exv10w5



 




Exhibit
10.5


WILLIAMS PIPELINE GP LLC




LONG-TERM INCENTIVE PLAN




ARTICLE 1.

PURPOSE OF THE PLAN




     The Williams Pipeline GP LLC Long-Term Incentive Plan (the “Plan”) is intended to promote the
interests of Williams Pipeline Partners L.P., a Delaware limited partnership (the “Partnership”),
by providing to employees, consultants, and directors of Williams Pipeline GP LLC, a Delaware
limited liability company (the “Company”), and its Affiliates who perform services for the
Partnership and its subsidiaries incentive compensation awards that are based on Units for superior
performance. The Plan is also contemplated to enhance the ability of the Company and its
Affiliates to attract and retain the services of individuals who are essential for the growth and
profitability of the Partnership and to encourage them to devote their best efforts to advancing
the business of the Partnership and its subsidiaries.



ARTICLE 2.

DEFINITIONS





     As used in the Plan, the following terms shall have the meanings set forth below:




	2.1	 	Affiliate means, with respect to any Person, any other Person that directly or indirectly
through one or more intermediaries controls, is controlled by or is under common control with,
the Person in question. As used herein, the term “control” means the possession, direct or
indirect, of the power to direct or cause the direction of the management and policies of a
Person, whether through ownership of voting securities, by contract or otherwise.
	 
	2.2	 	Award means an Option, Restricted Unit, Phantom Unit or Unit Appreciation Right granted under
the Plan, and shall include any tandem DERs granted with respect to a Phantom Unit, Option or
Unit Appreciation Right.
	 
	2.3	 	Award Agreement means the written agreement by which an Award shall be evidenced.
	 
	2.4	 	Board means the Board of Directors of the Company.
	 
	2.5	 	Change of Control means, and shall be deemed to have occurred upon the occurrence of one or
more of the following events: (i) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or substantially all of the assets of
the Partnership, the Company or The Williams Companies, Inc. to any Person and/or its
Affiliates, other than to the Partnership,




 





	 	 	 	 	 
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	 	 	the Company and/or any of their Affiliates; or (ii) the consolidation, reorganization,
merger or other transaction pursuant to which more than 50% of the voting power of the
outstanding equity interests in the Partnership, the Company or The Williams Companies, Inc.
cease to be owned by the Persons who own such interests as of the effective date of the
initial public offering of Units.






Solely with respect to any Award that is subject to Section 409A of the Code and to the
extent that the definition of change of control under Section 409A applies to limited
liability companies, this definition is intended to comply with the definition of change of
control under Section 409A of the Code, and, to the extent that the above definition does
not so comply, such definition shall be void and of no effect and, to the extent required to
ensure that this definition complies with the requirements of Section 409A of the Code, the
definition of such term set forth in regulations or other regulatory guidance issued under
Section 409A of the Code by the appropriate governmental authority is hereby incorporated by
reference into and shall form part of this Plan as fully as if set forth herein verbatim and
the Plan shall be operated in accordance with the above definition of Change of Control as
modified to the extent necessary to ensure that the above definition complies with the
definition prescribed in such regulations or other regulatory guidance insofar as the
definition relates to any Award that is subject to Section 409A of the Code.




	2.6	 	Committee means the committee of the Board, consisting of independent directors, appointed by
the Board to administer the Plan. If no such committee is appointed, the Board shall have the
rights and responsibilities of the Committee under this Plan.
	 
	2.7	 	Consultant means an individual who performs services for the Partnership and is not an
Employee or a Director.
	 
	2.8	 	DER means a distribution equivalent right, which is a contingent right, granted in tandem
with a specific Award of any Unit Appreciation Right, Option or Phantom Unit, to receive an
amount in cash equal to the cash distributions made by the Partnership with respect to a Unit
during the period such Award is outstanding.
	 
	2.9	 	Director means a member of the Board who is not an Employee.
	 
	2.10	 	Employee means any employee of the Company or an Affiliate who performs services for the
Partnership.
	 
	2.11	 	Exchange Act means the Securities Exchange Act of 1934, as amended.
	 
	2.12	 	Fair Market Value means the closing sales price of a Unit on the date of determination (or if
there is no trading in the Units on such date, on the next preceding date on which there was
trading) as reported in The Wall Street Journal (or other reporting service approved by the
Committee). In the event Units are not publicly traded at the time a determination of Fair
Market Value is required to be made hereunder, the determination of Fair Market Value shall be
made in good faith by the Committee.
	 
