exh10_1.htm


    Exhibit
10.1

     

    QUICKSILVER
GAS SERVICES LP

    FIRST
AMENDED AND RESTATED 2007 EQUITY PLAN

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      QUICKSILVER
GAS SERVICES LP

      FIRST
AMENDED AND RESTATED 2007 EQUITY PLAN

    

     

    
      
        	SECTION	 	PAGE
	 	 	 
	
                1.

              	
                Purpose

              	
                1

              
	
                2.

              	
                Term

              	
                1

              
	
                3.

              	
                Definitions

              	
                1

              
	
                4.

              	
                Units
      Available Under Plan

              	
                6

              
	
                5.

              	
                Options

              	
                6

              
	
                6.

              	
                Appreciation
      Rights

              	
                7

              
	
                7.

              	
                Restricted
      Units

              	
                9

              
	
                8.

              	
                Phantom
      Units

              	
                10

              
	
                9.

              	
                Performance
      Units and Performance Bonuses

              	
                11

              
	
                10.

              	
                Awards
      to Eligible Directors

              	
                12

              
	
                11.

              	
                Transferability

              	
                13

              
	
                12.

              	
                Adjustments

              	
                13

              
	
                13.

              	
                Fractional
      Units

              	
                14

              
	
                14.

              	
                Withholding
      Taxes

              	
                14

              
	
                15.

              	
                Administration
      of the Plan

              	
                14

              
	
                16.

              	
                Amendments
      and Other Matters

              	
                15

              
	
                17.

              	
                Governing
      Law

              	
                16

              


      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    QUICKSILVER
GAS SERVICES LP

    FIRST
AMENDED AND RESTATED 2007 EQUITY PLAN

     

    The
Quicksilver Gas Services LP 2007 Equity Plan (the “Plan”) was adopted by
Quicksilver Gas Services LP, a Delaware limited partnership (the “Partnership”),
effective as of July 24, 2007.  The Partnership amends and restates
the Plan effective as of November 4, 2009, subject to unitholder approval (the
“Effective Date”).

     

    1. Purpose.  The Plan
is intended to promote the interests of the Partnership by providing to
employees, consultants, officers and directors of Quicksilver Gas Services GP
LLC, a Delaware limited liability company and the general partner of the
Partnership (the “General Partner”), and its Affiliates incentive compensation
awards based on Units.  The Plan is also intended to supplement the
compensation that these individuals receive from the General Partner and its
Affiliates and to provide them incentives to promote the interests of the
Partnership and its Affiliates.

     

    2. Term.  The Plan will
terminate on the earliest of (a) the date that the Plan is terminated in
accordance with Section 16, (b) the date that Units are no longer available for
Awards under the Plan, or (c) July 24, 2017.  No further Awards will
be made under the Plan on or after such date.  Awards that are
outstanding on the date the Plan terminates will remain in effect according to
their terms and the provisions of the Plan.

     

    3. Definitions.  The
following terms, when used in the Plan with initial capital letters, will have
the following meanings:

     

    (a) 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.

     

    (b) Appreciation Right means a
right granted pursuant to Section 6.

     

    (c) Award means a grant of
Appreciation Rights, Options, Phantom Units, Performance Units or a Performance
Bonus, or the grant or sale of Restricted Units, and includes any tandem DERs
granted with respect to a Phantom Unit or Performance Unit.

     

    (d) Board means the Board of
Directors of the General Partner.

     

    (e) Change in Control means the
occurrence of an event described in (i), (ii) or (iii) below:

     

    (i) The
General Partner ceases to be controlled by the Company or one or more Affiliates
of the Company and a majority of the Board of Directors of the General Partner
thereafter ceases to be comprised of Incumbent Directors;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii) The
consummation of a reorganization, merger or consolidation of the Partnership or
sale or other disposition of all or substantially all of the consolidated assets
of the Partnership (a “Partnership Transaction”) immediately after which the
voting power of the equity securities of the Partnership outstanding immediately
prior to such Partnership Transaction do not continue to represent (either by
remaining outstanding or by being converted into equity securities having voting
power in the entity surviving, resulting from, or succeeding to all or
substantially all of the Partnership’s consolidated assets as a result of such
Partnership Transaction or any parent of such entity) at least 50% of the
combined voting power of the then outstanding equity securities of (A) the
entity surviving, resulting from, or succeeding to all or substantially all of
the Partnership’s consolidated assets as a result of such Partnership
Transaction or (B) any parent of any such entity (including, without limitation,
an entity which as a result of such transaction owns the Partnership or all or
substantially all of the Partnership’s assets either directly or through one or
more subsidiaries); or

     

    (iii) The
occurrence of any of the following events while the General Partner is
controlled by the Company or one or more Affiliates of the Company:

     

