Form of Restricted Stock Unit Agreement, dated as of January 16, 2020 under Targa Resources Corp. 2010 Stock Incentive Plan

Exhibit 10.14

Targa Resources Corp.

2010 Stock Incentive Plan

Restricted Stock Unit Agreement

1.Grant of Restricted Stock Units.  I am pleased to inform you that you have been granted the above number of Restricted Stock Units with respect to the common stock, par value $0.001 per share (“Common Stock”), of Targa Resources Corp., a Delaware corporation (the “Company”), under the Targa Resources Corp. 2010 Stock Incentive Plan (the “Plan”).  Each Restricted Stock Unit awarded hereby represents the right to receive one share of Common Stock subject to the terms and conditions of this Restricted Stock Unit Agreement (this “Agreement”).  Each Restricted Stock Unit also includes a tandem dividend equivalent right (“DER”), which is a right to receive an amount equal to the cash dividends made with respect to a share of Common Stock during the period the Restricted Stock Units are outstanding, as described in Section 4.  This award of Restricted Stock Units constitutes a “Phantom Stock Award” under the Plan and shall be subject to all of the terms and provisions of the Plan, including future amendments thereto, if any, pursuant to the terms thereof.  

2.Forfeiture Restrictions and Vesting.  

a.The Restricted Stock Units may not be sold, assigned, pledged, exchanged, hypothecated, or otherwise transferred, encumbered, or disposed of, and in the event of termination of your employment with the Company and its Affiliates (collectively, the “Company Group”) (as determined in accordance with Section 5 hereof) for any reason other than death or Disability, or a Change in Control Termination, you shall, for no consideration, forfeit to the Company all Restricted Stock Units to the extent then subject to the Forfeiture Restrictions.  The prohibition against transfer and the obligation to forfeit and surrender Restricted Stock Units to the Company upon termination of employment as provided in this Section 2(a) are herein referred to as the “Forfeiture Restrictions.”  The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of Restricted Stock Units.  

For purposes of this Agreement, the following terms shall be defined below:

(i)“Cause” shall include any of the following events: (A) your gross negligence or willful misconduct in the performance of your duties; (B) your conviction of a felony or other crime involving moral turpitude; (C) your willful refusal, after 15 days’ written notice from the Chief Executive Officer or President of the Company, to perform the material lawful duties or responsibilities required of you; (D) your willful and material

breach of any corporate policy or code of conduct; or (E) your willfully engaging in conduct that is known or should be known to be materially injurious to the Company or any of its subsidiaries.

(ii) “Disability” shall mean a disability that entitles you to disability benefits under the Company’s long-term disability plan (or that would entitle you to disability benefits under the Company’s long-term disability plan if you were an active employee).

(iii)“Good Reason” shall be defined as any of the following: (A) a material diminution in your base compensation; (B) a material diminution in your authority, duties or responsibilities; or (C) a material change in the geographical location at which you must perform services.  In order to terminate employment for Good Reason, you must, within 90 days of the initial existence of the circumstances constituting Good Reason, notify the Company in writing of the existence of such circumstances, and the Company shall then have 30 days to remedy the circumstances.  If the circumstances have not been fully remedied by the Company, you shall have 60 days following the end of such 30-day period to exercise the right to terminate for Good Reason. The initial existence of the circumstances constituting Good Reason shall be conclusively deemed to have occurred on the date of any written notice to the Company concerning such circumstances.  If you do not timely notify the Company in writing of the existence of the circumstances constituting Good Reason, the right to terminate for Good Reason shall lapse and be deemed waived, and you shall not thereafter have the right to terminate for Good Reason unless further circumstances occur which themselves give rise to a right to terminate for Good Reason.

b.Provided that you have been continuously employed by the Company Group (as determined in accordance with Section 5 hereof) from the Date of Grant through the Lapse Date set forth in the following schedule, the Forfeiture Restrictions shall lapse, and the Restricted Stock Units will vest, with respect to a percentage of the Restricted Stock Units determined in accordance with the following schedule:  

Percentage of Total Number

of RSUs as to Which

Lapse (Vesting) DateForfeiture Restrictions Lapse

1^st Anniversary of Date of Grant0%

2^nd Anniversary of Date of Grant0%

3^rd Anniversary of Date of Grant100%

Notwithstanding the schedule set forth above, (i) if your employment with the Company Group (as determined in accordance with Section 5 hereof) is terminated by reason of death or Disability, then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Stock Units effective as of the date of such termination of employment, and (ii) if your employment with the Company Group (as determined in accordance with Section 5 hereof) is terminated by the Company without Cause, or by you for Good Reason, in either case within the 18-month period immediately following a Change in Control (a

