ENLINK MIDSTREAM OPERATING, LP AMENDED AND RESTATED SEVERANCE AGREEMENT

“Qualifying Termination” means the termination of Individual’s employment [(i)] by the Company for a reason other than Cause[, or (ii) by the Individual for Good Reason(2)].  The transfer of Individual from the Company to another member of the Company Group shall not constitute a termination of employment.

“Renewal Date” shall have the meaning set forth in Section 5.1.

“Severance Benefit” means, as of the date of a Qualifying Termination, a one-time lump sum payment equal to: (i) [[two (2)(3)] [one (1)(4)]] times the sum of (A) Individual’s then current base annual salary and (B) the Target Bonus for the year that includes the effective date of termination; plus (ii) an amount equal to the cost to Individual under COBRA to extend his or her then-current medical insurance benefits (i.e., the health, dental and/or vision benefits as elected by Individual under the Company’s health plan as of the time of such termination) for eighteen (18) months following the effective date of termination.

“Severance Plan” shall have the meaning set forth in Section 2.3.

“Target Bonus” means the bonus payable to Individual for the year in question (at the mid-point target for such bonus, if applicable) as determined annually by the Committee or the Board, as applicable.

“Term” shall have the meaning set forth in Section 5.1.

“Total Payment” shall have the meaning set forth in Section 2.4(a).

ARTICLE II
Severance Payments

2.1                               Severance Benefit; Release.

(a)                                 If Individual has a Qualifying Termination and Individual satisfies the conditions to the payment of a Severance Benefit as described below, the Company shall pay the Severance Benefit to Individual.

(b)                                 Any amounts payable under Section 2.1(a) shall be paid to Individual on the sixtieth (60th) day after the date of Individual’s Qualifying Termination; provided, however, that as a condition to receiving any such payment or payments, Individual (or Individual’s estate, as applicable) will be required to execute and not revoke a general release of claims against the Company Group, with such general release becoming effective (and any applicable revocation period having lapsed) on or before the sixtieth (60th) day after the date of Individual’s termination.  Individual may also be required, in the Company’s sole discretion, and in the manner and form prescribed by the Company, to provide an acknowledgement and acceptance of

(2)  Applicable for CEO, EVPs, COO and SVPs.

(3)  Applicable for CEO, EVPs and COO.

(4)  Applicable for SVPs and positions below SVP-level.

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his or her obligations under Article III of this Agreement and/or to certify compliance with his or her obligations to return Confidential Information.

2.2                               Additional Benefits.

(a)                                 The Severance Benefit will be in addition to any accrued and unpaid compensation due to Individual as of his or her termination date, which may include (i) any unpaid bonus for any calendar year ending before Individual’s termination date that is actually earned by Individual, and calculated, in accordance with the terms of the applicable bonus arrangement that is in effect with respect to Individual during that year, (ii) accrued base salary and (iii) such other fringe benefits (other than any bonus, severance pay benefit or medical insurance benefit) normally provided to similarly situated employees of the Company that shall have been earned up to the date of termination, including pay for accrued and unused paid-time-off (in accordance with the benefit policies then in effect).

(b)                                 Individual shall also be entitled to a prorated amount of the bonus for the calendar year in which Individual’s Qualifying Termination occurs to the extent such bonus would have otherwise been earned by Individual (had his or her employment not terminated due to a Qualifying Termination) in accordance with the terms of the applicable bonus arrangement that is in effect with respect to Individual during that year.  Such prorated bonus (i) shall be payable on the date that the bonus would have been paid under such applicable bonus arrangement (had Individual’s employment not terminated due to a Qualifying Termination), and (ii) shall not be made unless Individual has, as of such date, satisfied the conditions described in Section 2.1(b) above.

