Exhibit 10.3


 


TRANSMONTAIGNE
SERVICES INC.


LONG-TERM
INCENTIVE PLAN


 


NON-EMPLOYEE
DIRECTOR AWARD AGREEMENT


 


This Award Agreement (“Agreement”) is made and entered
into between TransMontaigne Services Inc. (the “Company”) and                                           (the
“Grantee”), a Non-Employee Director of the General Partner, regarding an award
(“Award”) of                       Interests
(as defined in Section 3 below) granted to the Grantee on                                
      , 2006 (the “Grant Date”) pursuant to the
TransMontaigne Services Inc. Long-Term Incentive Plan (the “Plan”), such number
of Interests being 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.


 


(a)           This
Award shall vest in installments in accordance with the following schedule:


 


	
  Date

  	
   

  	
  Vested

  Increment

  	
   

  	
  Total Vested

  Percentage

  	
   

  
	
                           ,
  2007

  	
   

  	
  25

  	
  %

  	
  25

  	
  %

  
	
                           ,
  2008

  	
   

  	
  25

  	
  %

  	
  50

  	
  %

  
	
                           ,
  2009

  	
   

  	
  25

  	
  %

  	
  75

  	
  %

  
	
                           ,
  2010

  	
   

  	
  25

  	
  %

  	
  100

  	
  %

  



 


The number of
Interests that vest as of each date described above will be rounded down to the
nearest whole Interest, with any remaining Interests to vest with the final
installment. The Grantee must continuously serve as a Non-Employee Director,
Employee or Consultant from the Grant Date through the applicable vesting date
in order for the Award to become vested with respect to additional Interests on
such date.


 


(b)           All
Interests subject to this Award shall vest upon the occurrence of a Change in
Control, irrespective of the limitations set forth in subparagraph
(a) above, provided that the Grantee has been continuously serving as a
Non-Employee Director, Employee or Consultant from the Grant Date through the
date of the “Change in Control” (as hereinafter defined).


 


(c)           “Change
in Control” shall be deemed to have occurred upon the occurrence of one or more
of the following events:  (i) any sale, lease, exchange or


 


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other transfer (in one or a
series of related transactions) of all or substantially all of the assets of
the Partnership or the General Partner to any “person” or “group” (within the
meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934,
as amended) other than the Partnership, the General Partner, the Company or any
of their Affiliates, (ii) any merger, reorganization, consolidation or other
transaction pursuant to which more than 40% of
the combined voting power of the equity interests in the General Partner ceases
to be beneficially owned by TransMontaigne Inc. or its Affiliates, (iii) a “change
in control” of TransMontaigne Inc., as provided in the TransMontaigne Inc.
Equity Incentive Plan, (iv) the General Partner ceases to be an Affiliate of
TransMontaigne Inc.


 


3.             Description of Interests.  As used in this Agreement, “Interests”
means either a Phantom Unit or a Restricted Unit, as such terms are defined in
the Plan. Interests under this Agreement will initially be in the form of
Phantom Units. With respect to Interests in the form of Phantom Units that have
not vested pursuant to the schedule in Section 2(a), the Committee, in its sole
discretion and to the extent it deems appropriate, may convert such Phantom
Units to Restricted Units in accordance with Section 6, and such Interests so
converted shall continue to be subject to the vesting schedule in Section 2(a).


 


4.             Forfeiture of Award.  If the Grantee’s service terminates by
reason of death or disability (within the meaning of Section 22(e)(3) of the
Code), a pro rata portion of the Interests granted pursuant to this Award shall
be vested based on the ratio between (1) the number of full months of service
completed from the Grant Date to the termination date and (2) the total
number of full months of service required for all of the Interests to become
vested. After giving effect to the preceding sentence, all unvested Interests
shall be immediately forfeited as of the date of the Grantee’s termination of
service for any reason.


 


5.             Book Entry of Phantom Units.  During the period of time between the
Grant Date and the earlier of the date Interests in the form of Phantom Units
vest, are forfeited or are converted to Restricted Units, the Interests will be
evidenced by a book entry account in the Company’s records. Upon vesting of
Phantom Units, the Grantee shall be entitled to payment for such Phantom Units
in the form of cash or Units (as defined in the Plan), as determined by the
Committee in its sole discretion.


 


6.             Escrow of Restricted Units.  Interests in the form of Restricted
Units subject to this Award shall be issued to and registered in Grantee’s name
as soon as practicable following the conversion of such Interests from Phantom
Units to Restricted Units. Until the earlier of the date the Restricted Units
vest or are forfeited (the “Restriction Period”), the Restricted Units may be
retained by the transfer agent or certificates may be held in escrow by the
Company, together with a unit power endorsed by the Grantee in blank if so
required by the Company. Any certificate issued and held by the Company shall
bear a legend as provided by the Company, conspicuously referring to the terms,
conditions and restrictions described in this Agreement. Upon termination of
the Restriction Period, the Company shall release the restrictions on any
vested Units and a certificate representing such vested Units shall be
delivered to the Grantee as promptly as is reasonably practicable


 


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following
such termination or, at the Company’s option, shall be delivered in street name
to a brokerage account established by the Grantee.


