exv10w3



 





Exhibit 10.3




QUEST ENERGY PARTNERS, L.P.




RESTRICTED UNIT AWARD AGREEMENT




	 	 	 	 	 
	Date of Grant:

	 	 
	 	, 20    
	 

	 	 	 	 
	 
	 	 	 	 
	Number of Units Awarded:

	 	 
	 	Units
	 

	 	 	 	 





     THIS AGREEMENT, dated as of ______________, is between Quest Energy GP, LLC, a
Delaware limited liability company (the “Company”) and ______________(“Employee”).



RECITALS:




          A. Employee is a valued and key employee of the Company or an Affiliate of the Company.




          B. The Company has elected to award Employee restricted common units of Quest Energy Partners,
L.P. (the “Partnership”) pursuant to and in accordance with this Agreement, in order that Employee
may be rewarded for remaining as an employee of the Company or an Affiliate and to advance the
interests of the Partnership and its Affiliates.




AGREEMENT:




          In consideration of the mutual premises and covenants contained herein and other good and
valuable consideration paid by Employee to the Company, the Company and Employee agree as follows:




	 	 	 
	Section 1.

	 	Incorporation of Plan; Definitions






          All provisions of this Restricted Unit Award Agreement and the rights of Employee hereunder
are subject in all respects to the provisions of the Quest Energy Partners, L.P. Long-Term
Incentive Plan (the “Plan”) and the powers of the Committee therein provided. Capitalized terms
used in this Agreement but not defined shall have the meanings set forth in the Plan.




	 	 	 
	Section 2.

	 	Grant of Units






          The Company hereby grants and awards to Employee, subject to the conditions and restrictions
set forth in this Agreement and as of the Date of Grant identified above, that number of Units of
the Partnership identified above opposite the heading “Number of Units Awarded.” The Units will be
issued in the name of Employee or a nominee of Employee as of the Date of Grant, provided, however,
that a certificate or certificates representing the Units will not be delivered to Employee until
such later date as identified in Section 6 below.




 









 





	 	 	 
	Section 3.

	 	Restricted Period






          Subject to any exceptions set forth elsewhere herein, the Units awarded hereunder are subject
to a restricted period (the “Restricted Period”) such that the Units are nontransferable and
subject to risk of forfeiture until the Units become vested in accordance with this Agreement. The
Restricted Period shall lapse with respect to certain Units on the vesting date for such Units (the
“Vesting Date”), as identified below. The Company, in its sole discretion, may accelerate the
lapse of the Restricted Period for any or all of the Units if in its judgment the performance of
Employee or the circumstances surrounding Employee’s separation from service with the Company or an
Affiliate warrants such acceleration and/or such acceleration is in the best interests of the
Company and the Partnership.




          Provided the Units have not already been forfeited pursuant to Section 5 and subject to any
exceptions listed elsewhere herein, the Restricted Period for the Units shall lapse proportionally
over a ___-year period with ___of the Units becoming vested each year on those Vesting
Dates identified below.




[Insert applicable vesting schedule.]




	 	 	 
	Section 4.

	 	Restrictions on Units






          Subject to any exceptions set forth elsewhere herein, none of the Units awarded hereunder or
the rights relating thereto may be sold, assigned, transferred, pledged, hypothecated or otherwise
disposed of by Employee, and Employee agrees not to sell, assign, transfer, pledge, hypothecate or
otherwise dispose of such Units or rights, during the Restricted Period prior to such Restricted
Period lapsing in accordance with the vesting schedule set forth above in Section 3. As the
Restricted Period lapses with respect to one of more Units, such restriction on transfer shall
terminate and the Units will become freely transferable under this Agreement, subject only to such
further limitations on transfer, if any, as may exist under the Partnership’s partnership
agreement, applicable law or any other agreement binding upon Employee.




	 	 	 
	Section 5.