	2.13	 	Option means an option to purchase Units granted under the Plan.




 





	 	 	 	 	 
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	2.14	 	Participant means any Employee, Consultant or Director granted an Award under the Plan.
	 
	2.15	 	Person means an individual or a corporation, limited liability company, partnership, joint
venture, trust, unincorporated organization, association, governmental agency or political
subdivision thereof or other entity.
	 
	2.16	 	Phantom Unit means a phantom (notional) Unit granted under the Plan which upon vesting
entitles the Participant to receive a Unit or an amount of cash equal to the Fair Market Value
of a Unit, as determined by the Committee in its discretion.
	 
	2.17	 	Restricted Period means the period established by the Committee with respect to an Award
during which the Award remains subject to forfeiture and is either not exercisable by or
payable to the Participant, as the case may be.
	 
	2.18	 	Restricted Unit means a Unit granted under the Plan that is subject to a Restricted Period.
	 
	2.19	 	Rule 16b-3 means Rule 16b-3 promulgated by the SEC under the Exchange Act, or any successor
rule or regulation thereto as in effect from time to time.
	 
	2.20	 	SEC means the Securities and Exchange Commission, or any successor thereto.
	 
	2.21	 	UDR means a unit distribution right, which is a distribution made by the Partnership with
respect to a Restricted Unit.
	 
	2.22	 	Unit means a common unit, as defined in the First Amended and Restated Agreement of Limited
Partnership of Williams Pipeline Partners L.P., as it may be amended or amended and restated
from time to time.
	 
	2.23	 	Unit Appreciation Right means an Award that, upon exercise, entitles the holder to receive
the excess of the Fair Market Value of a Unit on the exercise date over the exercise price
established for such Unit Appreciation Right. Such excess may be paid in cash and/or in Units
as determined by the Committee in its discretion.





ARTICLE 3.

ADMINISTRATION




     The Plan shall be administered by the Committee. A majority of the Committee shall constitute
a quorum, and the acts of the members of the Committee who are present at any meeting thereof at
which a quorum is present, or acts unanimously approved by the members of the Committee in writing,
shall be the acts of the Committee. Subject to the following and any applicable law, the
Committee, in its sole discretion, may delegate any or all of its powers and duties under the Plan,
including the power to grant Awards under the Plan, to the Chief Executive Officer of the Company,
subject to such limitations on such delegated powers and duties as the Committee may impose, if
any. Upon any such delegation all references in the Plan to the “Committee”, other than in
Article 7, shall be deemed to include the Chief Executive Officer; provided, however, that
such delegation shall not limit the Chief Executive Officer’s right to receive Awards under the
Plan. Notwithstanding the foregoing, the Chief Executive Officer may not grant Awards to, or


 





	 	 	 	 	 
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take any action with respect to any Award previously granted to, a person who is an officer
subject to Rule 16b-3 or who is a member of the Board. Subject to the terms of the Plan and
applicable law, and in addition to other express powers and authorizations conferred on the
Committee by the Plan, the Committee shall have full power and authority to: (i) designate
Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii)
determine the number of Units to be covered by Awards; (iv) determine the terms and conditions of
any Award; (v) determine whether, to what extent, and under what circumstances Awards may be
settled, exercised, canceled, or forfeited; (vi) interpret and administer the Plan and any
instrument or agreement relating to an Award made under the Plan; (vii) establish, amend, suspend,
or waive such rules and regulations and appoint such agents as it shall deem appropriate for the
proper administration of the Plan; and (viii) make any other determination and take any other
action that the Committee deems necessary or desirable for the administration of the Plan. Unless
otherwise expressly provided in the Plan, all designations, determinations, interpretations, and
other decisions under or with respect to the Plan or any Award shall be within the sole discretion
of the Committee, may be made at any time and shall be final, conclusive, and binding upon all
Persons, including the Company, the Partnership, any Affiliate, any Participant, and any
beneficiary of any Award.