(c)                                  For a period of twelve (12) months following Individual’s Qualifying Termination, or if Individual has not satisfied the conditions described in Section 2.1(b) above, for a period of sixty (60) days after the date of Individual’s termination, the Company shall, at its sole expense as incurred, provide Individual with outplacement services, the scope and provider of which shall be selected by Individual in his or her discretion; provided, however, that (i) any expense for such outplacement services shall be paid or reimbursed by the Company to the Individual as soon as practicable after such expense is incurred (but in no event later than thirty (30) days after such expense is incurred), and (ii) the total amount of the expenses paid or reimbursed by the Company pursuant to this Section 2.2(c) shall not exceed $50,000.

2.3                               Non-duplication.  The amount payable to Individual under Sections 2.1 and 2.2 is in lieu of, and not in addition to, any severance payment due or to become due to Individual under (i) any separate agreement or contract between Individual and the Company or any other member of the Company Group, (ii) any severance payment plan, program, policy or practice of the Company or any other member of the Company Group or (iii) any severance benefit required by law (collectively, “Severance Plan”).

2.4                               Potential Parachute Payment Adjustment.

(a)                                 If the payments and benefits provided to Individual under this Agreement or under any other agreement with, or plan of, the Company or any Person or entity which is a party to a transaction involving the Company or its affiliates (the “Total Payment”) (i) constitute

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a “parachute payment” as defined in Section 280G of the Code and exceed three (3) times Individual’s “base amount” as defined under Code Section 280G(b)(3), and (ii) would, but for this Section 2.4(a), be subject to the excise tax imposed by Code Section 4999, then Individual’s payments and benefits under this Agreement shall be either (A) paid in full, or (B) reduced and payable only as to the maximum amount which would result in no portion of such payments and benefits being subject to excise tax under Code Section 4999, whichever results in the receipt by Individual on an after-tax basis of the greatest amount of Total Payment (taking into account the applicable federal, state and local income taxes, the excise tax imposed by Code Section 4999 and all other taxes (including any interest and penalties) payable by Individual).  If a reduction of the Total Payment is necessary, cash severance payments provided for herein shall first be reduced (such reduction to be applied first to the earliest payments otherwise scheduled to occur), and the non-cash severance benefits provided for herein shall thereafter be reduced (such reduction to be applied first to the benefits otherwise scheduled to occur the earliest).  If, as a result of any reduction required by this Section 2.4(a), amounts previously paid to Individual exceed the amount to which Individual is entitled, Individual will promptly return the excess amount to the Company.

(b)                                 All determinations required to be made under this Section 2.4, including whether reductions are necessary, may be made, in the discretion of the Committee or the Board, by the accounting firm used by the Company and/or the members of the Company Group at the time of such determination (the “Accounting Firm”).  The Accounting Firm shall provide detailed supporting calculations both to the Company and to Individual within fifteen (15) business days of the receipt of notice from the Company or Individual that there has been a termination of Individual’s employment, or such earlier time as is requested by the Company.  All fees and expenses of the Accounting Firm shall be borne solely by the Company.

2.5                               Death or Disability of Individual.  If Individual’s employment terminates due to death or Disability, then this Agreement shall terminate without further obligations to Individual or his or her estate, as applicable, under this Agreement, other than (i) the obligation of the Company to pay, within thirty (30) days after the date of such termination of employment, the compensation and benefits that would be payable under Section 2.2(a) if Individual’s termination of employment had been a Qualifying Termination, and (ii) the obligation of the Company to pay the compensation and benefits that would be payable under Section 2.2(b) if Individual’s termination of employment had been a Qualifying Termination; provided that payment of such compensation and benefits with respect to Section 2.2(b) shall only be made if Individual or his or her legal representative has satisfied the conditions described in Section 2.1(b).

