Exhibit 10.1
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SECOND AMENDED AND RESTATED
TARGA RESOURCES CORP.
2010 STOCK INCENTIVE PLAN
(As Amended and Restated August 1, 2023)
PURPOSE OF THE PLAN
The purpose of the SECOND AMENDED AND RESTATED TARGA RESOURCES CORP. 2010 STOCK INCENTIVE PLAN (As Amended and Restated August 1, 2023) (the “Plan”) is to provide a means through which TARGA RESOURCES CORP., a Delaware corporation (the “Company”), and its Affiliates may attract able persons to serve as Directors or Consultants or to enter the employ of the Company and its Affiliates and to provide a means whereby those individuals upon whom the responsibilities of the successful administration and management of the Company and its Affiliates rest, and whose present and potential contributions to the Company and its Affiliates are of importance, can acquire and maintain stock ownership, thereby strengthening their concern for the welfare of the Company and its Affiliates. A further purpose of the Plan is to provide such individuals with additional incentive and reward opportunities designed to enhance the profitable growth of the Company and its Affiliates. Accordingly, the Plan provides for the grant of Options (including Incentive Stock Options), Stock Appreciation Rights, Restricted Stock Awards, Performance Awards, Phantom Stock Awards, Bonus Stock Awards, Other Stock-Based Awards, Dividend Equivalents, Cash Awards, Substitute Awards or any combination of the foregoing, as is best suited to the circumstances of the particular employee, Consultant, or Director as provided herein.
DEFINITIONS
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Notwithstanding the foregoing, with respect to an Award that provides for a deferral of compensation under the Nonqualified Deferred Compensation Rules and with respect to which a Change in Control will accelerate or otherwise result in payment, “Change in Control” for such purposes shall mean a “change of control event” as defined in the Nonqualified Deferred Compensation Rules, unless otherwise expressly determined by the Committee.
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History, EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan as set forth herein constitutes a second amendment and restatement of the Targa Resources Corp. 2010 Stock Incentive Plan, as amended from time to time (the “2010 Plan”), originally adopted by the Company and approved by the Company’s stockholders effective as of November 12, 2010. The 2010 Plan was then amended and restated in its entirety by the Company, and approved by the Company’s stockholders, effective May 22, 2017 (the “2017 Effective Date”). Following the 2017 Effective Date, the Plan was amended effective February 12, 2021 in a manner
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that did not require stockholder approval. The Plan is now being amended and restated a second time to be effective August 1, 2023 (the “Effective Date”), and shall supersede and replace the 2017 Plan in its entirety. No further Awards may be granted under the Plan after 10 years from the 2017 Effective Date. The Plan shall remain in effect until all Awards granted under the Plan have vested or been settled or forfeited or satisfied or expired.
ADMINISTRATION
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SHARES SUBJECT TO THE PLAN; AWARD LIMITS; GRANT OF AWARDS
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ELIGIBILITY
Awards may be granted only to Persons who, at the time of grant, are employees, Consultants, or Directors; provided, that, any such Person must be an “employee” of the Company or any of its parents or subsidiaries within the meaning of General Instruction A.1(a) to Form S-8 if such Person is granted an Award that may be settled in Stock. An Award may be granted on more than one occasion to the same Person, and, subject to the limitations set forth in the Plan, the Committee may from time to time grant Awards to one or more employees, Consultants, or Directors determined by it to be eligible for participation in the Plan in accordance with the terms of the Plan.
STOCK OPTIONS
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STOCK APPRECIATION RIGHTS
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RESTRICTED STOCK AWARDS
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PHANTOM STOCK AWARDS
OTHER AWARDS
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PERFORMANCE AWARDS
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PROVISIONS APPLICABLE TO AWARDS
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RECAPITALIZATION OR REORGANIZATION
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provided, however, that so long as the event is not an Adjustment Event, the Committee may determine in its sole discretion that no adjustment is necessary to Awards then outstanding. If an Adjustment Event occurs, this Paragraph XIV(d) shall only apply to the extent it is not in conflict with Paragraph XIV(c).
AMENDMENT AND TERMINATION OF THE PLAN
The Committee may amend, alter, suspend, discontinue or terminate any Award or Award Agreement, the Plan or the Committee’s authority to grant Awards under the Plan without the consent of stockholders or Participants, except that any amendment or alteration to the Plan, including any increase in any share limitation, shall be subject to the approval of the Company’s stockholders not later than the annual meeting next following such Committee action if such stockholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Common Stock may then be listed or quoted, and the Committee may otherwise, in its discretion, determine to submit other changes to the Plan to stockholders for approval; provided, that, without the consent of an affected Participant, no such Committee action may materially and adversely affect the rights of such Participant under any previously granted and outstanding Award. For purposes of clarity, any adjustments made to Awards pursuant to Paragraph XIV will be deemed not to materially and adversely affect the rights of any Participant under any previously granted and outstanding Award and therefore may be made without the consent of affected Participants.
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MISCELLANEOUS
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