ARTICLE 4.

UNITS





	4.1	 	Limits on Units Deliverable. Subject to adjustment as provided in
Section 4.3, the number of Units with respect to which Awards may be granted under the
Plan is 2,000,000. However, there shall not be any limitation on the number of Awards that
may be granted and paid in cash. If any Award expires, is canceled, exercised, paid or
otherwise terminates without the delivery of Units, then the Units covered by such Award, to
the extent of such expiration, cancellation, exercise, payment or termination, shall again be
Units with respect to which Awards may be granted. In the event that Units issued under the
Plan are reacquired by the Company pursuant to any forfeiture provision, such Units shall
again be available for the purposes of the Plan. In the event a Participant pays for any
Award through the delivery of previously acquired Units, the number of Units available shall
be increased by the number of Units delivered by the Participant.
	 
	4.2	 	Sources of Units Deliverable Under Awards. Any Units delivered pursuant to
an Award shall consist, in whole or in part, of Units acquired in the open market, from any
Affiliate, the Company, the Partnership or any other Person, or any combination of the
foregoing.
	 
	4.3	 	Adjustments. In the event of any distribution (whether in the form of cash,
Units, other securities, or other property, but excluding regular, quarterly cash
distributions), recapitalization, Unit split, reverse Unit split, subdivision, consolidation
or reduction of capital, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase, or exchange of Units or other securities of the Partnership, issuance
of warrants or other rights to purchase Units or other securities of the Partnership, or other
similar transaction or event affects the Units, provided that any such transaction or event
referred to heretofore does not involve the receipt of consideration by the Partnership, then
the Committee shall, in such




 





	 	 	 	 	 
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	 	 	manner as it may deem equitable in order to prevent dilution or enlargement of the benefits
or potential benefits intended to be made available under the Plan, adjust any or all of (i)
the number and type of Units (or other securities or property) with respect to which Awards
may be granted, (ii) the number and type of Units (or other securities or property) subject
to outstanding Awards, and (iii) the grant or exercise price with respect to any Award or,
if deemed appropriate, make provision for a cash payment to the holder of an outstanding
Award; provided, that the number of Units subject to any Award shall always be a whole
number and, provided further, that the Committee shall not take any action otherwise
authorized under this Section 4.3 to the extent that (i) such action would cause (A)
the application of Section 409A or 162(m) of the Code to the Award or (B) adverse tax
consequences under Section 409A or 162(m) of the Code should either or both of those Code
sections apply to the Award or (ii) such action would, except as permitted in Section
7.3, materially reduce the benefit to the Participant without the consent of the
Participant. By way of example and not limitation, neither the conversion of any
convertible securities of the Partnership nor any open market purchase of Units by the
Partnership shall be treated as a transaction that “does not involve the receipt of
consideration” by the Partnership.





ARTICLE 5.

ELIGIBILITY




     Any Employee, Consultant or Director shall be eligible to be designated a Participant and
receive an Award under the Plan.



ARTICLE 6.

AWARDS





	6.1	 	Options. Subject to the provisions of the Plan, the Committee shall have
the authority to determine the Participants to whom Options shall be granted, the number of
Units to be covered by each Option, whether DERs are granted with respect to such Option, the
purchase price therefor and the conditions and limitations applicable to the exercise of the
Option, including the following terms and conditions and such additional terms and conditions,
as the Committee shall determine, that are not inconsistent with the provisions of the Plan.






	 	(a)	 	Exercise Price. The purchase price per Unit purchasable under an Option shall
be determined by the Committee at the time the Option is granted, but shall not be less
than 100% of the Fair Market Value per Unit on the date of grant.
	 
	 	(b)	 	Time and Method of Exercise. The Committee shall determine the time or times
at which an Option may be exercised in whole or in part, which may include, without
limitation, accelerated vesting upon the achievement of specified performance goals,
and the method or methods by which payment of the exercise price with respect thereto
may be made or deemed to have been made, which may include, without limitation, cash,
check acceptable to the Company, a cashless broker exercise through procedures approved
by the Company, other securities or other property, or any combination thereof,




 





	 	 	 	 	 
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	 	 	 	having a Fair Market Value on the exercise date equal to the relevant exercise
price.
	 	(c)	 	Forfeiture. Except as otherwise provided in the terms of the Option grant,
upon termination of a Participant’s employment with or consulting services to the
Company and its Affiliates or membership on the Board, whichever is applicable, for any
reason during the applicable Restricted Period, all Options shall be forfeited by the
Participant unless otherwise provided in a written agreement between the Participant
and the Company or its affiliates. The Committee may, in its discretion, waive in
whole or in part such forfeiture with respect to a Participant’s Options.
	 
