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Targa Resources Investment Incentive Stock Option Agreement

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Sectors: Utilities
Governing Law: Delaware, View Delaware State Laws
Effective Date: January 01, 2005
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Exhibit 10.15

TARGA RESOURCES INVESTMENTS INC.

INCENTIVE STOCK OPTION AGREEMENT This INCENTIVE STOCK OPTION AGREEMENT (this " Agreement" ) is made as of the day of , 200 , between TARGA RESOURCES INVESTMENTS INC. , a Delaware corporation (the " Company" ), and (" Employee" ).

To carry out the purposes of the TARGA RESOURCES INVESTMENTS INC. 2005 STOCK INCENTIVE PLAN (the " Plan" ), by affording Employee the opportunity to purchase shares of the common stock of the Company, par value $.001 per share (" Stock" ), and in consideration of the mutual agreements and other matters set forth herein and in the Plan, the Company and Employee hereby agree as follows:

1. Grant of Option . The Company hereby irrevocably grants to Employee the right and option (" Option" ) to purchase all or any part of an aggregate of ( ) shares of Stock, on the terms and conditions set forth herein and in the Plan, which Plan 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 but not defined in this Agreement, shall have the meaning attributed to such terms under the Plan, unless the context requires otherwise. Exercise of this Option is subject to, and contingent upon, approval of the Plan by the stockholders of the Company on or before twelve (12) months after the date the Plan was adopted by the Board. This Option is intended to qualify as an incentive stock option (an " Incentive Stock Option" ) to the full extent permitted under Section 422(b) of the Internal Revenue Code of 1986, as amended (the " Code" ), and to the extent this Option does not qualify as an Incentive Stock Option it shall be considered a non-qualified stock option. Employee acknowledges and agrees that the Company is making no representation or warranty that this Option qualifies as an Incentive Stock Option and that the Company is not obligated to take any action or refrain from taking any action in order to cause this Option to continue to qualify as an Incentive Stock Option.

2. Purchase Price . The purchase price of Stock purchased pursuant to the exercise of this Option shall be ($ ) per share, which has been determined to be not less than one hundred percent (100%) of the Fair Market Value of the Stock at the date of grant of this Option.

3. Exercise of Option . Subject to the earlier expiration of this Option as herein provided, this Option may be exercised, by written notice to the Company at its principal executive office addressed to the attention of its Corporate Secretary (or such other officer or employee of the Company as the Company may designate from time to time), at any time and from time to time after the date of grant hereof, but this Option shall not be exercisable for more than a percentage of the aggregate number of shares offered by this Option determined by the number of full years from the date of grant hereof to the date of such exercise, in accordance with the following schedule:

[Use Following Schedule For Original Management Members (Top Five Officers):]

Date

Percentage of Shares That May Be Purchased

Date of Option Issuance 0 %

Thirtieth (30th) Month Following Date of Issuance of Option 70 %

Third (3rd) Anniversary of Date of Option Issuance 80 %

Fourth (4th) Anniversary of Date of Option Issuance 100 %

[Use Following Schedule For All Other Optionees:]

Date

Percentage of Shares That May Be Purchased

Date of Option Issuance 20 %

First (1st) Anniversary of Date of Option Issuance 40 %

Second (2nd) Anniversary of Date of Option Issuance 60 %

Third (3rd) Anniversary of Date of Option Issuance 80 %

Fourth (4th) Anniversary of Date of Option Issuance 100 %

provided, however , that if during Employee' s employment with the Company a Change of Control or a Liquidation Event occurs (as such terms are defined in the Stockholders' Agreement (as defined below), this Option may be exercised in full subject to the other provisions herein. Subject to the last paragraph of Section 6, this Option may be exercised only while Employee remains an employee of the Company and will terminate and cease to be exercisable upon Employee' s termination of employment with the Company, except that:

(a) If the Company causes Employee' s employment with the Company to terminate by reason of Employee' s disability (within the meaning of Section 22(e)(3) of the Code), this Option may be exercised in full by Employee at any time during the period of one hundred and eighty (180) days following such termination, or by Employee' s estate (or the person who


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acquires this Option by will or the laws of descent and distribution or otherwise by reason of the death of Employee) during such one hundred and eighty (180) day period if Employee dies during the one hundred and eighty (180) day period following such t
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