    (A) Any
individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2)
of the Exchange Act) is or becomes the beneficial owner (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the combined
voting power of the then-outstanding Voting Securities of the Company; provided,
however, that the following acquisitions will not constitute a Change in
Control:  (1) any acquisition of Voting Securities of the Company
directly from the Company that is approved by a majority of the Incumbent
Quicksilver Directors; (2) any acquisition of the Voting Securities of the
Company by the Company or an Affiliate of the Company; (3) any acquisition of
Voting Securities of the Company by the trustee or other fiduciary holding
securities under any employee benefit plan (or related trust) sponsored or
maintained by the Company or any Affiliate of the Company; or (4) any
acquisition of Voting Securities of the Company by Mercury Exploration Company,
Quicksilver Energy, L.P., The Discovery Fund, Pennsylvania Avenue Limited
Partnership, Pennsylvania Management Company, the estate of Frank Darden, Lucy
Darden, Anne Darden Self, Glenn Darden or Thomas Darden, or their respective
successors, assigns, designees, heirs, beneficiaries, trusts, estates or
controlled affiliates;

     

    (B) A
majority of the Board of Directors of the Company ceases to be comprised of
Incumbent Quicksilver Directors;

     

    (C) The
consummation of a reorganization, merger or consolidation of the Company or sale
or other disposition of all or substantially all of the consolidated assets of
the Company (each, a “Business Combination Transaction”) immediately after which
the Voting Securities of the Company outstanding immediately prior to such
Business Combination Transaction do not continue to represent (either by
remaining outstanding or by being converted into

     

    
      
        
        

      

      
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    equity
securities having voting power in the entity surviving, resulting from, or
succeeding to all or substantially all of the Company’s consolidated assets as a
result of such Business Combination Transaction or any parent of such entity) at
least 50% of the combined voting power of the then outstanding equity securities
having voting power in (1) the entity surviving, resulting from, or succeeding
to all or substantially all of the Company’s consolidated assets as a result of
such Business Combination Transaction or (2) any parent of any such entity
(including, without limitation, an entity which as a result of such transaction
owns the Company or all or substantially all of the Company’s assets, either
directly or through one or more subsidiaries; or

     

    (D) The
General Partner, or one or more Affiliates of the Company, ceases to be the
general partner of the Partnership.

     

    (f) Code means the Internal
Revenue Code of 1986, as in effect from time to time.

     

    (g) Committee means the committee
established by the Board pursuant to Section 15 to administer the Plan or, with
respect to the administration of Section 10, the Board.  If no
committee has been established by the Board to administer the Plan pursuant to
Section 15, “Committee” means the Board.

     

    (h) Company means Quicksilver
Resources Inc., a Delaware corporation.

     

    (i) Consultant means an
individual, other than an Employee or Eligible Director, who performs services
for the Partnership, the General Partner or an Affiliate of either of
them.

     

    (j) Date of Grant means the date
specified by the Committee on which an Award will become effective.

     

    (k) Deferral Period means the
period of time during which Phantom Units are subject to deferral
limitations.

     

    (l) DER means a contingent right,
granted in tandem with a specific Phantom Unit or Performance Unit, to receive
an amount in cash equal to, and at the same time as, the cash distributions made
by the Partnership with respect to a Unit during the period such Phantom Unit or
Performance Unit is outstanding.

     

    (m) Eligible Director means a
member of the Board who is not an Employee.

     

    (n) Employee means an employee or
officer of the General Partner or its Affiliates who performs services for the
Partnership, the General Partner or an Affiliate of either of them.

     

    (o) Evidence of Award means an
agreement, certificate, resolution or other type or form of writing or other
evidence approved by the Committee which sets forth the terms and conditions of
an Award.  An Evidence of Award may be in any electronic

     

    
      
        
        

      

      
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    medium,
may be limited to a notation on the books and records of the Partnership and
need not be signed by a representative of the Partnership or a
Participant.

     

    (p) Exchange Act means the
Securities Exchange Act of 1934, as amended.

     

    (q) Grant Price means the price
per Unit at which an Appreciation Right is granted.

     

    (r) Incumbent Directors means the
individuals who, as of the IPO Date, are directors of the General Partner, and
any individual becoming a director of the General Partner subsequent to such
date whose election, nomination for election by the General Partner’s members,
or appointment, was approved by a vote of a majority of the then Incumbent
Directors (either by a specific vote or by approval of the proxy statement of
the General Partner in which such person is named as a nominee for director,
without objection to such nomination).

     

    (s) Incumbent Quicksilver
Directors means the individuals who, as of the IPO Date, are directors of
the Company, and any individual becoming a director of the Company subsequent to
such date whose election, nomination for election by the Company’s stockholders,
or appointment, was approved by a vote of a majority of the then Incumbent
Quicksilver Directors (either by a specific vote or by approval of the proxy
statement of the Company in which such person is named as a nominee for
director, without objection to such nomination).

     

    (t) IPO Date means the date that
the initial public offering of the Units is consummated.