	 	(d)	 	DERs. To the extent provided by the Committee, in its discretion, a grant of
Options may include a tandem DER grant, which may provide that such DERs be credited to
a bookkeeping account subject to the same vesting restrictions as the tandem Options
Award, or be subject to such other provisions or restrictions as determined by the
Committee in its discretion. Notwithstanding any other provision of the Plan to the
contrary, any grant of DERs with respect to Options shall contain terms that (i) are
designed to avoid application of Section 409A of the Code to the Award or (ii) are
designed to avoid adverse tax consequences under Section 409A should that Code section
apply.






	6.2	 	Restricted Units and Phantom Units. The Committee shall have the authority
to determine the Participants to whom Restricted Units or Phantom Units shall be granted, the
number of Restricted Units or Phantom Units to be granted to each such Participant, the
Restricted Period, the conditions under which the Restricted Units or Phantom Units may become
vested or forfeited, which may include, without limitation, the accelerated vesting upon the
achievement of specified performance goals, and such other terms and conditions as the
Committee may establish with respect to such Awards, including whether DERs are granted with
respect to the Phantom Units or UDRs are granted with respect to Restricted Units.






	 	(a)	 	DERs. To the extent provided by the Committee, in its discretion, a grant of
Phantom Units may include a tandem DER grant, which may provide that such DERs be
credited to a bookkeeping account (without interest) or that additional Phantom Units
be awarded, which account or Phantom Units may be subject to the same vesting
restrictions as the tandem Phantom Unit Award, or be subject to such other provisions
or restrictions as determined by the Committee in its discretion. Notwithstanding any
other provision of the Plan to the contrary, any grant of DERs with respect to Phantom
Units shall contain terms that (i) are designed to avoid application of Section 409A of
the Code to the Award or (ii) are designed to avoid adverse tax consequences under
Section 409A should that Code section apply.
	 
	 	(b)	 	UDRs. To the extent provided by the Committee, in its discretion, a grant of
Restricted Units may provide that distributions made by the Partnership with respect to
the Restricted Units shall be subject to the same forfeiture and other restrictions as
the Restricted Unit and, if restricted, such distributions




 





	 	 	 	 	 
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	 	 	 	shall be held, without interest, until the Restricted Unit vests or is forfeited
with the UDR being paid or forfeited at the same time, as the case may be. Absent
such a restriction on the UDRs in the Award Agreement, UDRs shall be paid to the
holder of the Restricted Unit without restriction.
	 	(c)	 	Forfeitures. Except as otherwise provided in the terms of the Restricted Units
or Phantom Units grant, upon termination of a Participant’s employment with or
consulting services to the Company and its Affiliates or membership on the Board,
whichever is applicable, for any reason during the applicable Restricted Period, all
outstanding Restricted Units and Phantom Units awarded the Participant shall be
automatically forfeited on such termination unless otherwise provided in a written
agreement between the Participant and the Company or its Affiliates. The Committee
may, in its discretion, waive in whole or in part such forfeiture with respect to a
Participant’s Restricted Units and/or Phantom Units.
	 
	 	(d)	 	Lapse of Restrictions.






	 	(1)	 	Phantom Units. Unless a different payment time is
specified in the Award Agreement, upon or as soon as reasonably practical
following the vesting of each Phantom Unit, subject to the provisions of
Section 8.2, the Participant shall be entitled to receive from the
Company one Unit or cash equal to the Fair Market Value of a Unit, as
determined by the Committee in its discretion.
	 
	 	(2)	 	Restricted Units. Upon or as soon as reasonably
practical following the vesting of each Restricted Unit, subject to the
provisions of Section 8.2, the Participant shall be entitled to have
the restrictions removed from his or her Unit certificate so that the
Participant then holds an unrestricted Unit.






