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MARTIN MIDSTREAM PARTNERS L.P.




AMENDED AND RESTATED

LONG-TERM INCENTIVE PLAN




SECTION 1. Purpose of the Plan.




     The Martin Midstream Partners Long-Term Incentive Plan (the “Plan”) is intended to promote the
interests of Martin Midstream Partners L.P., a Delaware limited partnership (the “Partnership”), by
providing to Employees and Directors of Martin Midstream GP LLC, a Delaware limited liability
company (the “Company”) and its Affiliates who perform services for the Partnership, incentive
compensation awards for superior performance that are based on Units. The Plan is also contemplated
to enhance the ability of the Company, the Partnership and their 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 the business of the Partnership, thereby
advancing the interests of the Partnership.



SECTION
2. Definitions.




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



     “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.



     “Award” means an Option, Restricted Unit, Phantom Unit or Unit Appreciation Right granted
under the Plan, and may include any tandem DERs granted with respect to a Phantom Unit, Option or
Unit Appreciation Right.



     “Award Agreement” means the written agreement by which an Award shall be evidenced, and which
may describe any terms, conditions, criteria, restrictions or other elements of such Award as
determined by the Committee in its discretion.



     “Board” means the Board of Directors of the Company.



     “Committee” means the Compensation Committee of the Board.



     “Director” means a member of the Board who is not an Employee.



     “Employee” means any employee of the Company or an Affiliate.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



 









 





     “Fair Market Value” means the closing sales price of a Unit on the applicable date (or if
there is no trading in the Units on such date, on the next preceding date on which there was
trading) or (other than with respect to establishing the exercise price of an Option or Unit
Appreciation Right) as defined in an Award Agreement. 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.



     “Option” means an option to purchase Units granted under the Plan.



     “Participant” means any Employee, or Director granted an Award under the Plan.



     “Partnership Agreement” means the Amended and Restated Agreement of Limited Partnership of
Martin Midstream Partners L.P., as it may be amended or amended and restated from time to time.



     “Person” means an individual or a corporation, limited liability company, partnership, joint
venture, trust, unincorporated organization, association, government agency or political
subdivision thereof or other entity.



     “Phantom Unit” means a phantom (notional) Unit granted under the Plan that 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.



     “Restricted Period” means the period established by the Committee with respect to an Award
during which the Award or Unit may remain subject to restrictions established by the Committee,
including without limitation a period during which such Award or Unit is subject to forfeiture or
restrictions on transfer, or is not yet exercisable by or payable to the Participant, as the case
may be. As the context requires the word “vest” and its derivatives refer to the lapse of some or
all, as the case may be, of the restrictions imposed during such Restricted Period.



     “Restricted Unit” means a Unit delivered under the Plan that is subject to a Restricted
Period.



     “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.



     “SEC” means the Securities and Exchange Commission, or any successor thereto.



     “UDR” means a distribution made by the Partnership with respect to a Restricted Unit.



     “Unit” means a Common Unit of the Partnership.



     “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.



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SECTION 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 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 Section 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 take any action with respect to
any Award previously granted to, a person who is an officer subject to Rule 16b-3 or 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 (including settlement in cash), 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.



SECTION 4. Units.




     (a) Limits on Units Deliverable. Subject to adjustment as provided in Section 4(c), the number
of Units with respect to which (i) Phantom Units or Restricted Units may be granted under the Plan
is 241,667 and (ii) the number of Units with respect to which Options may be granted under the Plan
is 483,333. If any Award is forfeited, cancelled, exercised or otherwise terminated without the
actual delivery of Units pursuant to such Award, including any Award under which Units are held
back to cover the exercise price or tax withholding, such Units shall be available to satisfy
future Awards under the Plan; provided, however, the issuance of a Restricted Unit will be an
“actual delivery” for purposes of the preceding; thus, any Restricted Unit used to cover an
exercise price or tax withholding obligation shall not become available to satisfy future Awards
under the Plan. There shall not be any limitation on the number of Awards that may be granted and
paid in cash.



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     (b) 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
Partnership or any other Person, or any combination of the foregoing, as determined by the
Committee in its discretion.



     (c) Adjustments. In the event that the Committee determines that any distribution (whether in
the form of cash, Units, other securities, or other property), recapitalization, split, reverse
split, reorganization, merger, change of control, 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 such that an adjustment is determined by the Committee to be appropriate
in order to prevent dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, then the Committee shall, in such manner as it may deem equitable,
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.



SECTION 5. Eligibility.




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



SECTION 6. Awards.




     (a) Options. The Committee shall have the authority to determine the Employees and Directors
to whom Options shall be granted, the number of Units to be covered by each 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.



          (i) 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 may not be less than the Fair
Market Value of a Unit as of the date of grant.



          (ii) Time and Method of Exercise. The Committee shall determine the Restricted Period, i.e.,
the time or times at which an Option may be exercised in whole or in part, 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, a note (in a form acceptable to the Company), or any combination thereof, having a Fair
Market Value on the exercise date equal to the relevant exercise price.