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“Change in Control Termination”), then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Stock Units on the date upon which such Change in Control Termination occurs; provided, however, notwithstanding the foregoing, if you are considered to be in the employment of the Company Group by reason of Retirement as of the date upon which a Change in Control occurs, then the Forfeiture Restrictions shall lapse with respect to 100% of the Restricted Stock Units on the date upon which such Change in Control occurs.  Any Restricted Stock Units with respect to which the Forfeiture Restrictions do not lapse in accordance with the preceding provisions of this Section 2(b) (and any associated unvested DERs) shall be forfeited to the Company for no consideration as of the date of the termination of your employment with the Company Group.

4.Dividend Equivalents.   In the event the Company declares and pays a dividend in respect of its Common Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settled in accordance with Section 3 hereof, the Company shall credit DERs to an account maintained by the Company for your benefit in an amount equal to the cash dividends you would have received if you were the holder of record, as of such record date, of the number of shares of Common Stock related to the portion of the Restricted Stock Units that have not been settled or forfeited as of such record date.  Such account is intended to constitute an “unfunded” account, and neither this Section 4 nor any action taken pursuant to or in accordance with this Section 4 shall be construed to create a trust of any kind.  DER amounts credited to such account with respect to Restricted Stock Units that vest in accordance with Section 2(b) above will become vested DERs and will be paid to you in cash at the applicable payment time described in Section 3 above with respect to such Restricted Stock Units.  You shall not be entitled to receive any interest with respect to the timing of payment of DERs.  In the event all or any portion of the Restricted Stock Units granted hereby fail to become vested under Section 2(b), the unvested DERs accumulated in your account with respect to such Restricted Stock Units shall be forfeited to the Company.    

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5.Employment Relationship.  For purposes of this Agreement, you shall be considered to be in the employment of the Company Group as long as (a) you remain an employee of either the Company or an Affiliate, or (b) (i) you remain a Consultant to either the Company or an Affiliate or (ii) you are deemed to have satisfied the requirements for Retirement (defined below).  Nothing in the adoption of the Plan, nor the award of the Restricted Stock Units thereunder pursuant to this Agreement, shall confer upon you the right to continued employment by or service with the Company Group or affect in any way the right of the Company Group to terminate such employment or service at any time.  Unless otherwise provided in a written employment or consulting agreement or by applicable law, your employment by or service with the Company Group shall be on an at-will basis, and the employment or service relationship may be terminated at any time by either you or the Company Group for any reason whatsoever, with or without cause or notice.  Any question as to whether and when there has been a termination of such employment or service, the cause of such termination, or your eligibility for Retirement shall be determined by the Committee or its delegate (the delegate may include the Chief Executive Officer for participants who are not subject to section 16 of the Exchange Act, in which case references to the “Committee” shall mean the Chief Executive Officer), in its sole discretion and its determination shall be final. You may be deemed eligible for “Retirement” if each of the following conditions are satisfied:

(A) your separation from service is due to a normal retirement from your career;

(B) you provide written notice to the Company of your intent to retire at least twelve (12) full calendar months prior to your separation from service pursuant to a normal retirement; provided, however, that such notice may be waived or shortened by the Committee;

(C) you have provided at least seven (7) years of continuous service to one or more members of the Company Group immediately prior to your separation from service pursuant to a normal retirement;

(D) you are in “good standing” as determined by the Committee at the time of your separation from service pursuant to a normal retirement; and

(E)  you have not accepted other employment with, or will be providing services to, any competitor of the Company, or any other organization if the employment or services to be provided thereto are in a substantially similar capacity, role, or function as has been provided to the Company or its Affiliates; however, permitted exceptions include employment or services such as becoming a board member of another entity that is not a competitor of the Company, teaching positions, services provided to non-profit organizations, retail positions or other employment or service that the Committee determines will not alter your normal retirement status with the Company.

Notwithstanding anything to the contrary above, the Committee shall retain the authority to determine whether your separation from service meets the conditions for a Retirement set forth above. The Committee’s determination that you have met the requirements for a Retirement may be revoked at any time following your separation from service if the Committee determines that your retirement status has changed or was determined based upon incorrect information.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by an officer thereunto duly authorized, as of the date first above written.

TARGA RESOURCES CORP.

By:____________________________________

Name:  Joe Bob Perkins

Title:  Chief Executive Officer

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