EX-10.14 2 epd-20251231xexx1014.htm EX-10.14
EXHIBIT 10.14
RETENTION AGREEMENT
This Retention Bonus Agreement (“Agreement”) is made and entered into effective as of April 21, 2025 (the “Effective Date”), between Enterprise Products Company (“Company”) and Michael C. Hanley (“Employee”).
WHEREAS, the Company and Employee desire to enter into this Agreement to provide a contingent retention payment to encourage Employee (i) to remain employed with the Company through April 30, 2028
(the “Completion Date”), (ii) to continue to perform Employee’s duties in a highly effective manner, and (iii) to proactively support the business strategy of the Company and its Company Group (as defined below);
NOW, THEREFORE, in consideration thereof and of the covenants hereafter set forth, the parties hereby agree as follows:
1. Retention Payment
A. Provided that Employee shall have remained continuously employed as an active full-time employee of Company from the Effective Date of this Agreement through the Completion Date (“Retention
Period”), and provided that Employee maintains a satisfactory level of performance (the “Performance Requirement”) during the Retention Period, determined at the sole discretion of the executive officers of the
Company (the “Management”), Company shall pay to Employee within a reasonable period following the Completion Date, a lump sum payment in the gross amount of one million dollars ($1,000,000), less any applicable withholding taxes on such payment (“Retention Payment”).
B. If Employee incurs a Qualifying Termination (as defined below) prior to the end of the Retention Period and Employee has met the Performance Requirement through Employee’s termination date, the Company shall pay Employee (or in the event of Employee’s death, Employee’s estate) a cash payment equal to a “pro-rata amount” of the Retention Payment, less all applicable withholding taxes and other required deductions on such payment, in a lump sum within a reasonable period following Employee’s Qualifying Termination date (the “Pro-rated Amount”). The Pro-rated Amount shall be determined based on the number of days Employee is employed during the Retention Period over the total number of days in the Retention Period. A “Qualifying Termination” means Employee’s employment with the Company and its Company Group is terminated prior to the Completion Date (i) due to Employee’s death or Disability (as defined below), or (ii) by the Company other than for Cause (as defined below). Employee’s Qualifying Termination must constitute a “separation from service”.
C. If Employee’s employment with the Company and the Company Group terminates prior to the Completion Date for any reason other than a Qualifying Termination, then, effective upon Employee’s termination of employment, Employee shall cease to have any rights under this Agreement and no payment shall be due or payable to Employee pursuant to this Agreement.
D. The determinations of whether there has been a Qualifying Termination of Employee’s employment and whether Employee has satisfied the Performance Requirement shall be determined by Management, in its good faith discretion, and such determination shall be binding for all purposes.
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2. Definitions
A. Termination for Cause under this Agreement shall mean a determination made in good faith by Management that Cause exists to terminate Employee. As used herein, “Cause” shall mean (i) an act of willful misconduct or gross negligence by Employee in the performance or non-performance of Employee’s duties, (ii) Employee’s appropriation (or attempted appropriation) of a business opportunity of the Company or any Company Group, including attempting to secure or securing any personal gain in connection with any transaction entered into on behalf of the Company or any Company Group, (iii) Employee’s misappropriation (or attempted misappropriation) of any funds or property of the Company or any Company Group, (iv)
Employee’s willful failure to perform any substantial duties of Employee’s position (other than any such failure resulting from Employee’s incapacity due to physical or mental illness or disability), (v) Employee’s failure to perform Employee’s duties at a satisfactory level, as determined in good faith by Management, or (vi) Employee’s conviction of, indictment for (or its procedural equivalent), or entering a guilty plea or a plea of no contest, with respect to any misdemeanor involving moral turpitude or any felony.
B.“Company Group” - Although Employee was an employee of Company only, for purposes of this Agreement the term “Company Group” means and includes (individually, collectively or in any combination) (i) Company, (ii) Enterprise Products Partners L.P., (iii) EPCO Holdings, Inc., (iv) Enterprise Products Holdings LLC, (v) Enterprise Products OLPGP, Inc., (vi) Enterprise Products Operating LLC, (vii) Dan Duncan LLC, (viii) the respective subsidiaries and affiliates of any of the foregoing entities, (ix) any other entity which is controlled, directly or indirectly, individually, collectively or in any combination, by Company and/or any of the foregoing entities, (x) any other entity which is controlled, directly or indirectly, individually, collectively or in any combination, by Dan L. Duncan’s descendants or any trusts for any of their respective benefit, and (xi) any predecessors, subsidiaries, related entities, successors, or assigns of any of the foregoing.
C.“Disability” under this Agreement shall mean Employee is unable to perform the duties of Employee’s position of employment or any substantially similar position of employment due to a medically determinable physical or mental impairment that is expected to result in death or last for a continuous period of not less than twelve months.
3. Term of Agreement
This Agreement shall terminate on the earliest to occur of (i) the date of payment of the Pro-rated Amount to Employee (or Employee’s estate) following a Qualifying Termination; (ii) the date of Employee’s termination of employment with the Company for any reason other than a Qualifying Termination; (iii) the date of payment of the Retention Payment following the Completion Date; or (iv) a violation of Section 4.A.
or 4.F. by Employee.
4. Miscellaneous
A. Employee shall not have any power to anticipate, pledge, assign, encumber or dispose of any right, title, or interest of Employee in any payment that may become payable to Employee under this Agreement, other than by will or the laws of descent and distribution. Any violation of this Paragraph A. shall automatically terminate this Agreement without any payment due Employee.
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B. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under Employee. Nothing in this Agreement shall confer on Employee any right to continued employment with the Company or affect in any way the right of the Company to terminate Employee’s employment at any time.
C. Any payment that may be made to Employee under this Agreement is not intended to be, and shall not be construed as being, an addition to Employee’s base salary (or included in any calculation of his base salary for increase purposes) or included in determining the amount of any benefits due Employee under any employee benefit plan of the Company, unless inclusion or consideration of such payment is expressly provided for in such employee benefit plan. Any payment made hereunder shall be in addition to any discretionary and/or incentive compensation that the Company or any Company Group may, in its sole discretion, grant Employee from time to time.
D. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, notwithstanding any conflict of law principles, and without regard to the place of execution or performance of Employee’s employment duties, or the residence of the parties. The parties hereby agree that the exclusive venue for any dispute relating to this Agreement shall be in Harris County, Texas and the parties hereby consent to the jurisdiction of the courts in such venue.
E. This Agreement constitutes the entire agreement of the parties with regard to the specific subject matter hereof and contains all of the covenants, promises, representations, warranties and agreements between the parties with respect to such subject matter, and supersedes, replaces and terminates any prior or contemporaneous agreement, understanding or promise (oral or written) between Employee and the Company or any Company Group with respect to this subject matter. Each party to this Agreement acknowledges that no representation, inducement, which is not embodied herein, and that no agreement, statement or promise relating to the subject matter that is not contained in this Agreement shall be valid or binding. Employee understands that the terms of this Agreement are confidential and Employee shall not disclose either the existence of this Agreement or the terms hereof. Should Employee violate the confidentiality provisions of this Agreement, Employee shall not be eligible or entitled to receive any payment that otherwise may become due under this Agreement.
F. This Agreement is executed by the parties effective for all purposes as of the Effective Date. No change in this Agreement shall be effective unless made in writing and executed by both parties.
COMPANY EMPLOYEE
Enterprise Products Company
By: /s/ Randa L. Duncan By: /s/ Michael C. Hanley
Name: Randa L. Duncan Name: Michael C. Hanley
Title: Chairman Dated: April 22, 2025
Dated: April 23, 2025
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