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          (iii) Forfeitures. Except as otherwise provided in the terms of the Option Award Agreement,
upon termination of a Participant’s employment with 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.



     (b) Restricted Units and Phantom Units. The Committee shall have the authority to determine
the Employees and Directors 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,
and such other terms and conditions as the Committee may establish with respect to such Awards.



          (i) UDRs. To the extent provided by the Committee, in its discretion, a Restricted Units Award
Agreement 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 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.



          (ii) Forfeitures. Except as otherwise provided in the terms of the Restricted Units or Phantom
Units Award Agreement, upon termination of a Participant’s employment with 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.



          (iii) Lapse of Restrictions.



               (A) Phantom Units. Upon or as soon as reasonably practicable following the vesting of each
Phantom Unit, subject to the provisions of Section 8(b), the Participant shall 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.



               (B) Restricted Units. Upon or as soon as reasonably practicable following the vesting of each
Restricted Unit, subject to the provisions of Section 8(b), the Participant shall have the relevant
restrictions removed from his or her Unit certificate.



     (c) Unit Appreciation Rights. The Committee shall have the authority to determine the
Employees and Directors to whom Unit Appreciation Rights shall be granted, the number of Units to
be covered by each Award Agreement, the exercise price therefor and the conditions and limitations
applicable to the exercise of the Unit Appreciation Rights, 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.



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          (i) 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 may not be less than the Fair
Market Value of a Unit as of the date of grant.



          (ii) 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.



          (iii) Forfeitures. Except as otherwise provided in the terms of the Unit Appreciation Right
Award Agreement, upon termination of a Participant’s employment with 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.



     (d) General.



          (i) 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 granted under the Plan or any award granted under any other plan of the Company or any
Affiliate. 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.



          (ii) Limits on Transfer of Awards.



               (A) Except as provided in (C) below, 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.



               (B) 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 otherwise than by will or by the laws of descent and distribution 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.



               (C) To the extent specifically provided by the Committee with respect to an Option or Unit
Appreciation Right Award Agreement, 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.



          (iii) Term of Awards. The term of each Award shall be for such period as may be determined by
the Committee.



          (iv) 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



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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.



          (v) Consideration for Grants. Awards may be granted for such consideration, including
services, as the Committee determines.



          (vi) 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 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.



          (vii) Change of Control. If specifically provided in an Award Agreement, upon a change of
control (as defined in the Award Agreement) the Award may automatically vest and be payable or
become exercisable in full, as the case may be.



          (viii) Substitute Awards. Awards may be granted under the Plan in substitution for similar
awards held by individuals who become employees as a result of a merger, consolidation or
acquisition by the Company or an Affiliate of another entity or the assets of another entity. To
the extent permitted by section 409A of the Internal Revenue Code and the regulations thereunder,
such substitute Awards may have exercise prices less than the Fair Market Value of a Unit on the
date of such substitution.



SECTION 7. Amendment and Termination.




     Except to the extent prohibited by applicable law:



     (a) Amendments to the Plan. Except as required by the rules of the principal securities
exchange on which the Units are traded and subject to Section 7(b) 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.



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     (b) Amendments to Awards. Subject to Section 7(a), the Committee may waive any conditions or
rights under, amend any terms of, or alter any Award theretofore granted (including without
limitation requiring or allowing for an election to settle an Award in cash), provided no change,
other than pursuant to Section 7(c), in any Award shall (i) materially reduce the benefit to a
Participant without the consent of such Participant or (ii) cause the Plan or such Award to fail to
comply with the requirements of Section 409A of the Internal Revenue Code.



     (c) 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(c) 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; provided, however, that no such adjustment may be made that
would cause the Plan or such Award to fail to comply with the requirements of Section 409A of the
Internal Revenue Code.



SECTION 8. General Provisions.




     (a) 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.



     (b) 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.



     (c) 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, or to remain
on the Board, as applicable. Further, the Company or an Affiliate may at any time dismiss a
Participant from employment, free from any liability or any claim under the Plan, unless otherwise
expressly provided in the Plan, any Award Agreement or other agreement.



     (d) 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
Delaware without regard to its conflict of laws principles.



     (e) 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,



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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.



     (f) 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.



     (g) 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.



     (h) 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.



     (i) 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.



     (j) 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 shall be relieved of any further
liability for payment of such amounts.



     (k) Participation by Affiliates. In making Awards to 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 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.



     (l) 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.



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     (m) Compliance with Section 409A. Nothing in the Plan or any Award Agreement shall operate or
be construed to cause the Plan or an Award to fail to comply with Section 409A of the Internal
Revenue Code. The applicable provisions of Section 409A and the regulations thereunder shall
control over any Plan or Award Agreement provision in conflict therewith or that would cause a
failure of compliance thereunder, to the extent necessary to resolve such conflict or obviate such
failure.



SECTION 9. Term of the Plan.




     The Plan shall be effective on the date of its approval by the Board and shall continue until
(i) the date terminated by the Board or the Committee, or (ii) all available Units under the Plan
have been paid to Participants, whichever occurs first. 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.




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