     

    (u) Management Objectives means
the measurable performance objectives, if any, established by the Committee for
a Performance Period that are to be achieved with respect to an
Award.  Management Objectives may be described in terms of
company-wide objectives (i.e., the performance of the
Partnership and all of its subsidiaries) or in terms of objectives that are
related to the performance of the individual Participant or of the division,
subsidiary, department, region or function within the Partnership or an
Affiliate of the Partnership in which the Participant receiving the Award is
employed or on which the Participant’s efforts have the most
influence.  The achievement of the Management Objectives established
by the Committee for any Performance Period will be determined without regard to
the effect on such Management Objectives of any acquisition or disposition by
the Partnership of a trade or business, or of substantially all of the assets of
a trade or business, during the Performance Period and without regard to any
change in accounting standards by the Financial Accounting Standards Board or
any successor entity.

     

    If the
Committee determines that, as a result of a change in the business, operations,
corporate structure or capital structure of the Partnership (other than an
acquisition or disposition described in the first paragraph of this Section
3(v)), or the manner in which the Partnership conducts its business, or any
other events or circumstances, the Management Objectives are no longer suitable,
the Committee may in

     

    
      
        
        

      

      
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    its
discretion modify such Management Objectives or the related minimum acceptable
level of achievement, in whole or in part, with respect to a Performance Period
as the Committee deems appropriate and equitable.

     

    (v) Market Value per Unit means,
at any date, the closing sales price of a Unit on that date (or, if there are no
sales on that date, the last preceding date on which there was a sale) on the
principal national securities exchange or in the principal market on or in which
the Units are traded.  In the event that the Units are not traded on
such an exchange or market at the time a determination is to be made hereunder,
the determination will be made in good faith by the Committee.

     

    (w) Option means the right to
purchase Units upon exercise of an option granted pursuant to Section
5.

     

    (x) Option Price means the
purchase price per Unit payable on exercise of an Option.

     

    (y) Participant means a person who
is selected by the Committee to receive an Award under the Plan and who at that
time is an Employee, Consultant or Eligible Director.

     

    (z) Performance Bonus means an
Award expressed in units, where a unit is equivalent to $1.00 (or such other
value as the Committee determines) granted pursuant to Section 9.

     

    (aa) Performance Period means, with
respect to an Award, a period of time within which the Management Objectives
relating to such Award are to be measured.  The Performance Period
will be established by the Committee at the time of the Award.

     

    (bb) Performance Unit means a
bookkeeping entry that records the equivalent of one Unit awarded pursuant to
Section 9.

     

    (cc) 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.

     

    (dd) Phantom Units means an Award
granted pursuant to Section 8 or Section 10.

     

    (ee) Restricted Units means Units
granted or sold pursuant to Section 7 as to which neither the ownership
restrictions nor the restrictions on transfer have expired.

     

    (ff) Rule 16b-3 means Rule 16b-3
under Section 16 of the Exchange Act as amended (or any successor rule to the
same effect), as in effect from time to time.

     

    (gg) Spread means the excess of the
Market Value per Unit on the date an Appreciation Right is exercised over (i)
the Option Price provided for in the Option granted in tandem with the
Appreciation Right or (ii) if there is no tandem Option, the

     

    
      
        
        

      

      
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    Grant
Price provided for in the Appreciation Right, in either case multiplied by the
number of Units in respect of which the Appreciation Right is
exercised.

     

    (hh) UDR means a distribution made
by the Partnership with respect to a Restricted Unit.

     

    (ii) Unit means a common unit of
the Partnership.

     

    (jj) Voting Securities of the Company
means the securities entitled to vote generally in the election of
directors of the Company or persons who serve similar functions.

     

    4. Units Available Under
Plan.  As of the close of business on the Effective Date, the
aggregate number of Units that may be (i) subject to an Award of
Appreciation Rights or Options, and (ii) issued or transferred as Restricted
Units and released from all restrictions or in payment of Performance Units,
Performance Shares or Phantom Units will not exceed in the aggregate
750,000.  Any Units delivered pursuant to an Award will consist, in
whole or in part, of Units acquired in the open market or from any Affiliate of
the Partnership or any other Person, newly issued Units or any combination of
the foregoing, as determined by the Committee in its discretion.  The
number of Units available under this Section 4 will be subject to adjustment as
provided in Section 12 and will be further adjusted to include Units that relate
to Awards that (i) expire or are forfeited, (ii) are withheld or tendered
in payment of the Option Price with respect to an Option or in satisfaction of
the taxes required to be withheld in connection with any Award granted under the
Plan or (iii) are subject to an Appreciation Right that are not transferred
to a Participant upon exercise of the Appreciation Right.  There will
not be any limitation on the number of Awards that may be granted and paid in
cash, and any Units allocated to an Award payable in cash or Units will, to the
extent paid in cash, be again available for delivery under the Plan with respect
to other Awards.

     

    5. Options.  The
Committee may from time to time authorize grants of options to any Participant
to purchase Units upon such terms and conditions as it may determine in
accordance with this Section 5.  Each grant of Options may
utilize any or all of the authorizations, and will be subject to all of the
requirements, contained in the following provisions:

     

    (a) Each
grant will specify the number of Units to which it relates.

     

    (b) Each
grant will specify the Option Price, which will not be less than 100% of the
Market Value per Unit on the Date of Grant.

