Form of Grant of Phantom Units to Non-Employee Managers



  
 Exhibit 10.9

 ATLAS PIPELINE PARTNERS, L.P 
 2010 LONG-TERM INCENTIVE PLAN PHANTOM UNIT GRANT LETTER 
 NON-EMPLOYEE
MANAGER 
 This PHANTOM UNIT GRANT LETTER, dated as of
                     (the “Date of Grant”), delivered by Atlas Pipeline Partners, L.P. (“APL”) to
                         (the “Grantee”). 

RECITALS 

The Atlas Pipeline Partners, L.P. 2010 Long-Term Incentive Plan (the “Plan”) provides for the grant of phantom units in
accordance with the terms and conditions of the Plan. This grant has been extended to you as a non-employee manager of the Managing Board (“the Board”) of Atlas Pipeline Partners GP, LLC (the “Company”). 

NOW, THEREFORE, the parties to this Grant Letter, intending to be legally bound hereby, agree as follows: 

1. Grant of Phantom Units. Subject to the terms and conditions set forth in this Grant Letter and the Plan, APL hereby grants the Grantee 1,050
phantom units, subject to the restrictions set forth below and in the Plan (the “Phantom Units”). 
 2. Phantom Unit Account.
Phantom Units represent hypothetical common units of APL (“Units”), and not actual Units. APL shall establish and maintain a Phantom Unit account, as a bookkeeping account on its records, for the Grantee and shall record in such account
the number of Phantom Units granted to the Grantee. No Units shall be issued to the Grantee at the time the grant is made, and the Grantee shall not be, nor have any of the rights or privileges of, a unit holder of APL with respect to any Phantom
Units recorded in the account. The Grantee shall not have any interest in any fund or specific assets of APL or the Company by reason of this grant or the Phantom Unit account established for the Grantee. 

3. Vesting. The Phantom Units shall be subject to forfeiture until the Phantom Units vest. The Phantom Units shall become vested according to the
following schedule, if the Grantee continues as a Manager of the Company on the applicable vesting date: 
  

			
	 Vesting Date
	  	Vested Phantom units
	 First anniversary of Date of Grant
	  	25%
	 Second anniversary of Date of Grant
	  	25%
	 Third anniversary of Date of Grant
	  	25%
	 Fourth anniversary of Date of Grant
	  	25%

 The vesting of the Phantom Units shall
be cumulative, but shall not exceed 100% of the Phantom Units. If the foregoing vesting schedule would produce fractional Units, the number of Phantom Units that vest shall be rounded down to the nearest whole Unit. 

  
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 4. Termination of Phantom
Units. 
 (a) Except as provided below, upon the Company’s termination of Grantee’s service as a Manager of the
Company for any reason before all of the Phantom Units vest, any unvested Phantom Units shall automatically terminate and shall be forfeited as of such date. No distribution shall be made with respect to any unvested Phantom Units that terminate as
described in this Section 4. 
 (b) Upon the Grantee’s termination of Grantee’s service as Manager of the Company
due to death or Disability (as defined below), any unvested Phantom units shall immediately vest. “Disability” shall mean an illness or injury that (i) lasts or is expected to last at least six (6) months, (ii) is expected
to be permanent, and (iii) renders the Manager unable to carry out his or her duties to the Company. 
 (c) In the event of
a Change in Control, any unvested Phantom Units shall immediately vest. 
 5. Payment of Phantom Units. 

(a) If and when the Phantom Units vest, Grantee shall have the election to receive one Unit for each vested Phantom Unit or the cash
equivalent value of such vested Phantom Units, based on the Fair Market Value (as defined in the Plan) of such vested Phantom Units on the vesting date. Distribution shall be made within 30 days after the vesting date. 

(b) The Employer is authorized to withhold from any payment due or transfer made under this Grant Letter or from any compensation or
other amount owing to the Grantee, including by payroll deduction, the amount (in cash, Units, other securities or other property as determined by the Committee) of any applicable taxes payable in respect to the Phantom Units, or any payment or
transfer under this Grant Letter or the Plan and to take such other action as may be necessary in the opinion of the Employer to satisfy its withholding obligations for the payment of such taxes, all in accordance with Section 13 of the Plan.
If the Committee determines that Units (including Units subject to the Phantom Units) may be used to satisfy tax withholding, such Units shall be valued based on their Fair Market Value (as defined in the Plan) when the tax withholding is required
to be made; provided, however, that not more than the legally required minimum tax withholding amount may be settled by Unit withholding. If the Grantee fails to pay any required tax withholding amount in the manner specified by the Employer
when the Phantom Units become taxable, after receiving written notice from the Employer, the Employer is authorized to cancel such Phantom Units, in which case the Phantom Units shall be forfeited and shall not be paid to the Grantee. 