ARTICLE III
Confidential Information and Non-Competition; Other Covenants

3.1                               Covenant Not to Disclose Confidential Information.  Individual acknowledges that during the course of his or her employment with the Company, he or she has or will have access to and knowledge of certain information and data that the Company or other members of the Company Group consider confidential and that the release of such information or data to unauthorized Persons would be extremely detrimental to the Company Group.  As a consequence, Individual hereby agrees and acknowledges that he or she owes a duty to the Company not to disclose, and agrees that, during or after the term of his or her employment,

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without the prior written consent of the Company, he or she will not communicate, publish or disclose, to any Person anywhere or use any Confidential Information (as hereinafter defined) for any purpose other than carrying out his or her duties as contemplated in connection with his or her employment with respect to the Company or any Company Group member.  Individual will use his or her best efforts at all times to hold in confidence and to safeguard any Confidential Information from falling into the hands of any unauthorized Person and, in particular, will not permit any Confidential Information to be read, duplicated or copied.  Notwithstanding the foregoing, Individual may disclose such Confidential Information to the extent required by applicable law or as a consequence of any judicial or regulatory proceeding, based upon the opinion of legal counsel and only after Individual has requested that such Confidential Information be preserved to the maximum extent practicable.  To the extent permitted by law, Individual will advise the Company in advance of any intended disclosure to comply with legal requirements.  Individual will return to the Company all Confidential Information in Individual’s possession or under Individual’s control when the duties of Individual no longer require Individual’s possession thereof, or whenever the Company shall so request, and in any event will promptly return all such Confidential Information if Individual’s relationship with the Company is terminated for any reason and will not retain any copies thereof.  For purposes hereof, the term “Confidential Information” shall mean any information or data used by or belonging or relating to the Company or any other member of the Company Group or any of their representatives that is not known generally to the industry in which any member of the Company Group is or may be engaged (other than as a result of disclosure by Individual in violation of this Agreement), including without limitation, any and all trade secrets, proprietary data and information relating to any member of the Company Group’s past, present or future business and products, price lists, customer lists, processes, procedures or standards, know-how, manuals, business strategies, records, drawings, specifications, designs, financial information, whether or not reduced to writing, or information or data that the Company or any other member of the Company Group advises Individual should be treated as confidential information.

3.2                               Covenant Not to Compete.  In partial consideration for Individual’s access to Confidential Information and the benefits provided by this Agreement, Individual agrees that while employed by the Company, Individual shall not, unless Individual receives the prior written consent of the Board, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, manager, employee, partner, stockholder, consultant or otherwise, any Person that competes with any member of the Company Group in (i) the purchasing, selling, brokering or marketing of natural gas, natural gas liquids, hydrocarbons, brine, water or any derivative product thereof, including, without limitation, locating buyers and sellers, or negotiating purchase and sales contracts; (ii) the gathering, processing, and/or transporting of natural gas, natural gas liquids, hydrocarbons, brine, water, or any derivative product thereof; or (iii) the conduct of a business enterprise that is in a business segment that contributes five percent (5%) or more to the Company’s gross revenue or deploys five percent (5%) or more of the Company’s fixed assets.  Ownership by Individual, as a passive investment, of less than one half of one percent (0.5%) of the outstanding securities of any organization with securities listed on a national securities exchange or publicly traded in the over-the-counter market shall not constitute a breach of this paragraph.

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3.3                               Covenant not to Solicit Customers.  In partial consideration for Individual’s access to Confidential Information and the benefits provided by this Agreement, Individual agrees that while employed by the Company and for a period of twelve (12) months after the termination of such employment (for any reason), Individual shall not solicit or divert business from, or attempt to convert any Person that was client or customer of any member of the Company Group at any time during the twelve (12) months prior to the termination of Individual’s employment.

3.4                               Covenant not to Solicit Employees.  In partial consideration for Individual’s access to Confidential Information and the benefits provided by this Agreement, Individual agrees that while employed by the Company and for a period of twenty-four (24) months after the termination of such employment (for any reason), Individual shall not (i) solicit, endeavor to entice or induce any employee or similar service provider of any member of the Company Group to terminate such Person’s employment or service with such member or accept employment with anyone else or (ii) interfere in a similar manner with the business of the Company Group.

3.5                               Covenant Against Disparagement.  In partial consideration for Individual’s access to Confidential Information and the benefits provided by this Agreement, Individual agrees that while employed by the Company and thereafter, he or she will not make any statements disparaging any member of the Company Group or any of their officers, directors, or employees that could reasonably be expected to be harmful to the interests of the Company or the Company Group.  This covenant shall not apply to any statement made in the context of any legal or regulatory proceeding.

