The following table sets out the levels at which the Tranche TSR Units may vest (using linear interpolation) based on the ENLC TSR percentile ranking for the applicable performance period relative to the TSR achievement of the Peer Companies:

Approximately one-third of the Total CF Units (the “Tranche CF Units”) relates to each of the first three performance periods described above (i.e., the Cash Flow performance goal does not relate to the Cumulative Performance Period). The Board will establish the Cash Flow performance targets for purposes of the column in the table below titled “ENLC’s Achieved Cash Flow” for each performance period no later than March31 of the year in which the relevant performance period begins. Following the end date of a given performance period, the Committee will measure and determine the Cash Flow performance of ENLC to determine the Tranche CF Units that are eligible to vest, subject to the Named Executive Officer’s continued employment or service with ENLC or its affiliates through the end of the Cumulative Performance Period. In short, the Performance-Based Award Agreement defines Cash Flow for a given performance period as (A)(i)ENLC’s adjusted EBITDA minus (ii)interest expense, current taxes and other, maintenance capital expenditures, and preferred unit accrued distributions divided by (B)the time-weighted average number of ENLC’s common units outstanding during the relevant performance period. By way of example, the following table sets out the levels at which the Tranche CF Units will be eligible to vest (using linear interpolation) based on the Cash Flow performance of ENLC for the performance period ending December31, 2019:

Subject to the exceptions described below, the Performance-Based Award Agreement provides that the Tranche TSR Units and the Tranche CF Units (as applicable, the “Tranche Units”) will be forfeited if the Named Executive Officer’s employment or service with ENLC and its affiliates terminates prior to the end date of the Cumulative Performance Period. However, the Tranche Units may vest or remain eligible for vesting in full or on a pro-rated basis for certain terminations of employment or service. For instance, if the officer’s employment or service is terminated as a general matter (x)due to his or her “retirement” (as defined in the Performance-Based Award Agreement and the Time-Based Award Agreement, as applicable),

(y)by ENLC or its affiliates without “cause” (as defined in the Performance-Based Award Agreement and the Time-Based Award Agreement, as applicable), or (z)by the officer for “good reason” (as defined in the Performance-Based Award Agreement and the Time-Based Award Agreement, as applicable) (each, a “Covered Termination”), the applicable Tranche Units (i.e., determined to the above tables) will vest in full or remain eligible for vesting on a pro-rated basis, depending on whether the applicable termination occurs prior to, on, or after the end date for the relevant performance period, whether the retirement is a “normal retirement” (as defined in the Performance-Based Award Agreement), and whether the Covered Termination occurs prior to, on, or after a “change of control” (as defined in the Plan) (if any).

If the Covered Termination occurs prior to the end date of the applicable performance period, the applicable Tranche Units will remain eligible for vesting, subject to achievement of the applicable performance goal (with vesting occurring as of the achievement of such performance goal). In such case, any such vesting will be on a pro-rated basis unless the Covered Termination is a normal retirement or a change of control occurs on or prior to such termination. If the Covered Termination occurs on or after the end date of the applicable performance period, the applicable Tranche Units will vest in full (assuming a threshold payout level is achieved for the relevant performance goal).

Similar vesting applies to the applicable Tranche Units in the case of death or a qualifying disability. If death or a qualifying disability occurs on or after the end date of the applicable performance period, the applicable Tranche Units will vest in full (assuming a threshold payout level is achieved for the relevant performance goal). If the death or qualifying disability occurs prior to the end date of the applicable performance period, vesting of the Tranche Units will be deemed to apply at the “Target” performance level.

Time-Based Award Agreement

The Time-Based Award Agreement generally provides that, subject to the satisfaction of the conditions set forth in the agreement, the Restricted Units granted thereunder (the “Subject Units”) will vest on the third anniversary of the vesting commencement date (the “Regular Vesting Date”). The Subject Units will be forfeited if the Named Executive Officer’s employment or service with ENLC and its affiliates terminates prior to the Regular Vesting Date except that the Subject Units will vest in full or on a pro-rated basis for certain terminations of employment or service prior to the Regular Vesting Date. For instance, the Subject Units will vest on a pro-rated basis for Covered Terminations except that the Subject Units will vest in full if the applicable Covered Termination is a “normal retirement” (as defined in the Time-Based Award Agreement) or the applicable Covered Termination occurs after a change of control (if any). The Subject Units will vest in full if death or a qualifying disability occurs prior to the Regular Vesting Date.

The foregoing description of the Performance-Based Award Agreement and the Time-Based Award Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Performance-Based Award Agreement and the form of Time-Based Award Agreement, copies of which are attached as Exhibit10.1 and Exhibit10.2, respectively, to this Current Report on Form8-K and are incorporated herein by reference.

EnLink Midstream, LLC Exhibit
EX-10.1 2 a19-6567_1ex10d1.htm EX-10.1 Exhibit 10.1   PERFORMANCE UNIT AGREEMENT   THIS PERFORMANCE UNIT AGREEMENT (this “Agreement”) is entered into by and between EnLink Midstream,…
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About ENLINK MIDSTREAM, LLC (NYSE:ENLC)

EnLink Midstream, LLC is a midstream energy services company. The Company’s assets include its equity interests in EnLink Midstream Partners, LP (the Partnership) and EnLink TOM Holdings, LP (TOM Holdings). The Partnership is engaged in the gathering, transmission, processing and marketing of natural gas and natural gas liquids (NGLs), condensate and crude oil, as well as providing crude oil, condensate and brine services to producers. TOM Holdings and its subsidiaries are controlled by the Partnership and have similar operations to the Partnership. The Partnership has five reportable segments: Texas, Oklahoma, Louisiana, Crude and Condensate, and Corporate. The Partnership’s assets consist of gathering systems, transmission pipelines, processing facilities, fractionation facilities, stabilization facilities, storage facilities and ancillary assets.