(c) The obligation of APL to deliver Units shall also be subject to the condition that if at any time the Committee shall determine in
its discretion that the listing, registration or qualification of the Units upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of,
or in connection with, the issue of Units, the Units may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or 

  
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 obtained free of any conditions not
acceptable to the Committee. The issuance of Units to Grantee pursuant to this Grant Letter is subject to any applicable taxes and other laws or regulations of the United States or of any state having jurisdiction thereof. 

6. Distribution Equivalents with respect to Phantom Units. Until such time as the Phantom Units are paid or forfeited, if a distribution is paid
by APL on its Units, APL shall pay to the Grantee, in cash, the amount of the corresponding Distribution Equivalent (as defined in the Plan) attributable to the Grantee’s then outstanding Phantom Units. The Distribution Equivalent shall be paid
to the Grantee on the date on which the distribution is paid by APL on Units. 
 7. Change in Control. The provisions of the Plan
applicable to a Change in Control shall apply to the Phantom Units, and, in the event of a Change in Control, the Committee may take such actions as it deems appropriate pursuant to the Plan. 
 8. Grant Subject to Plan Provisions. This grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with
the Plan. The grant and payment of the Phantom Units are subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not
limited to, provisions pertaining to (i) the registration, qualification or listing of the Units, (ii) changes in capitalization of APL and (iii) other requirements of applicable law. The Committee shall have the authority to
interpret and construe the Phantom Units pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder. 
 9. No Employment or Other Rights. The grant shall not confer upon the Grantee any right to be retained as a Manager of the Company and shall not interfere in any way with the right of Company to
terminate the Grantee’s service at any time. 
 10. No Unit holder Rights. Neither the Grantee, nor any person entitled to receive
payment in the event of the Grantee’s death, shall have any of the rights and privileges of a Unit holder until certificates for Units have been issued upon payment of Phantom Units. 
 11. Assignment and Transfers. Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Grantee under this Grant Letter may not be sold, assigned,
encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of
the Phantom Units or any right hereunder, except as provided for in this Grant Letter, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, APL may terminate the Phantom Units by
notice to the Grantee, and the Phantom Units and all rights hereunder shall thereupon become null and void. The rights and protections of any Employer hereunder shall extend to any successors or assigns of such Employer. This Grant Letter may be
assigned by the Employer without the Grantee’s consent. 
 12. Applicable Law. The validity, construction, interpretation and effect
of this Grant Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflicts of laws provisions thereof. 

  
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 13. Section 409A. This
Grant Letter is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), or an exemption, and payments may only be made under this Grant Letter upon an event and in a manner permitted by
Section 409A of the Code, to the extent applicable. To the maximum extent permitted under Section 409A of the Code, the benefits provided under this Grant Letter are intended to be subject to a “substantial risk of forfeiture”
under Section 409A of the Code, and will be paid within the “short term deferral period” following the lapse of the applicable forfeiture conditions. In no event may the Grantee, directly or indirectly, designate the calendar year of
a payment. Notwithstanding anything in this Grant Letter to the contrary, if required by Section 409A of the Code, if the Grantee is considered a “specified employee” for purposes of Section 409A of the Code and if payment of any
amounts under this Grant Letter is required to be delayed for a period of six months after separation from service pursuant to Section 409A of the Code, payment of such amounts shall be delayed as required by Section 409A of the Code, and
the accumulated amounts shall be paid in a lump sum payment within ten days after the end of the six-month postponement period. If the Grantee dies during the six-month postponement period prior to the payment of benefits, the amounts withheld on
account of Section 409A of the Code shall be paid to the personal representative of the Grantee’s estate within 60 days after the date of the Grantee’s death. 

14. Notice. Any notice to APL provided for in this Grant Letter shall be addressed to APL in care of its Chief Legal Officer
at its executive offices located at 110 West 7th Street,
Suite 2300, Tulsa, Oklahoma 74119, or at such other address as to which APL shall have notified Grantee in writing, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll of the Employer, or to
such other address as the Grantee may designate to APL. Any notice shall be delivered by hand or by a recognized courier service such as FedEx or UPS, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered
and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service. 
 [SIGNATURES
CONTAINED ON FOLLOWING PAGE] 

  
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 IN WITNESS
WHEREOF, this Phantom Unit Grant Letter has been duly executed as of the Date of Grant. 
  

							
	 Attest:
	 		 	ATLAS PIPELINE PARTNERS, L.P.
			
	  
	 		 	  

		 		 	 By:
	 	Atlas Pipeline Partners GP, LLC, General Partner
		 		 	 Name:
	 	Gerald R. Shrader
		 		 	 Title:
	 	Chief Legal Officer and Secretary

 I hereby accept the
award of Phantom Units described in this Grant Letter, and I agree to be bound by the terms of the Plan and this Grant Letter. I hereby agree that all of the decisions and determinations of the Committee with respect to the Phantom Units shall be
final and binding. 
  

					
	  
	 		 	  

	 Date
	 		 	


  
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