3.6                               Specific Performance.  Recognizing that irreparable damage will result to the Company in the event of the breach or threatened breach of any of the foregoing covenants and assurances by Individual contained in this Article III, and that the Company’s remedies at law for any such breach or threatened breach will be inadequate, the Company and its successors and assigns, in addition to such other remedies that may be available to them, shall be entitled to an injunction, including a mandatory injunction (without the necessity of (i) proving irreparable harm, (ii) establishing that monetary damages are inadequate or (iii) posting any bond with respect thereto), to be issued by any court of competent jurisdiction ordering compliance with this Agreement or enjoining and restraining Individual, and each and every Person, firm or company acting in concert or participation with him or her, from the continuation of such breach and, in addition thereto, he or she shall pay to the Company all ascertainable damages, including costs and reasonable attorneys’ fees sustained by the Company or any other member of the Company Group by reason of the breach or threatened breach of said covenants and assurances.

3.7                               Clawback.  Individual agrees that in the event that the Company determines that Individual has breached any term of this Article III, in addition to any other remedies at law or in equity the Company may have available to it, the Company may in its sole discretion require that Individual repay to the Company, within five (5) business days of receipt of written demand therefor, an amount equal to the amounts paid to or on behalf of Individual pursuant to Sections 2.1, 2.2(b) and 2.2(c).

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3.8                               Miscellaneous.

(a)                                 Individual has carefully read and considered the provisions of this Article III and, having done so, agrees that the restrictions set forth in this Article III (including the relevant time periods, scope of activity to be restrained and the geographical scope) are fair and reasonable and are reasonably required for the protection of the interests of the Company Group and their respective officers, directors, managers, employees, creditors, partners, members and unitholders.  Individual understands that the restrictions contained in Article III may limit his or her ability to engage in a business similar to the business of any member of the Company Group, but acknowledges that he or she will receive sufficiently high remuneration and other benefits from the Company Group to justify such restrictions.

(b)                                 The covenants and obligations of Individual set forth in this Article III are in addition to and not in lieu of or exclusive of any other obligations and duties of Individual to the Company Group, whether express or implied in fact or in law.

(c)                                  In the event that any provision of this Article III relating to the relevant time periods, scope of activity and/or the areas of restriction hereunder shall be declared by a court of competent jurisdiction to exceed the maximum time period, scope or areas such court deems reasonable and enforceable, the relevant time periods, scope of activity and/or areas of restriction deemed reasonable and enforceable by the court shall become and thereafter be the maximum time period, scope of activity and/or areas.

ARTICLE IV
Dodd-Frank Clawback

Individual agrees and acknowledges that any and all compensation Individual receives pursuant to this Agreement shall be subject to clawback by the Company to the extent provided in policies adopted by the Board to comply with the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

ARTICLE V
Miscellaneous

5.1                               Term; Termination; Amendment.

(a)                                 Unless this Agreement is terminated in accordance with Section 5.1(b) below, this Agreement will extend for a term (the “Term”) commencing on the Effective Date and ending on October 31, 2015 (the “Initial Expiration Date”). If not previously terminated, the Term shall automatically renew for one (1) additional year beginning on the day following the Initial Expiration Date and on each subsequent anniversary thereof (each, a “Renewal Date”), unless the Committee or the Board, as applicable, acting on behalf of the Company, elects not to extend the Term by providing Individual with written notice (a “Non-Renewal Notice”) of such election not less than thirty (30) days prior to the last day of the then-current Term (each of the Initial Expiration Date and the last day of any then-current extended Term, the “Expiration Date”). If the Committee or the Board, as applicable, acting on behalf of the Company, provides a Non-Renewal Notice to Individual in accordance with the preceding sentence, in no event shall Individual be terminated for a reason other than Cause by the Company during the ninety (90) day period that commences as of the Expiration Date.