EX-10.15



 Exhibit 10.15 

GPM PETROLEUM LP 
 2017
LONG TERM INCENTIVE PLAN 
 PHANTOM UNIT AGREEMENT 

(Performance-Based Vesting) 

This Phantom Unit Agreement (this “Agreement”) is made and entered into by and between GPM Petroleum GP, LLC, a
Delaware limited liability company (the “General Partner”), and [                    ] (the “Service
Provider”). This Agreement is effective as of the [    ] day of [            ], 20[    ] (the “Date of Grant”).
Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise. 

W I T N E S S E T H: 

WHEREAS, GPM Petroleum LP (the “Partnership”), acting through the Board of Directors of the General Partner
(the “Board”), has adopted the GPM Petroleum LP 2017 Long Term Incentive Plan (the “Plan”) to, among other things, attract, retain and motivate certain employees and directors of the Partnership, the
General Partner and their respective Affiliates (collectively, the “Partnership Entities”); and 

WHEREAS, the Committee has authorized the grant of Phantom Units of the Partnership to certain directors, employees, officers and
consultants as part of their compensation for services provided to the Partnership Entities. 
 NOW, THEREFORE, in consideration of
the Service Provider’s agreement to provide or to continue providing services to the Partnership Entities, the Service Provider and the General Partner agree as follows: 

1.    Grant of Phantom Units, Target Amount and Performance Period. The General Partner hereby grants to the
Service Provider a target amount of [            ] Phantom Units (the “Target Amount”), subject to all of the terms and conditions set forth in the Plan and in this
Agreement, including without limitation, those restrictions described in Section 4, whereby each Phantom Unit, if earned, represents the right to receive one Unit of the Partnership (a “Phantom Unit”). The period over
which the Partnership’s performance will be measured for purposes of applying the methodology set forth in Exhibit A shall be from [            ] to
[            ] (the “Performance Period”).  

2.    Phantom Unit Account. The General Partner shall establish and maintain a bookkeeping account on
its records for the Service Provider (a “Phantom Unit Account”) and shall record in such Phantom Unit Account: (a) the Target Amount of Phantom Units granted to the Service Provider and (b) the amount deliverable to
the Service Provider at settlement on account of Phantom Units that have vested. The Service Provider shall not have any interest in any fund or specific assets of the Partnership by reason of this Award or the Phantom Unit Account established for
the Service Provider. 







 3.    Rights of Service Provider. No Units shall be
issued to the Service Provider at the time the grant is made, and the Service Provider shall not be, nor have any of the rights and privileges of, a unitholder or limited partner of the Partnership with respect to any Phantom Units recorded in the
Phantom Unit Account, including the right to receive any distribution with respect to such Phantom Unit. The Service Provider shall have no voting or distribution equivalent rights with respect to the Phantom Units. 

4.    Vesting of Phantom Units. The Phantom Units are restricted in that they may be forfeited
by the Service Provider and in that they may not, except as otherwise provided in the Plan, be transferred or otherwise disposed of by the Service Provider. Subject to the terms and conditions of this Agreement, the proportion of the Target Amount
that is earned under this Agreement shall be calculated in accordance with Exhibit A. No amount of the Target Amount will be earned under this Agreement, and no amounts will be paid or delivered hereunder, unless the Service Provider has
continuously provided services to the Partnership Entities from the Date of Grant through the date of vesting of the Phantom Units. 

5.    Separation from Service. 

(a)    Termination for Any Reason.    Subject to Section 6, if the Service Provider
experiences a separation from service with the Partnership Entities for any reason prior to the date the Phantom Units have vested in accordance with Section 4, then all Phantom Units granted pursuant to this Agreement that have not yet vested
shall become null and void as of the date of such separation from service. 
 (b)    Effect of Employment
Agreement. Notwithstanding any provision herein to the contrary, in the event of any inconsistency between this Section 5 and any employment agreement entered into by and between the Service Provider and the Company, the terms of the
employment agreement shall control. 
 6.    Change of Control. If the Service Provider experiences
a termination without Cause or for Good Reason within 12 months following a Change of Control and prior to the date all Phantom Units have vested in accordance with Section 4 above, then all restrictions described in Section 4 shall lapse
and all Phantom Units granted pursuant to this Agreement shall become immediately vested. 
 “Cause” means (i) the
Committee’s reasonable determination of misconduct by the Service Provider that is materially injurious to the Partnership Entities or that results in the Service Provider’s inability to substantially perform his or her duties for the
Partnership Entities, (ii) the Committee’s reasonable determination that the Service Provider failed in any material respect to carry out or comply with any lawful and reasonable directive of the Board or the Committee, (iii) the
Service Provider’s conviction, plea of no contest, plea of nolo contendere, or imposition of adjudicated probation for any felony or crime involving moral turpitude, (iv) the Committee’s reasonable determination that the Service
Provider has unlawfully used (including being under the influence) or possessed illegal drugs on the premises of the Partnership Entities or while performing the Service Provider’s duties and responsibilities, (v) the Service
Provider’s commission of an act of fraud, embezzlement, misappropriation, willful misconduct, or breach of fiduciary duty against any of the Partnership Entities, (vi) the Service Provider’s material


