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 Employees duties, (ii) Employees appropriation (or attempted appropriation) of a business opportunity of the Company or any Company Affiliate, including attempting to secure or securing any personal gain in connection with any transaction entered into on behalf of the Company or any Company Affiliate, (iii) Employees misappropriation (or attempted misappropriation) of any funds or property of the Company or any Company Affiliate, (iv) Employees willful failure to perform any substantial duties of Employees position (other than any such failure resulting from Employees incapacity due to physical or mental illness or disability), (v) Employees failure to perform Employees duties at a satisfactory level, as determined in good faith by Management, or (vi) Employees 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 Affiliate under this Agreement shall mean and include (i) EPCO Holdings, Inc., (ii) Enterprise Products OLPGP, Inc., (iii) Enterprise Products Partners, L.P. (EPD), (iv) Enterprise Products Holdings LLC, (v) Enterprise Products Operating LLC, (vi) the respective subsidiaries or affiliates of any of the foregoing entities, (vii) any other entity (A) which is controlled, directly or indirectly, individually, collectively or in any combination, by the Company or any of the foregoing entities or (B) in which any of the Company or any of the foregoing entities has a direct or indirect ownership interest, (viii) any other entity (a) which is controlled, directly or indirectly, by the Estate of Dan L. Duncan, Deceased, his spouse, his descendants or any trusts for any of their respective benefit, individually, collectively or in any combination, or (b) in which any of them has a direct or indirect ownership interest and (ix) any predecessors, subsidiaries, related entities, officers, directors, shareholders, parent companies, agents, attorneys, employees, successors, or assigns of any of the foregoing.
C. Disability under this Agreement shall mean Employee is unable to perform the duties of Employees 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.
This Agreement shall terminate on the earliest to occur of (i) the date of payment of the Pro-rated Amount to Employee (or Employees estate) following a Qualifying Termination; (ii) the date of Employees 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.
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.
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 Employees 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 Employees 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 Affiliate may, in its sole discretion, grant Employee from time to time.