     

    (c) Each
grant will specify whether the Option Price will be payable (i) in cash or
by check acceptable to the General Partner, (ii) with the consent of the
Committee, by the actual or constructive transfer of Units owned by the
Participant and having an aggregate Market Value per Unit at the date of
exercise equal to the aggregate Option Price, (iii) with the consent of the
Committee, by authorizing the withholding of a number of Units otherwise
issuable to the Participant having an aggregate Market Value per Unit on the
date of exercise equal to the aggregate Option Price or (iv) by a
combination of such methods of payment; provided, however, that the payment
methods described in

     

    
      
        
        

      

      
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    clauses
(ii) and (iii) will not be available at any time that the Partnership is
prohibited from purchasing or acquiring such Units.

     

    (d) To the
extent permitted by law, any grant may provide for deferred payment of the
Option Price from the proceeds of sale through a bank or broker of some or all
of the Units to which such exercise relates.

     

    (e) Successive
grants may be made to the same Participant whether or not any Options or other
Awards previously granted to such Participant remain unexercised or
outstanding.

     

    (f) Each
grant will specify the required period or periods of continuous service by the
Participant with the General Partner or its Affiliates that are necessary before
the Options or installments thereof will become exercisable.

     

    (g) Any grant
may specify the Management Objectives that must be achieved as a condition to
the exercise of the Options.

     

    (h) Any grant
may provide for the earlier exercise of the Options in the event of a Change in
Control or other similar transaction or event.

     

    (i) On or
after the Date of Grant, the Committee may provide for the payment to the
Participant of distribution equivalents thereon in cash or Units on a current,
deferred or contingent basis.

     

    (j) No
Options will be exercisable more than ten years from the Date of Grant, unless
the Evidence of Award provides for an extended exercise period in the event of
death, disability or retirement.

     

    (k) The
Committee will have the right to substitute Appreciation Rights for outstanding
Options granted to one or more Participants, provided the terms and the economic
benefit of the substituted Appreciation Rights are at least equivalent to the
terms and economic benefit of such Options, as determined by the Committee in
its discretion.

     

    (l) Any grant
may provide for the effect on the Options or any Units issued, or other payment
made, with respect to the Options of any conduct of the Participant determined
by the Committee to be injurious, detrimental or prejudicial to any significant
interest of the Partnership or any of its Affiliates.

     

    (m) Each
grant will be evidenced by an Evidence of Award, which may contain such terms
and provisions, consistent with the Plan, as the Committee may approve,
including without limitation provisions relating to the Participant’s
termination of employment or other termination of service by reason of
retirement, death, disability or otherwise.

     

    6. Appreciation
Rights.  The Committee may also from time to time authorize
grants to any Participant of Appreciation Rights upon such terms and conditions
as it may determine in accordance with this Section 6.  Appreciation
Rights may be granted in tandem with

     

    
      
        
        

      

      
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    Options
or separate and apart from a grant of Options.  An Appreciation Right
will be a right of the Participant to receive from the Partnership upon exercise
an amount which will be determined by the Committee at the Date of Grant and
will be expressed as a percentage of the Spread (not exceeding 100%) at the time
of exercise.  An Appreciation Right granted in tandem with an Option
may be exercised only by surrender of the related Option.  Each grant
of an Appreciation Right may utilize any or all of the authorizations, and will
be subject to all of the requirements, contained in the following
provisions:

     

    (a) Each
grant will state whether it is made in tandem with Options and, if not made in
tandem with any Options, will specify the number of Units in respect of which it
is made.

     

    (b) Each
grant made in tandem with Options will specify the Option Price and each grant
not made in tandem with Options will specify the Grant Price, which in either
case will not be less than 100% of the Market Value per Unit on the Date of
Grant.

     

    (c) Any grant
may provide that the amount payable on exercise of an Appreciation Right may be
paid (i) in cash, (ii) in Units having an aggregate Market Value per
Unit equal to the Spread (or the designated percentage of the Spread) or (iii)
in a combination thereof, as determined by the Committee in its
discretion.

     

    (d) Any grant
may specify that the amount payable to the Participant on exercise of an
Appreciation Right may not exceed a maximum amount specified by the Committee at
the Date of Grant.

     

    (e) Successive
grants may be made to the same Participant whether or not any Appreciation
Rights or other Awards previously granted to such Participant remain unexercised
or outstanding.

     

    (f) Each
grant will specify the required period or periods of continuous service by the
Participant with the General Partner or its Affiliates that are necessary before
the Appreciation Rights or installments thereof will become exercisable, and
will provide that no Appreciation Rights may be exercised except at a time when
the Spread is positive and, with respect to any grant made in tandem with
Options, when the related Options are also exercisable.

     

    (g) Any grant
may specify the Management Objectives that must be achieved as a condition to
the exercise of the Appreciation Rights.

     

    (h) Any grant
may provide for the earlier exercise of the Appreciation Rights in the event of
a Change in Control or other similar transaction or event.