	6.3	 	Unit Appreciation Rights. The Committee shall have the authority to
determine the Participants to whom Unit Appreciation Rights shall be granted, the number of
Units to be covered by each grant, whether DERs are granted with respect to such Unit
Appreciation Right, the exercise price therefor and the conditions and limitations applicable
to the exercise of the Unit Appreciation Right, including the following terms and conditions
and such additional terms and conditions, as the Committee shall determine, that are not
inconsistent with the provisions of the Plan.






	 	(a)	 	Exercise Price. The exercise price per Unit Appreciation Right shall be
determined by the Committee at the time the Unit Appreciation Right is granted, but
shall not be less than 100% of the Fair Market Value per Unit on the date of grant.
	 
	 	(b)	 	Time of Exercise. The Committee shall determine the Restricted Period, i.e.,
the time or times at which a Unit Appreciation Right may be exercised in whole or in
part, which may include, without limitation, accelerated vesting upon the achievement
of specified performance goals.




 





	 	 	 	 	 
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	 	(c)	 	Forfeitures. Except as otherwise provided in the terms of the Unit
Appreciation Right grant, upon termination of a Participant’s employment with or
consulting services to the Company and its Affiliates or membership on the Board,
whichever is applicable, for any reason during the applicable Restricted Period, all
outstanding Unit Appreciation Rights awarded the Participant shall be automatically
forfeited on such termination. The Committee may, in its discretion, waive in whole or
in part such forfeiture with respect to a Participant’s Unit Appreciation Rights.
	 
	 	(d)	 	DERs. To the extent provided by the Committee, in its discretion, a grant of
Unit Appreciation Rights may include a tandem DER grant, which may provide that such
DERs be credited to a bookkeeping account (without interest) or that additional Unit
Appreciation Rights be awarded, which Unit Appreciation Rights may be subject to the
same vesting restrictions as the tandem Unit Appreciation Rights Award, or be subject
to such other provisions or restrictions as determined by the Committee in its
discretion. Notwithstanding any other provision of the Plan to the contrary, any grant
of DERs with respect to Unit Appreciation Rights shall contain terms that (i) are
designed to avoid application of Section 409A of the Code to the Award or (ii) are
designed to avoid adverse tax consequences under Section 409A should that Code section
apply.






	6.4	 	General.






	 	(a)	 	Awards May Be Granted Separately or Together. Awards may, in the discretion of
the Committee, be granted either alone or in addition to, in tandem with, or in
substitution for any other Award or any award granted under any other plan of the
Company or any Affiliate. No Award shall be issued in tandem with another Award if the
tandem Awards would result in adverse tax consequences under Section 409A of the Code.
Awards granted in addition to or in tandem with other Awards or awards granted under
any other plan of the Company or any Affiliate may be granted either at the same time
as or at a different time from the grant of such other Awards or awards.
	 
	 	(b)	 	Limits on Transfer of Awards.






	 	(1)	 	Except as provided in (c) below or as provided in the Award
Agreement, each Option and Unit Appreciation Right shall be exercisable only by
the Participant during the Participant’s lifetime, or by the person to whom the
Participant’s rights shall pass by will or the laws of descent and
distribution.
	 
	 	(2)	 	Except as provided in (c) below, no Award and no right under
any such Award may be assigned, alienated, pledged, attached, sold or otherwise
transferred or encumbered by a Participant and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance shall be void and
unenforceable against the Company, the Partnership or any Affiliate.




 





	 	 	 	 	 
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	 	(3)	 	To the extent specifically provided by the Committee with
respect to an Option or Unit Appreciation Right grant, an Option or Unit
Appreciation Right may be transferred by a Participant without consideration to
immediate family members or related family trusts, limited partnerships or
similar entities or on such terms and conditions as the Committee may from time
to time establish.






	 	(c)	 	Term of Awards. The term of each Award shall be for such period as may be
determined by the Committee; provided, that in no event shall the term of any Award
exceed a period of 10 years from the date of its grant.
	 
