Form of Grant of Restricted Units (employees)

Exhibit 10.4 Form of Employee Grant Copano Energy
Long-Term Incentive Plan Grant of Restricted Units Grantee : Grant Date : , 200___ 1. Grant of Restricted Units . Copano Energy, L.L.C. (the " Company" ) hereby grants to you ___ Restricted Units under the Copano Energy Long-Term Incentive Plan, as amended (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 under the Plan, unless the context requires otherwise. 2. Regular Vesting . Except as otherwise provided in Paragraph 3 below, the Restricted Units granted hereunder and any distributions made by the Company with respect to the Restricted Units shall become vested in accordance with the following schedule: Cumulative Vesting Dates Vested Percentage Any distributions on a Restricted Unit shall be held by the Company without interest until the Restricted Unit with respect to which the distribution was made becomes vested or is forfeited and then paid or forfeited, as the case may be. In the case of distributions with respect to Restricted Units that vest, any such distributions shall be paid no later than 30 days after the date of vesting. 3. Events Occurring Prior to Regular Vesting . (a) Death or Disability . If, prior to becoming fully vested in the Restricted Units hereby granted, you cease to be an employee of the Company or an Affiliate as a result of your death or a disability that entitles you to benefits under the Company' s or an Affiliate' s long-term disability plan, the Restricted Units then held by you automatically will become fully vested on the Designated Vesting Date (as defined below) that coincides with or immediately follows such termination.


(b) Termination by the Company other than for Cause . If your employment is terminated by the Company or an Affiliate for any reason other than " Cause," as determined by the Company in accordance with its employment policies, the Restricted Units then held by you automatically will become fully vested on the Designated Vesting Date (as defined below) that coincides with or immediately follows such termination. (c) Other Terminations . Except as provided in Paragraph 2 hereof, if your employment with the Company or an Affiliate terminates for any reason other than as provided in Paragraphs 3(a) and (b) above, all unvested Restricted Units then held by you automatically shall be forfeited. (d) Copano Operations Ceases to be an Affiliate . If (i) Copano Operations ceases to be an Affiliate, (ii) you are an employee of Copano Operations on that date, and (iii) your employment is not transferred to the Company or an Affiliate, the Restricted Units then held by you automatically will become fully vested on the Designated Vesting Date (as defined below) that coincides with or immediately follows the date Copano Operations ceases to be an Affiliate. (e) Change of Control . All outstanding Restricted Units held by you automatically shall become fully vested upon a Change of Control. For purposes of this Agreement, (i) " employment with the Company" or being an " employee of the Company" shall include being an employee, consultant or a director of the Company or an Affiliate and (ii) the " Designated Vesting Dates" shall be February 15, May 15, August 15 or November 15. 4. ...