     

    (i) On or
after the Date of Grant, the Committee may provide for the payment to the
Participant of distribution equivalents thereon in cash or Units on a current,
deferred or contingent basis.

     

    (j) No
Appreciation Right will be exercisable more than ten years from the Date of
Grant.

     

    
      
        
        

      

      
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    (k) Any grant
may provide for the effect on the Appreciation Rights or any Units issued, or
other payment made, with respect to the Appreciation Rights of any conduct of
the Participant determined by the Committee to be injurious, detrimental or
prejudicial to any significant interest of the Partnership or any of its
Affiliates.

     

    (l) Each
grant will be evidenced by an Evidence of Award, which may contain such terms
and provisions, consistent with the Plan, as the Committee may approve,
including without limitation provisions relating to the Participant’s
termination of employment or other termination of service by reason of
retirement, death, disability or otherwise.

     

    7. Restricted
Units.  The Committee may also from time to time authorize
grants or sales to any Participant of Restricted Units upon such terms and
conditions as it may determine in accordance with this Section
7.  Each grant or sale will constitute an immediate transfer of the
ownership of Units to the Participant in consideration of the performance of
services, entitling such Participant to ownership rights, but subject to the
restrictions set forth in this Section 7.  Each such grant or sale may
utilize any or all of the authorizations, and will be subject to all of the
requirements, contained in the following provisions:

     

    (a) Each
grant or sale may be made without additional consideration or in consideration
of a payment by the Participant that is less than the Market Value per Unit at
the Date of Grant, except as may otherwise be required by law.

     

    (b) Each
grant or sale may limit the Participant’s right to UDRs with respect to the
Restricted Units during the period in which the Restricted Units are subject to
any such restrictions.

     

    (c) Each
grant or sale will provide that the Restricted Units will be subject, for a
period to be determined by the Committee at the Date of Grant, to one or more
restrictions, including without limitation a restriction that constitutes a
“substantial risk of forfeiture” within the meaning of Section 83 of the Code
and the regulations of the Internal Revenue Service under such
section.  Except as provided in Section 7(d) or 7(e), or otherwise
provided by the Committee from time to time, the restrictions imposed on
Restricted Units will not terminate at a rate that is faster than 1/3rd of
the Restricted Units on each anniversary of the Date of Grant.

     

    (d) Any grant
or sale may specify the Management Objectives that, if achieved, will result in
the termination or early termination of the restrictions applicable to the
Restricted Units, provided that the Performance Period associated with such
Management Objectives will be a period of no less than 12 calendar
months.

     

    (e) Any grant
or sale may provide for the early termination of any such restrictions in the
event of a Change in Control or other similar transaction or event or the
Participant’s termination of employment or service by reason of death,
disability, retirement or otherwise.

     

    (f) Each
grant or sale will provide that during the period for which such restriction or
restrictions are to continue, the transferability of the Restricted Units will
be

     

    
      
        
        

      

      
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    prohibited
or restricted in a manner and to the extent prescribed by the Committee at the
Date of Grant (which restrictions may include without limitation rights of
repurchase or first refusal in favor of the Partnership or provisions subjecting
the Restricted Units to continuing restrictions in the hands of any
transferee).

     

    (g) Any grant
or sale may provide for the effect on the Restricted Units or any Units issued
free of restrictions, or other payment made, with respect to the Restricted
Units of any conduct of the Participant determined by the Committee to be
injurious, detrimental or prejudicial to any significant interest of the
Partnership or any of its Affiliates.

     

    (h) Each
grant or sale will be evidenced by an Evidence of Award, which may contain such
terms and provisions, consistent with the Plan, as the Committee may approve,
including without limitation provisions relating to the Participant’s
termination of employment or other termination of service by reason of
retirement, death, disability or otherwise.

     

    8. Phantom Units.  The
Committee may also from time to time authorize grants or sales to any
Participant of Phantom Units upon such terms and conditions as it may determine
in accordance with this Section 8.  Each grant or sale of a Phantom
Unit will constitute the agreement by the Partnership to issue or transfer a
Unit (or an amount in cash equal to the Market Value per Unit) to the
Participant in the future in consideration of the performance of services,
subject to the fulfillment during the Deferral Period of such conditions as the
Committee may specify.  Each such grant or sale may utilize any or all
of the authorizations, and will be subject to all of the requirements, contained
in the following provisions:

     

    (a) Each
grant or sale may be made without additional consideration from the Participant
or in consideration of a payment by the Participant that is less than the Market
Value per Unit on the Date of Grant, except as may otherwise be required by
law.

     

    (b) Each
grant or sale will provide that the Phantom Units will be subject to a Deferral
Period, which will be fixed by the Committee on the Date of
Grant.  Except as provided in Section 8(c), 8(d) or 10(e), or
otherwise provided by the Committee from time to time, the Deferral Period will
not terminate at a rate that is faster than 1/3rd of
the Phantom Units on each anniversary of the Date of Grant.

     

    (c) Any grant
or sale may specify the Management Objectives that, if achieved, will result in
the termination or early termination of the Deferral Period, provided that the
Performance Period associated with such Management Objectives will be a period
of no less than 12 calendar months.