  
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violation of any material policy of the Partnership Entities, (vii) the Service Provider’s willful or prolonged, and unexcused absence from work (other than by reason of disability due
to physical or mental illness), (viii) any act of discrimination or harassment against another employee of the Partnership Entities, (ix) a breach by the Service Provider of any agreement between the Service Provider and the Partnership
Entities, or (x) the Committee’s reasonable determination that the Service Provider has engaged in conduct defined as “Cause” under any other agreement between the Partnership Entities and the Service Provider. Notwithstanding
the foregoing, to the extent that the Service Provider may fully cure any event constituting “Cause” pursuant to clause (ii) or (ix) above, the Service Provider’s employment will not be deemed to have been terminated for Cause
pursuant to clause (ii) or (ix) unless (A) the General Partner or other applicable Partnership Entity provides the Service Provider with at least five (5) days’ prior written notice of the event constituting Cause, and
(B) the Service Provider has not cured such event within such five (5)-day period; provided, that in the case of a repeat occurrence of any specific example of an action or omission described in clause
(ii) or (ix) for which the General Partner or another Partnership Entity previously provided an opportunity to cure, the notice or cure period specified herein shall not apply. 

“Good Reason” means, if such event occurs without the Service Provider’s consent in writing, (i) a material diminution in
the nature or scope of the Service Provider’s responsibilities, authorities or duties at the General Partner, (ii) a material reduction in the Service Provider’s annual base compensation for services provided to the General Partner
from the annual base compensation for services provided to the General Partner in effect in the immediately prior year, other than any such reduction that is part of a generalized reduction in base salaries affecting all other similarly situated the
service providers at the General Partner, (iii) any other action or inaction that constitutes a material breach by the General Partner of the agreement under which the Service Provider provides services to the General Partner, if any,
(iv) a directive from the Committee requiring the Service Provider to engage in an illegal act or an act in material violation of a policy of the General Partner, and (v) the General Partner relocating its current corporate offices more
than one hundred miles from its current address of 8565 Magellan Parkway, Richmond, VA 23227. Notwithstanding the foregoing, the Service Provider will not be deemed to have “Good Reason” to terminate his or her employment hereunder unless
(i) the Service Provider provides the Committee with a written notice detailing the specific circumstances alleged to constitute Good Reason within thirty (30) days after the first occurrence of such circumstances, (ii) the General
Partner is given a period of thirty (30) days following receipt of such written notice to cure the applicable Good Reason condition, if susceptible to cure, and (iii) the Service Provider actually terminates employment within ninety
(90) days following the expiration of the General Partner’s thirty (30)-day cure period described above. If the Service Provider does not so terminate, any claim of such circumstances of “Good
Reason” shall be deemed irrevocably waived by the Service Provider. 
 7.    Settlement Date; Manner
of Settlement. No later than 45 days following the vesting of the Phantom Units pursuant to Section 4 and Section 6, the Phantom Units shall be settled through the delivery of Units to the Service Provider. No fractional Units will
be issued or acquired pursuant to this Agreement. If the application of any provision of this Agreement would yield a fractional Unit, such fractional Unit will be rounded up to the next whole Unit. The Service Provider agrees that any vested
Units that the Service Provider acquires upon 

  
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vesting of the Phantom Units will not be sold or otherwise disposed of in any manner that would constitute a violation of any applicable federal or state securities laws, the Plan or the rules,
regulations and other requirements of the U.S. Securities and Exchange Commission (the “SEC”) and any stock exchange upon which the Units are then listed. The Service Provider also agrees that any certificates representing
the Units acquired under this award may bear such legend or legends as the Committee deems appropriate in order to assure compliance with applicable securities laws. In addition to the terms and conditions provided herein, the Partnership may
require that the Service Provider make such covenants, agreements, and representations as the Committee, in its sole discretion, deems advisable in order to comply with any such laws, rules, regulations, or requirements. 