	 	Possible Forfeiture of Units Prior to Vesting






          Unless otherwise provided herein, if Employee separates from service with the Company or one
of its Affiliates before one or more of the Vesting Dates for some or all of the Units, (i) all
unvested Units held by Employee shall thereupon immediately be forfeited and (ii) all rights to
receive Unit Distribution Rights (“UDRs”) with respect to such Units, and any other rights or
benefits Employee may be entitled to by virtue of Employee’s possession of the Units shall be
forfeited. Upon such forfeiture, Employee shall have no further rights under this Agreement. For
purposes of this Agreement, the transfer of Employee’s employment from the Company to an Affiliate
or vice-versa will not constitute a separation from service.




	 	 	 
	Section 6.

	 	Certificates






          One or more certificates representing the Units will be held by the Company (or its delegate)
until the Vesting Dates for some or all of the Units, as set forth in Section 3 of this




 









 




Agreement, at which time a certificate or certificates representing the Units then vesting
will be issued to Employee.




	 	 	 
	Section 7.

	 	Acknowledgement of Rights of the Company in Event of Change of Control, Reorganization, Liquidation, Etc. 






          By executing this Agreement, Employee agrees and acknowledges that in the event of a Change of
Control, any change in applicable law or regulation affecting the Plan or the Units, or any change
in accounting principles affecting the financial statements of the Partnership, the Committee, in
its sole discretion, without the consent of Employee, and on such terms and conditions as it deems
appropriate, may take any one or more of the following actions in order to either prevent dilution
or enlargement of the benefits or potential benefits intended to be made available under this
Agreement or mitigate any unfavorable accounting consequences:





     (A) provide for either (i) the cancellation of the Units in exchange for an amount of
cash, if any, equal to the amount that would have been attained upon the realization of the
Participant’s rights or (ii) the replacement of such Units with other rights or property
selected by the Company in its sole discretion;




     (B) provide that such Units be assumed by the successor or survivor entity, or a parent
or subsidiary thereof, or be exchanged for similar rights covering the equity of the
successor or survivor, or a parent or subsidiary thereof, with appropriate adjustments as to
the number and kind of equity interests;




     (C) make adjustments in the number and type of Units (or other securities or property),
and in the number and kind of Units or in the terms and conditions of, and the vesting and
performance criteria included in, or both; or




     (D) accelerate or modify (only to the extent more favorable to Employee) the Vesting
Schedule applicable to the Units.



	 	 	 
	Section 8.

	 	UDRs






          In lieu of all distributions that would otherwise be paid on the Units if they were
not subjected to the restrictions hereunder, during the Restricted Period, with respect to each
Unit, Employee shall be entitled to receive an amount of cash equal to the per Unit cash
distribution (excluding any distribution made to holders of Units made to cover any applicable
federal, state or other tax liability) made by the Partnership under the Partnership’s partnership
agreement. Such UDR payment will be made to Employee as soon as reasonably practicable following
the date such distributions are paid to holders of the Units. Under no circumstances shall
Employee’s right to receive a UDR payment be interpreted or construed as such Units not being
subject to the Restricted Period or as Employee having any rights as a holder of Units greater than
those set forth herein and in the Plan. Following a Vesting Date, no UDR payment shall be made on
any vested Unit, however, Employee shall be entitled to any distribution made to holders of Units
under the Partnership’s partnership agreement with respect to such unrestricted Unit. For the
avoidance of doubt, at no point in time will Employee be entitled to both actual distributions paid
on Units and UDR payments.




 









 





	 	 	 
	Section 9.

	 	Voting Rights






          With respect to each Unit granted hereunder, Employee shall have such voting rights, if any,
as are provided to the holders of Units under the Partnership’s partnership agreement or as
provided under applicable law.




	 	 	 
	Section 10.

	 	Notice of Section 83(b) Election






          If Employee desires to make an election under Section 83(b) of the Code relating to the award
of Units, Employee shall notify the Company or its delegate of such election within 30 days of the
Date of Grant. Employee shall be solely responsible for making such an Section 83(b) election and
satisfying all notice and filing requirements under the Code.