     

    (d) Any grant
or sale may provide for the earlier termination of the Deferral Period in the
event of a Change in Control or other similar transaction or event or the
Participant’s termination of employment or service by reason of death,
disability, retirement or otherwise.

     

    (e) During
the Deferral Period, the Participant will not have any right to transfer any
rights under the Phantom Units, will not have any rights of ownership in
the

     

    
      
        
        

      

      
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    Phantom
Units and will not have any right to vote the Phantom Units, but the Committee
may on or after the Date of Grant authorize the payment of DERs on such Units in
cash or Units on a current, deferred or contingent basis.

     

    (f) Any grant
or sale may provide for the effect on the Phantom Units or any Units issued free
of restrictions, or other payment made, with respect to the Phantom Units of any
conduct of the Participant determined by the Committee to be injurious,
detrimental or prejudicial to any significant interest of the Partnership or any
of its Affiliates.

     

    (g) Each
grant or sale will be evidenced by an Evidence of Award, which will contain such
terms and provisions as the Committee may determine consistent with the Plan,
including without limitation provisions relating to the Participant’s
termination of employment or other termination of service by reason of
retirement, death, disability or otherwise.

     

    9. Performance Units and Performance
Bonuses.  The Committee may also from time to time authorize
grants to Participants of Performance Units and Performance Bonuses, which will
become payable upon achievement of specified Management Objectives, upon such
terms and conditions as it may determine in accordance with this Section
9.  Each such grant may utilize any or all of the authorizations, and
will be subject to all of the requirements, contained in the following
provisions:

     

    (a) Each
grant will specify the number of Performance Units or the value of the
Performance Bonus to which it relates.

     

    (b) The
Performance Period with respect to each Performance Unit and Performance Bonus
will be determined by the Committee at the time of grant.

     

    (c) Each
grant will specify the Management Objectives that, if achieved, will result in
the payment of the Performance Units or Performance Bonus.

     

    (d) Each
grant will specify the time and manner of payment of Performance Units or
Performance Bonuses which have become payable, which payment may be made in (i)
cash, (ii) Units having an aggregate Market Value per Unit equal to the
aggregate value of the Performance Units or Performance Bonuses which have
become payable or (iii) any combination thereof, as determined by the Committee
in its discretion at the time of payment.

     

    (e) Any grant
of Performance Units may specify that the amount payable with respect thereto
may not exceed a maximum specified by the Committee on the Date of
Grant.  Any grant of a Performance Bonus may specify that the amount
payable, or the number of Units issued, with respect to the Performance Bonus
may not exceed maximums specified by the Committee on the Date of
Grant.

     

    (f) On or
after the Date of Grant, the Committee may provide for the payment to the
Participant of DERs on Performance Units in cash or Units on a current, deferred
or contingent basis.

     

    
      
        
        

      

      
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    (g) Any grant
may provide for the effect on the Performance Units or Performance Bonus or any
Units issued, or other payment made, with respect to the Performance Units or
Performance Bonus of any conduct of the Participant determined by the Committee
to be injurious, detrimental or prejudicial to any significant interest of the
Partnership or any of its Affiliates.

     

    (h) Each
grant will be evidenced by an Evidence of Award, which will contain such terms
and provisions as the Committee may determine consistent with the Plan,
including without limitation provisions relating to the payment of the
Performance Units or Performance Bonus in the event of a Change in Control or
other similar transaction or event and provisions relating to the Participant’s
termination of employment or other termination of service.

     

    10. Awards
to Eligible Directors.

     

    (a) Each
Eligible Director on the IPO Date (i) will receive a grant of Phantom Units in
lieu of cash compensation of $40,000, and (ii) may elect to receive an
additional grant of Phantom Units in lieu of additional cash compensation of
$40,000.

     

    (b) Each
individual who first becomes an Eligible Director after the IPO Date on a date
other than the first business day of a calendar year (i) will receive a grant of
Phantom Units in lieu of cash compensation of $40,000 (if the individual becomes
and Eligible Director prior to July 1 of any year) or $20,000 (if the individual
becomes and Eligible Director on or after July 1 of any year), and (ii) may
elect to receive a grant of Phantom Units in lieu of additional cash
compensation of $40,000 (if the individual becomes an Eligible Director prior to
July 1 of any year) or $20,000 (if the individual becomes an Eligible Director
on or after July 1 of any year).  For purposes of this
Section 10(b), an Eligible Director who ceases to be a member of the Board
and thereafter becomes an Eligible Director again will be deemed to first become
an Eligible Director on the date that such individual again becomes an Eligible
Director.

     

    (c) On the
first business day of each calendar year beginning after December 31, 2007, each
Eligible Director (i) will receive a grant of Phantom Units in lieu of cash
compensation of $40,000, and (ii) may elect to receive an additional grant of
Phantom Units in lieu of additional cash compensation of $40,000.

