exv10w10



 





Exhibit 10.10




FORM OF

ENCORE ENERGY PARTNERS GP LLC

LONG-TERM INCENTIVE PLAN




DIRECTOR PHANTOM UNIT AGREEMENT




          This Phantom Unit Agreement (“Agreement”) between Encore Energy Partners GP LLC (the
“Company”) and ___(the “Participant”), a Director of the Company, regarding an award
(“Award”) of ___Phantom Units (as defined in the Encore Energy Partners GP LLC Long-Term
Incentive Plan (the “Plan”)) granted to the Participant on ___(the “Grant Date”), such
number of Phantom Units subject to adjustment as provided in the Plan, and further subject to the
following terms and conditions:




          1. Relationship to Plan. This Award is subject to all of the terms, conditions and provisions
of the Plan and administrative interpretations thereunder, if any, which have been adopted by the
Committee thereunder and are in effect on the date hereof. Except as defined herein, capitalized
terms shall have the same meanings ascribed to them under the Plan.




          2. Vesting Schedule; Settlement of Phantom Units.





     (a) This Award shall vest and the Restricted Period with respect to the Phantom Units
subject thereto shall end in installments in accordance with the following schedule:



	 	 	 	 	 
	Anniversary of the	 	Vested	 	Total Vested
	Grant Date	 	Increment	 	` Percentage
	First Anniversary
	 	25%
	 	25%
	Second Anniversary
	 	25%
	 	50%
	Third Anniversary
	 	25%
	 	75%
	Fourth Anniversary
	 	25%
	 	100%







     The number of Phantom Units that vest as of each date described above will be rounded
down to the nearest whole Phantom Unit, with any remaining Phantom Units to vest with the
final installment. Except as expressly provided in Section 3 below, the Participant must be
continuously serving as a Director from the Grant Date through the applicable vesting date
in order for the Award to become vested with respect to additional Phantom Units on such
date.




     (b) All Phantom Units subject to this Award shall vest upon the occurrence of a Change
of Control, irrespective of the limitations set forth in subparagraph (a) above, provided
that the Participant has been continuously serving as a Director from the Grant Date through
the date of the Change of Control.




     (c) Within 30 days following vesting with respect to a Phantom Unit, the Participant
shall be entitled to receive, in the discretion of the Committee, either (i) a Unit, and the
Company shall deliver to the Participant a certificate evidencing the Unit or (ii) a cash
payment equal to the Fair Market Value of a Unit as of the date on which



 









 






payment is made. Upon delivery of a Unit in respect of a Phantom Unit, such Phantom
Unit shall cease to be outstanding in the Participant’s notional account described below in
Section 4.



          3. Effect of Termination of Service. If the Participant’s service with the Company and its
Affiliates terminates for any reason all unvested Phantom Units shall be immediately forfeited as
of the date of the Participant’s termination; provided, however, the Phantom Units shall become
fully vested with respect to all of the Phantom Units subject to this Award on the date on which
the Participant experiences a Qualifying Event. A “Qualifying Event” means the Participant’s
status as a director of the Company and/or an Affiliate of the Company (collectively, the
“Affiliated Group”) is terminated due to (A) death, (B) total and permanent disability or (C) the
Participant’s removal as, or not being re-elected or re-appointed as, a director of the Company or
another member of the Affiliated Group by the member(s), shareholder(s) or board of directors, as
appropriate, of such entity or entities, as applicable, including pursuant to any mandatory
retirement policy, which removal or failure to re-elect or re-appoint shall not have been as a
result of, caused by, or related to, Participant’s resignation, or Participant’s unwillingness to
serve, for whatever reason, as a director of such entity or entities.




          4. Distribution Equivalent Rights. During the Restricted Period, the Award of Phantom Units
hereunder shall be evidenced by entry in a bookkeeping account and will include a tandem
Distribution Equivalent Right with respect to the Phantom Units. Pursuant to the Distribution
Equivalent Right, within 45 days following the end of each fiscal quarter for which a cash
distribution is made with respect to Units, the Participant shall be entitled to receive a cash
payment with respect to each Phantom Unit then outstanding equal to the cash distribution made by
the Partnership with respect to each Unit.




          5. Delivery of Units; Rights as Unitholder. Until delivery of Units as described in Section
2(c), the Participant shall have no rights as a unitholder as a result of the grant of Phantom
Units hereunder. The Company shall not be obligated to deliver any Units if counsel to the Company
determines that such sale or delivery would violate any applicable law or any rule or regulations
of any governmental authority or any rule or regulation of, or agreement of the Company with, any
securities exchange or association upon which the Units are listed or quoted. The Company shall in
no event be obligated to take any affirmative action in order to cause the delivery of Units to
comply with any such law, rule, regulations or agreement.




          6. Assignment of Award. The Participant’s rights under this Agreement and the Plan are
personal; no assignment or transfer of the Participant’s rights under and interest in this Award
may be made by the Participant other than by will, by beneficiary designation, by the laws of
descent and distribution or by a qualified domestic relations order.




          7. No Guarantee of Continued Service. No provision of this Agreement shall confer any right
upon the Participant to continue serving as a Director.




          8. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance
with the laws of the State of Delaware.




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          9. Amendment. This Agreement cannot be modified, altered or amended, except by an agreement, in writing, signed by both the Company and the Participant.




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	ENCORE ENERGY PARTNERS GP LLC
	 
	 	 	 	 	 	 	 	 
	Date:

	 	 
	 	 
	 	By:	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 	 	 






          The Participant hereby accepts the foregoing Agreement, subject to the terms and provisions of
the Plan and administrative interpretations thereof referred to above.




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	PARTICIPANT:
	 
	 	 	 	 	 	 	 	 
	Date:

	 	 
	 	 
	 	 	 	 
	 

	 	 
	 	 	 	 	 	 







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