	 	 	 
	Section 11.

	 	Adjustments






          Notwithstanding any provision herein to the contrary, in the event of any change in the number
of outstanding Units of the Partnership effected without receipt of consideration therefor by the
Partnership, by reason of a merger, reorganization, consolidation, recapitalization, separation,
liquidation, unit dividend, unit split, unit combination or other change in the corporate structure
of the Partnership affecting the Units, the Units then subject to this Agreement will be
automatically adjusted to accurately and equitably reflect the effect thereon of such change. In
the event of a dispute concerning such adjustment, the decision of the Company will be conclusive.




	 	 	 
	Section 12.

	 	Amendment and Cancellation






          This Agreement may be amended or cancelled at any time provided that, to the extent any
amendment would be materially adverse to Employee or in the event of the cancellation of this
Agreement, both the Company and Employee consent to the terms of such amendment or cancellation.




	 	 	 
	Section 13.

	 	Withholding of Tax






          To the extent that the grant or vesting of a Unit or the payment of any UDRs results in the
receipt of compensation by Employee with respect to which the Company or an Affiliate has a tax
withholding obligation pursuant to applicable law, unless other arrangements have been made by
Employee that are acceptable to the Company or such Affiliate, Employee shall deliver to the
Company or the Affiliate such amount of money as the Company or the Affiliate may require to meet
its withholding obligations under such applicable law. Unless otherwise determined by the Company
or the Partnership, the Employee may satisfy any applicable withholding obligation by transferring
to the Partnership already owned Units or directing that Partnership Units which are about to
become vested be withheld. No Units will be released from the restrictions imposed under this
Agreement until Employee has paid or made arrangements approved by the Company or the Affiliate to
satisfy in full the applicable tax withholding requirements of the Company or Affiliate with
respect to such event.




 









 





	 	 	 
	Section 14.

	 	Entire Agreement






          This Agreement constitutes the entire agreement of the parties with regard to the subject
matter hereof, and contains all the covenants, promises, representations, warranties and agreements
between the parties with respect to the Units granted hereby. Without limiting the scope of the
preceding sentence, all prior understandings and agreements, if any, among the parties hereto
relating to the subject matter hereof are hereby null and void and of no further force and effect.
Any modification of this Agreement shall be effective only if it is in writing and signed by both
Employee and an authorized officer of the Company.




	 	 	 
	Section 15.

	 	Designation of Beneficiary






          Employee may designate a person or persons to receive, in the event of Employee’s death, Units
then vesting (if any) or other property then or thereafter distributable relating to the Units.
Such designation must be made either in the space indicated at the end of this Agreement or upon
forms supplied by and delivered to the Company or its delegate and may be revoked in writing. If
Employee fails effectively to designate a beneficiary, the estate of Employee will be deemed to be
the beneficiary of Employee with respect to any such Units or other property.




	 	 	 
	Section 16.

	 	Applicable Law.






          This Agreement will be governed by and construed in accordance with the laws of the State of
Delaware, excluding its conflict of laws provisions.




          The parties to this Agreement have executed this Agreement as of the date first above stated.




	 	 	 	 	 
	 	 	QUEST ENERGY GP, LLC
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	 
	 

	 	 	 	 
	 

	 	Title:
	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	EMPLOYEE
	 
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 	 	 





 









 





	 	 	 
	Designation of Beneficiary
	 	 
	 
	 	 
	 
	 	 
	 	 	 
	(Relationship to Employee)
	 	 
	 
	 	 
	 

	 	 
	 

	 	 
	 

	 	(Name of Beneficiary)
	 
	 	 
	 

	 	 
	 

	 	 
	 

	 	(Street Address)
	 
	 	 
	 

	 	 
	 

	 	 
	 

	 	(City, State, Zip Code)