     

    (d) The
number of Phantom Units to be granted to an Eligible Director under this Section
10 will be determined by dividing the amount of cash compensation the Phantom
Units are replacing by the Market Value per Unit as of (i) the IPO Date, for
Phantom Units granted under Section 10(a), (ii) the date on which the Eligible
Director first becomes a member of the Board, for Phantom Units granted under
Section 10(b), and (iii) the first business day of the applicable calendar
year, for Phantom Units granted under Section 10(c).  All elections to
receive a grant of Phantom Units in lieu of cash compensation will be made in
accordance with procedures established by the Committee that are designed to
satisfy the deferral election requirements under Section 409A of the Code and
(A) with respect to Sections 10(a)(ii) and 10(b)(ii), must be made within 30
days after the date the Eligible Director first becomes eligible to participate
in the Plan and will

     

    
      
        
        

      

      
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    apply
only to compensation paid for services performed after the election, and (B)
with respect to Section 10(c)(ii), must be made on or prior to the last day of
the preceding calendar year.

     

    (e) Each
grant of Phantom Units made to an Eligible Director under this Section 10 may
utilize any or all of the authorizations, and will be subject to all of the
requirements, contained in the following provisions:

     

    (i) Each
grant of Phantom Units under Section 10(a)(i), 10(b)(i) or 10(c)(i) will become
nonforfeitable as to 1/3rd of
the total number of Units subject thereto on the first business day of each of
the first three calendar years beginning after the Date of Grant; provided, in
each case, that the Eligible Director who received the Phantom Units has
remained a member of the Board through each such date.

     

    (ii) Each
grant of Phantom Units under Section 10(a)(ii), 10(b)(ii), or 10(c)(ii) will
become nonforfeitable on the first business day of the first calendar year
beginning after the Date of Grant; provided, in each case, that the Eligible
Director who received the grant of Phantom Units has remained a member of the
Board through such date.

     

    (iii) Except as
provided in an Evidence of Award, upon an Eligible Director’s ceasing to be a
member of the Board prior to the end of a Deferral Period for any reason, the
Eligible Director will immediately forfeit all nonvested Phantom Units, unless
the Board, in its discretion, terminates the Deferral Period.

     

    11. Transferability.  No
Award may be sold, pledged, assigned or transferred in any manner other than by
will or the laws of descent and distribution or pursuant to a qualified domestic
relations order; provided, however, that a Participant who is an officer of the
General Partner or an Affiliate may, with the prior approval of the Committee,
transfer an Option to family members of the Participant, including to trusts in
which family members of the Participant own more than 50% of the beneficial
interests, to foundations in which family members of the Participant or the
Participant controls the management of assets and to other entities in which
more than 50% of the voting interests are owned by family members of the
Participant or the Participant.  No Option or Appreciation Right
granted to a Participant will be exercisable during the Participant’s lifetime
by any Person other than the Participant or the Participant’s guardian or legal
representative or any permitted transferee.

     

    12. Adjustments.

     

    (a) The
Committee will make or provide for such adjustments in (i) the maximum
number of Units specified in Section 4, (ii) the number of Units covered by
outstanding Options, Appreciation Rights, Performance Units and Restricted Units
granted under the Plan, (iii) the Option Price or Grant Price applicable to
any Options and Appreciation Rights, and (iv) the kind of securities
covered by any such Awards (including securities of another issuer), as is
equitably required to prevent dilution or enlargement of the rights of
Participants that otherwise would result from (x) any

     

    
      
        
        

      

      
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    distribution
(whether in the form of cash, Units, other securities or other property),
combination or exchange of Units or other securities, recapitalization or other
change in the capital structure of the Partnership, or (y) any merger,
consolidation, separation, spin-off, split-off, spin-out, split-up,
reorganization, partial or complete liquidation or other distribution of assets,
issuance of rights or issuance of warrants to purchase securities, or
(z) any other corporate transaction or event having an effect similar to
any of the foregoing.  In the event of any such transaction or event,
the Committee, in its discretion, may provide in substitution for any or all
outstanding Awards such alternative consideration as it, in good faith, may
determine to be equitable in the circumstances and may require in connection
with such substitution the surrender of all Awards so replaced.

     

    (b) The
Committee may accelerate the payment of, or vesting with respect to, any Award
under the Plan upon the occurrence of a transaction or event described in this
Section 12; provided, however, that in the case of any Award that
constitutes a deferral of compensation within the meaning of Section 409A
of the Code, the Committee will not accelerate the payment of the Award unless
it determines in good faith that such transaction or event satisfies the
requirements of a change in control event under guidance issued by the Secretary
of the Treasury under Section 409A of the Code.

     

    13. Fractional
Units.  The Partnership will not be required to issue or
deliver any fractional Units pursuant to the Plan.  The Committee may
provide for the elimination of fractions or for the settlement of fractions in
cash.