 


7.             No Code Section 83(b) Election.  The Grantee shall not make an
election, under Section 83(b) of the Code, to include an amount in income in
respect of the Award of Interests.


 


8.             Distributions and Voting Rights.  The Grantee is entitled to
Distribution Equivalents with respect to Phantom Units, which shall be paid to
the Grantee in cash at the time distributions are made with respect to Units. The
Grantee shall have no voting rights with respect to Phantom Units. The Grantee
is entitled to receive all cash distributions made with respect to Restricted
Units registered in Grantee’s name and is entitled to vote such Restricted
Units, unless and until the Restricted Units are forfeited.


 


9.             Acceptance of Grant.  The Grantee must accept the terms of
this Agreement by signing and returning a fully executed original of this
Agreement to the Company in accordance with Section 10 below no later than
forty-five (45) days from the Grant Date (the “Acceptance Period”). In the
event the last day of the Acceptance Period should fall on a Saturday, Sunday
or Federal holiday, the last day of the Acceptance Period shall be deemed to be
the next following business day.


 


In the event a
fully-executed original of this Agreement is not received by the Company prior
to the expiration of the Acceptance Period, the Grantee shall be deemed to have
rejected the grant of Interests referenced herein and such grant shall be
deemed cancelled and null and void ab initio.


 


10.           Notices.  Any notices provided for in this
Agreement or in the Plan shall be given in writing and shall be deemed
effectively delivered or given upon receipt in the case of personal delivery
or, in the case of notices delivered by certified or registered mail, upon the
second day after deposit in the United States mails, postage prepaid and
properly addressed as set forth below:


 


(a)           If
to the Company, to TransMontaigne Services Inc., Attention:  General Counsel, 1670 Broadway, Suite 3100,
Denver, Colorado 80202, or at such other address as may be furnished in writing
to the Grantee; or


 


(b)           If
to the Grantee, to the Grantee’s home address as listed in the records of the
Company.


 


Any party may send any
notice, request, demand, claim or other communication hereunder to the intended
recipient at the address set forth above using any other means (including
expedited courier, messenger service, telecopy, ordinary mail or electronic
mail), but no such notice, request, demand, claim or other communication shall
be deemed to have been duly given unless and until it actually is received by
the intended recipient.


 


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


 


12.           Unit Certificates.  Certificates representing the
Restricted Units issued pursuant to the Award will bear all legends required by
law and necessary or advisable to effectuate the provisions of the Plan and
this Award. The Company may place a “stop transfer” order against Restricted
Units issued pursuant to this Award until all restrictions and conditions set
forth in the Plan or this Agreement and in the legends referred to in this
Section 12 have been complied with.


 


13.           Withholding.  No cash or certificates representing
Units hereunder shall be delivered to or in respect of a Grantee unless the
amount of all federal, state and other governmental withholding tax
requirements imposed upon the Company with respect to the payment of such cash
or issuance of such Units has been remitted to the Company or unless provisions
to pay such withholding requirements have been made to the satisfaction of the
Committee. The Committee may make such provisions as it may deem appropriate
for the withholding of any taxes which it determines is required in connection
with this Award. Whether or not withholding tax requirements are imposed upon
the Company, the Grantee may pay all or any portion of the taxes required to be
paid by the Grantee in connection with the vesting of all or any portion of
this Award by delivering cash, or, with the Committee’s approval, by electing
to have the Company withhold Units, or by delivering previously owned Units,
having a Fair Market Value equal to the amount required to be withheld or paid.
The Grantee may only request the withholding of Units having a Fair Market
Value equal to the statutory minimum withholding amount applicable to employees.
The Grantee must make the foregoing election on or before the date that the
amount of tax to be withheld is determined.


 


14.           No Guarantee of Continued Service.  No provision of this Agreement shall
confer any right upon the Grantee to continue serving as a Non-Employee
Director.


 


15.           Governing Law.  This Agreement shall be governed by,
construed, and enforced in accordance with the laws of the State of Colorado
without giving effect to any choice or conflict of law provision or rule
(whether of such state or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than such state.


 


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


 


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  TRANSMONTAIGNE SERVICES INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
							



 


 


The undersigned acknowledges that this Award was approved by the
Compensation Committee of the Board of Directors of TransMontaigne GP L.L.C. as
contemplated in Section 8 of the Plan:


 


	
   

  	
  TRANSMONTAIGNE GP L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
							



 


 


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


 


	
   

  	
  GRANTEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
				



 


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