte & Touche LLP
Houston, Texas
May 12, 2000