8.    Limitations on Transfer. The Service Provider agrees that he shall not dispose of (meaning,
without limitation, sell, transfer, pledge, exchange, hypothecate or otherwise dispose of) any Phantom Units or other rights hereby acquired prior to the date the Phantom Units are vested and paid. Any attempted disposition of the Phantom Units in
violation of the preceding sentence shall be null and void and the Phantom Units that the Service Provider attempted to dispose of shall be forfeited. 

9.    Adjustment. The number of Phantom Units granted to the Service Provider pursuant to this
Agreement shall be adjusted to reflect changes in the capital structure of the Partnership in accordance with the Plan. All provisions of this Agreement shall be applicable to such new or additional or different units or securities distributed or
issued pursuant to the Plan to the same extent that such provisions are applicable to the units with respect to which they were distributed or issued. 

10.    Violation of Law, Regulation or Rule. The General Partner shall not be required to deliver any
Units hereunder if, upon the advice of counsel for the General Partner, such acquisition or delivery would violate the Securities Act of 1933 or any other applicable federal, state, or local law or regulation or the rules of the exchange upon which
the Partnership’s Units are traded. 
 11.    Copy of Plan. By the execution of this
Agreement, the Service Provider acknowledges receipt of a copy of the Plan. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any applicable law, then such provision will be deemed to be modified to the minimum
extent necessary to render it legal, valid and enforceable; and if such provision cannot be so modified, then this Agreement will be construed as if not containing the provision held to be invalid, and the rights and obligations of the parties will
be construed and enforced accordingly. 
 12.    Notices. Whenever any notice is required or
permitted hereunder, such notice must be in writing and personally delivered or sent by mail. Any such notice required or permitted to be delivered hereunder shall be deemed to be delivered on the date on which it is personally delivered or, whether
actually received or not, on the third business day (on which banking institutions in the State of Virginia are open) after it is deposited in the United States mail, certified or registered, postage prepaid, addressed to the person who is to
receive it at the address which such person has theretofore specified by written notice delivered in accordance herewith. The General Partner or the Service Provider may change at any time and from time to


  
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time by written notice to the other, the address which it or he previously specified for receiving notices. The General Partner and the Service Provider agree that any notices shall be given to
the General Partner or to the Service Provider at the following addresses: 
  

			
	General Partner:	  	GPM Petroleum GP, LLC
		  	Attn: Legal Department
		  	8565 Magellan Parkway, Suite 400
		  	Richmond, Virginia 23227
		
	Service Provider:	  	At the Service Provider’s current address as shown in the General Partner’s records.

 13.    General Provisions. 

(a)    Administration. This Agreement shall at all times be subject to the terms and conditions of the Plan.
The Committee shall have sole and complete discretion with respect to all matters reserved to it by the Plan and decisions of a majority of the Committee with respect thereto and with respect to this Agreement shall be final and binding upon the
Service Provider and the General Partner. In the event of any conflict between the terms and conditions of this Agreement and the Plan, the provisions of the Plan shall control. 

(b)    No Effect on Service. Nothing in this Agreement or in the Plan shall be construed as giving the Service
Provider the right to be retained in the employ or service of the Partnership Entities. Furthermore, the Partnership Entities may at any time terminate the service relationship with the Service Provider free from any liability or any claim under the
Plan or this Agreement, unless otherwise expressly provided in the Plan, this Agreement or other written agreement. 

(c)    Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State
of Delaware, without regard to conflicts of law principles thereof. 
 (d)    Amendments. This Agreement may be
amended only by a written agreement executed by the General Partner and the Service Provider, except that the Committee may unilaterally waive any conditions or rights under, amend any terms of, or alter this Agreement provided no such change (other
than pursuant to Section 7(b), 7(c), 7(d), 7(e), or 7(g) of the Plan) materially reduces the rights or benefits of the Service Provider with respect to the Phantom Units without his consent. 

(e)    Binding Effect. This Agreement shall be binding upon and inure to the benefit of any successor or successors
of the General Partner or the Partnership and upon any person lawfully claiming under the Service Provider. 

(f)    Entire Agreement. This Agreement and the Plan constitute the entire agreement of the parties with regard to
the subject matter hereof, and contain all the covenants, promises, representations, warranties and agreements between the parties with respect to the Phantom Units granted hereby. Without limiting the scope of the preceding sentence, all prior
understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. 

  
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 (g)    No Liability for Good Faith Determinations. Neither the
Partnership Entities nor the members of the Committee and the Board shall be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Phantom Units granted hereunder. 

