Form of Grant of Restricted Units (director)

Director Grant
(2006 Revised Form) 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, Disability, Retirement or Failure to be Re-Nominated for Election to the Board of Directors . If you cease to be a member of the Board as a result of your death, disability that is expected to prevent you from performing your duties as a director for 12 or more months, or is expected to result in your death prior to such time, your retirement on or after reaching age 70 or your failure to be re-nominated for election to the Board of Directors, the Restricted Units then held by you, and any distributions thereon held by the Company, automatically will become fully vested on the Designated Vesting Date (as defined below) that coincides with or immediately follows such termination.


(b) Other Terminations . If you cease to be a member of the Board for any reason other than as provided in Paragraph 3(a) above, all unvested Restricted Units then held by you, and all distributions thereon then held by the Company, automatically shall be forfeited. (c) Change of Control . All outstanding Restricted Units held by you, and all distributions thereon then held by the Company, automatically shall become fully vested upon a Change of Control. For purposes of this Agreement, the " Designated Vesting Dates" shall be February 15, May 15, August 15 or November 15. 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 ...