	 	(d)	 	Unit Certificates. All certificates for Units or other securities of the
Partnership delivered under the Plan pursuant to any Award or the exercise thereof
shall be subject to such stop transfer orders and other restrictions as the Committee
may deem advisable under the Plan or the rules, regulations, and other requirements of
the SEC, any stock exchange upon which such Units or other securities are then listed,
and any applicable federal or state laws, and the Committee may cause a legend or
legends to be put on any such certificates to make appropriate reference to such
restrictions.
	 
	 	(e)	 	Consideration for Grants. Awards may be granted for such consideration,
including services, as the Committee determines.
	 
	 	(f)	 	Delivery of Units or other Securities and Payment by Participant of
Consideration. Notwithstanding anything in the Plan or any Award Agreement to the
contrary, delivery of Units pursuant to the exercise or vesting of an Award may be
deferred for any period during which, in the good faith determination of the Committee,
the Company is not reasonably able to obtain Units to deliver pursuant to such Award
without violating the rules or regulations of any applicable law or securities
exchange. No Units or other securities shall be delivered pursuant to any Award until
payment in full of any amount required to be paid pursuant to the Plan or the
applicable Award Agreement (including, without limitation, any exercise price or tax
withholding) is received by the Company. Such payment may be made by such method or
methods and in such form or forms as the Committee shall determine, including, without
limitation, cash, other Awards, withholding of Units, cashless broker exercises with
simultaneous sale, or any combination thereof; provided, however, that the combined
value, as determined by the Committee, of all cash and cash equivalents and the Fair
Market Value of any such Units or other property so tendered to the Company, as of the
date of such tender, is at least equal to the full amount required to be paid to the
Company pursuant to the Plan or the applicable Award Agreement.
	 
	 	(g)	 	Change in Control. Unless specifically provided otherwise in the Award
Agreement, upon a Change of Control all outstanding Awards shall automatically vest and
be payable or become exercisable in full, as the case may be. In this regard, all
Restricted Periods shall terminate and all performance criteria, if any, shall be
deemed to have been achieved at the maximum level.





 





	 	 	 	 	 
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	 	(h)	 	409A Compliance. Notwithstanding any other provision of the Plan to the
contrary, any Award granted under the Plan shall contain terms that (i) are designed to
avoid application of Section 409A of the Code to the Award or (ii) are designed to
avoid adverse tax consequences under Section 409A of the Code should that Code section
apply to the Award.





ARTICLE 7.

AMENDMENT AND TERMINATION





	7.1	 	Amendments to the Plan. Except as required by applicable law or the rules
of the principal securities exchange on which the Units are traded and subject to Section
7.2 below, the Board or the Committee may amend, alter, suspend, discontinue, or terminate
the Plan in any manner, including increasing the number of Units available for Awards under
the Plan, without the consent of any partner, Participant, other holder or beneficiary of an
Award, or other Person.
	 
	7.2	 	Amendments to Awards. Subject to Section 7.1, the Committee may
waive any conditions or rights under, amend any terms of, or alter any Award theretofore
granted, provided no change, other than pursuant to Section 7.3, in any Award shall
materially reduce the benefit to Participant without the consent of such Participant.
	 
	7.3	 	Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring
Events. The Committee is hereby authorized to make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring
events (including, without limitation, the events described in Section 4.3 of the
Plan) affecting the Partnership or the financial statements of the Partnership, or of changes
in applicable laws, regulations, or accounting principles, whenever the Committee determines
that such adjustments are appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan or such Award.





ARTICLE 8.

GENERAL PROVISIONS





	8.1	 	No Rights to Award. No Person shall have any claim to be granted any Award
under the Plan, and there is no obligation for uniformity of treatment of Participants. The
terms and conditions of Awards need not be the same with respect to each recipient.
	 
	8.2	 	Tax Withholding. The Company or any Affiliate is authorized to withhold
from any Award, from any payment due or transfer made under any Award or from any compensation
or other amount owing to a Participant the amount (in cash, Units, other securities, Units
that would otherwise be issued pursuant to such Award or other property) of any applicable
taxes payable in respect of the grant of an Award, its exercise, the lapse of restrictions
thereon, or any payment or transfer under an Award or under the Plan and to take such other
action as may be necessary in the opinion of the Company to satisfy its withholding
obligations for the payment of such taxes.