     

    14. Withholding
Taxes.  To the extent that the General Partner or any of its
Affiliates is required to withhold federal, state, local or foreign taxes in
connection with any payment made or benefit realized by a Participant or other
Person under the Plan, and the amounts available for such withholding are
insufficient, it will be a condition to the receipt of such payment or the
realization of such benefit that the Participant or such other Person make
arrangements satisfactory to the Partnership for payment of the balance of such
taxes required to be withheld.  In addition, if permitted by the
Committee, the Participant or such other Person may elect to have any
withholding obligation satisfied with Units that would otherwise be transferred
to the Participant or such other Person in payment of the Participant’s
Award.  However, without the consent of the Committee, Units will not
be withheld in excess of the minimum number of Units required to satisfy the
withholding obligation.

     

    15. Administration of the
Plan.

     

    (a) The Plan
will be administered the Board, unless the Board appoints a committee consisting
of two or more directors of the Board, each of whom is intended to qualify as a
“non-employee director” as defined in Rule 16b-3, to administer the
Plan.  Notwithstanding the foregoing, the provisions of Section 10
will be administered by the Board.

     

    (b) A
majority of the Committee will constitute a quorum, and the action of the
members of the Committee present at any meeting at which a quorum is present, or
acts unanimously approved in writing, will be the acts of the
Committee.

     

    
      
        
        

      

      
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    (c) The
Committee has the full authority and discretion to administer the Plan and to
take any action that is necessary or advisable in connection with the
administration of the Plan, including without limitation the authority and
discretion to interpret and construe any provision of the Plan or of any
agreement, notification or document evidencing an Award.  The
interpretation and construction by the Committee of any such provision and any
determination by the Committee pursuant to any provision of the Plan or of any
such agreement, notification or document will be final and
conclusive.  No member of the Committee will be liable for any such
action or determination made in good faith.

     

    (d) To the
extent permitted by applicable law, the Committee may delegate its authority
under the Plan to a subcommittee of the Committee, to one or more committees of
the Board or to one or more executive officers of the General Partner; provided,
however, that no delegation may be made of authority to take an action which is
required by Rule 16b-3 to be taken by “non-employee directors” in order that the
Plan and transactions thereunder meet the requirements of such
Rule.

     

    (e) It is the
Committee’s intention that any Award granted under the Plan that constitutes a
deferral of compensation within the meaning of Section 409A of the Code and the
guidance issued by the Secretary of the Treasury under Section 409A satisfy the
requirements of Section 409A of the Code.  In granting such an Award,
the Committee will use its best efforts to exercise its authority under the Plan
with respect to the terms of such Award in a manner that the Committee
determines in good faith will cause the Award to comply with Section 409A of the
Code and thereby avoid the imposition of penalty taxes and interest upon the
Participant receiving the Award.

     

    (f) If no
committee is established by the Board pursuant to Section ‎15‎(a) and, in any
event, with respect to the administration of the provisions of Section 10, the
Board will have the same authority, power, duties, responsibilities and
discretion given to the Committee under the terms of the Plan.

     

    16. Amendments and Other
Matters.

     

    (a) The Plan
may be amended from time to time by the Board or, with respect to those
provisions of the Plan other than Section 10, the Committee; provided, however,
that the Plan may not be amended without further approval by the unitholders of
the Partnership if such amendment would result in the Plan no longer satisfying
any applicable requirements of the New York Stock Exchange (or the principal
national securities exchange on which the Units are traded) or Rule
16b-3.

     

    (b) Neither
the Committee nor the Board will authorize the amendment of any outstanding
Option to reduce the Option Price without the further approval of the
unitholders of the Partnership.  Furthermore, no Option will be
cancelled and replaced with Options having a lower Option Price without further
approval of the unitholders of the Partnership.  The provisions of
this Section 16(b) are intended to prohibit the repricing of “underwater”
Options and will not be construed to prohibit the adjustments provided for in
Section 12.

     

    
      
        
        

      

      
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    (c) The Plan
may be terminated at any time by action of the Board.  The termination
of the Plan will not adversely affect the terms of any outstanding
Award.

     

    (d) No Units
will be issued under the Plan prior to (i) the obtaining of any approval
from any governmental agency which the General Partner, in its sole discretion,
determines to be necessary or advisable, (ii) the admission of such Units
to listing on any securities exchange on which the Units may then be listed, and
(iii) the completion of any registration or other qualification of such
Units under any state or Federal law or rulings or regulations of any
governmental body which the General Partner, in its sole discretion, determines
to be necessary or advisable.

     

    (e) The Plan
does not confer upon any Participant any right with respect to continuance of
employment or other service with the General Partner or any of its Affiliates,
nor will it interfere in any way with any right the General Partner or any of
its Affiliates would otherwise have to terminate such Participant’s employment
or other service at any time.

     

    (f) To the
extent that the Partnership has an obligation to reimburse the General Partner
or one of its Affiliates 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 General
Partner or its Affiliate and, if made to the General Partner with respect to an
Affiliate, will be received by the General Partner as agent for the
Affiliate.

     

    17. Governing Law.  The
Plan, all Awards and all actions taken under the Plan and the Awards will be
governed in all respects in accordance with the laws of the State of Delaware,
including without limitation the Delaware statute of limitations, but without
giving effect to the principles of conflicts of laws of such State.

     

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