(h)    No Guarantee of Interests. None of the Board, the Committee or the Partnership Entities guarantee the Units
from loss or depreciation. 
 (i)    Tax Withholding. The General Partner or its Affiliates may, in their sole
discretion, withhold from amounts payable under this Agreement a number of Units up to and including the number of Units that have an aggregate Fair Market Value on the date of withholding equal to the aggregate amount of potential tax liabilities
applicable to amounts payable hereunder, determined based on the maximum withholding rates for federal, state, foreign and/or local tax purposes, including payroll taxes, with respect to the Service Provider that may be utilized without creating
adverse accounting treatment with respect to such Award, as determined by the Committee. No settlement of Phantom Units shall be made pursuant to this Agreement until the Service Provider has paid or made arrangements approved by the Partnership
Entity to satisfy in full the applicable tax withholding requirements of the Partnership Entity with respect to such event. 

(j)    Insider Trading Policy. The terms of the Partnership’s insider trading policy with respect to Units are
incorporated herein by reference. 
 (k)    Tax Consultation. None of the Board, the Committee or the Partnership
Entities has made any warranty or representation to the Service Provider with respect to the income tax consequences of the grant or vesting of the Phantom Units or the transactions contemplated by this Agreement, and the Service Provider represents
that he is in no manner relying on such entities or any of their respective managers, directors, officers, employees or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial
representatives) for tax advice or an assessment of such tax consequences. The Service Provider represents that he has consulted with any tax consultants that the Service Provider deems advisable in connection with the Phantom Units. The Service
Provider further agrees to indemnify and hold each of the Partnership Entities harmless for any damages, costs, expenses, taxes, judgments or other actions or amounts resulting from any actions or inactions of the Service Provider with respect to
the tax consequences of the Phantom Units. 
 (l)    Severability. If any provision of this Agreement is held to
be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid
provision had never been included herein. 

  
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 (m)    Headings. The titles and headings of Sections are included for
convenience of reference only and are not to be considered in construction of the provisions hereof. 

(n)    Gender. Words used in the masculine shall apply to the feminine where applicable, and wherever the context
of this Agreement dictates, the plural shall be read as the singular and the singular as the plural. 

(o)    Clawback. This Agreement is subject to any written clawback policies that the General Partner, with the
approval of the Board, may adopt. Any such policy may subject the Service Provider’s Phantom Units and amounts paid or realized with respect to such Phantom Units under this Agreement to reduction, cancelation, forfeiture or recoupment if
certain specified events or wrongful conduct occur, including but not limited to an accounting restatement due to the Partnership’s material noncompliance with financial reporting regulations or other events or wrongful conduct specified in any
such clawback policy adopted to conform to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and rules promulgated thereunder by the Securities and Exchange Commission and that the General Partner determines should apply to this
Agreement. 
 (p)    Consent to Electronic Delivery; Electronic Signature. In lieu of receiving documents in
paper format, the Service Provider agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Partnership may be required to deliver (including, without limitation, prospectuses, prospectus supplements,
grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered by the Partnership. Electronic delivery may be via a
Partnership electronic mail system or by reference to a location on a Partnership intranet to which the Service Provider has access. The Service Provider hereby consents to any and all procedures the Partnership has established or may establish for
an electronic signature system for delivery and acceptance of any such documents that the Partnership may be required to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her
manual signature. 
 [Signature Page to Follow] 

  
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 IN WITNESS WHEREOF, the General Partner has caused this Agreement to be executed by its
officer thereunto duly authorized, and the Service Provider has set his hand as to the date and year first above written. 
  

			
	GPM PETROLEUM GP, LLC


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  

		
	By:	 	  

	Name:	 	  

	Title:	 	  



 
			
	
	[SERVICE PROVIDER NAME]
	
	  

	Service Provider









 EXHIBIT A 

Performance Vesting Criteria and Methodology 

This Exhibit A to the Phantom Unit Award Agreement contains the performance requirements and methodology for the vesting of the Phantom Unit Award.
Capitalized terms used but not defined herein shall have the same meanings assigned to them in the Agreement. Capitalized terms used but not defined herein or in the Agreement shall have the same meanings assigned to them in the Plan. 

A. Performance Criteria 
 [insert performance criteria]

 B. Additional Factors or Information Regarding Performance Vesting Methodology 

[insert threshold(s), if applicable] 
 C. Threshold(s)
and Caps 
 [insert additional factors, if applicable] 

  
 A-1