 





	 	 	 	 	 
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	8.3	 	No Right to Employment or Services. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of the Company or any
Affiliate, to continue as a Consultant, or to remain on the Board, as applicable. Further,
the Company or an Affiliate may at any time dismiss a Participant from employment or terminate
a consulting relationship, free from any liability or any claim under the Plan, unless
otherwise expressly provided in the Plan, any Award Agreement or other agreement.
	 
	8.4	 	Governing Law. The validity, construction, and effect of the Plan and any
rules and regulations relating to the Plan shall be determined in accordance with the laws of
the State of Oklahoma, without regard to its conflict of laws principles.
	 
	8.5	 	Severability. If any provision of the Plan or any Award is or becomes or is
deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or
Award, or would disqualify the Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to the applicable
laws, or if it cannot be construed or deemed amended without, in the determination of the
Committee, materially altering the intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such
Award shall remain in full force and effect.
	 
	8.6	 	Other Laws. The Committee may refuse to issue or transfer any Units or
other consideration under an Award if, in its sole discretion, it determines that the issuance
or transfer of such Units or such other consideration might violate any applicable law or
regulation, the rules of the principal securities exchange on which the Units are then traded,
or entitle the Partnership or an Affiliate to recover the same under Section 16(b) of the
Exchange Act, and any payment tendered to the Company by a Participant, other holder or
beneficiary in connection with the exercise of such Award shall be promptly refunded to the
relevant Participant, holder or beneficiary.
	 
	8.7	 	No Trust or Fund Created. Neither the Plan nor any Award shall create or be
construed to create a trust or separate fund of any kind or a fiduciary relationship between
the Company or any participating Affiliate and a Participant or any other Person. To the
extent that any Person acquires a right to receive payments from the Company or any
participating Affiliate pursuant to an Award, such right shall be no greater than the right of
any general unsecured creditor of the Company or any participating Affiliate.
	 
	8.8	 	No Fractional Units. No fractional Units shall be issued or delivered
pursuant to the Plan or any Award, and the Committee shall determine whether cash, other
securities, or other property shall be paid or transferred in lieu of any fractional Units or
whether such fractional Units or any rights thereto shall be canceled, terminated, or
otherwise eliminated.
	 
	8.9	 	Headings. Headings are given to the Sections and subsections of the Plan
solely as a convenience to facilitate reference. Such headings shall not be deemed in any way
material or relevant to the construction or interpretation of the Plan or any provision
thereof.





 





	 	 	 	 	 
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	8.10	 	Facility Payment. Any amounts payable hereunder to any person under legal
disability or who, in the judgment of the Committee, is unable to properly manage his
financial affairs, may be paid to the legal representative of such person, or may be applied
for the benefit of such person in any manner which the Committee may select, and the Company
and its Affiliates shall be relieved of any further liability for payment of such amounts.
	 
	8.11	 	Participation by Affiliates. In making Awards to Consultants and Employees
employed by an entity other than by the Company, the Committee shall be acting on behalf of
the Affiliate, and to the extent the Partnership has an obligation to reimburse the Company
for compensation paid to Consultants and Employees for services rendered for the benefit of
the Partnership, such payments or reimbursement payments may be made by the Partnership
directly to the Affiliate, and, if made to the Company, shall be received by the Company as
agent for the Affiliate.
	 
	8.12	 	Gender and Number. Words in the masculine gender shall include the feminine
gender, the plural shall include the singular and the singular shall include the plural.
	 
	8.13	 	No Guarantee of Tax Consequences. None of the Board, the Company, the
Partnership nor the Committee makes any commitment or guarantee that any federal, state or
local tax treatment will apply or be available to any person participating or eligible to
participate hereunder.





ARTICLE 9.

TERM OF THE PLAN




     The Plan shall be effective on the date of its approval by the Board and shall continue until
the earlier of the date terminated by the Board or the date Units are no longer available for
issuance under the Plan. However, unless otherwise expressly provided in the Plan or in an
applicable Award Agreement, any Award granted prior to such termination, and the authority of the
Board or the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award
or to waive any conditions or rights under such Award, shall extend beyond such termination date.



37656046.DOC




 





	 	 	 	 	 
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