EXHIBIT
10.1


 


BUCKEYE
PARTNERS, L.P.


 


2009
LONG-TERM INCENTIVE PLAN


 


Effective
January 1, 2009


(as
amended on April 30, 2009)


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Purpose and Design

  	
   

  	
  1

  
	
  2.

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  3.

  	
   

  	
  Grants and Maximum Number of Units Available for
  Grants

  	
   

  	
  5

  
	
  4.

  	
   

  	
  Duration of the Plan

  	
   

  	
  5

  
	
  5.

  	
   

  	
  Administration

  	
   

  	
  5

  
	
  6.

  	
   

  	
  Eligibility

  	
   

  	
  6

  
	
  7.

  	
   

  	
  Phantom Units and Performance Units

  	
   

  	
  6

  
	
  8.

  	
   

  	
  Distribution Equivalent Rights

  	
   

  	
  8

  
	
  9.

  	
   

  	
  Requirements for Performance Goals and Performance
  Periods

  	
   

  	
  9

  
	
  10.

  	
   

  	
  Non-transferability and Compliance with
  Rule 16b-3

  	
   

  	
  9

  
	
  11.

  	
   

  	
  Consequences of a Change of Control

  	
   

  	
  10

  
	
  12.

  	
   

  	
  Adjustment of Number and Price of Units, Etc

  	
   

  	
  10

  
	
  13.

  	
   

  	
  Limitation of Rights

  	
   

  	
  10

  
	
  14.

  	
   

  	
  Amendment or Termination of Plan

  	
   

  	
  10

  
	
  15.

  	
   

  	
  Tax Withholding and Code Section 409A

  	
   

  	
  11

  
	
  16.

  	
   

  	
  Governmental Approval

  	
   

  	
  11

  
	
  17.

  	
   

  	
  Effective Date of Plan

  	
   

  	
  11

  
	
  18.

  	
   

  	
  Successors

  	
   

  	
  11

  
	
  19.

  	
   

  	
  Headings and Captions

  	
   

  	
  12

  
	
  20.

  	
   

  	
  Governing Law

  	
   

  	
  12

  



 


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BUCKEYE
PARTNERS, L.P.


 


2009
LONG-TERM INCENTIVE PLAN


 


1.                                      Purpose and Design


 


The purpose of this Plan is to assist Buckeye Partners, L.P., Buckeye GP
LLC, the Partnership’s general partner, and Affiliates in attracting and
retaining employees of outstanding competence and to enable selected officers
and key employees of the Partnership, the Company and Affiliates to acquire or
increase ownership interests in the Partnership on a basis that will encourage
them to perform at increasing levels of effectiveness and to use their best
efforts to promote the growth and profitability of the Partnership.  The Plan is designed to align directly
long-term executive compensation with tangible, direct and identifiable
benefits realized by Buckeye Partners, L.P. Unit holders.


 


2.                                      Definitions


 


Whenever used in this Plan,
the following terms will have the respective meanings set forth below:


 


2.1                                 “Account” means a bookkeeping account established
on the records of the Company to record a Participant’s interests under the
Plan.


 


2.2                                 “Affiliate” will have the meaning ascribed to such
term in Rule 12b-2 of the General Rules under the Exchange Act.  Notwithstanding the foregoing, Buckeye Pipe
Line Services Company shall be considered an Affiliate of the Company and any
reference to an Affiliate in this Plan shall include an Affiliate of the
Company or the Partnership, as applicable.


 


2.3                                 “Board” means the Company’s Board of Directors as
constituted from time to time.


 


2.4                                 “Cause” shall mean, except to the extent
specified otherwise by the Committee, a finding by the Committee that the
Participant (i) has materially breached his or her employment, severance
or service contract with the Company, Partnership or Affiliate, (ii) has
engaged in disloyalty to the Company, Partnership or Affiliate, including,
without limitation, fraud, embezzlement, theft, commission of a felony or
proven dishonesty, (iii) has disclosed trade secrets or confidential
information of the Company, Partnership or Affiliate to persons not entitled to
receive such information, or (iv) has breached any written non-competition,
non-solicitation, invention assignment or confidentiality agreement between the
Participant and the Company, Partnership or Affiliate.


 


2.5                                 “Change of Control” shall mean the occurrence of one or more
of the following transactions:


 


(a)                                  the sale or disposal by the Partnership
of all or substantially all of its assets; or


 


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(b)                                 the merger or consolidation of the
Partnership with or into another partnership, corporation, or other entity, other
than a merger or consolidation in which the Unit holders immediately prior to
such transaction retain at least a fifty percent (50%) equity interest in the
surviving entity; or


 


(c)                                  the occurrence of one or more of the
following events:


 


(i)                                     the Company ceases to be the sole general
partner of the Partnership;


 


(ii)                                  Buckeye GP
Holdings L.P. ceases
to own and control, directly or indirectly, 100% of the outstanding equity
interests of the Company;


 


(iii)                               MainLine Management LLC ceases to be the sole general
partner of Buckeye GP Holdings L.P.; or


 


(iv)                              BGH GP Holdings, LLC ceases to own and
control, directly or indirectly, 100% of the outstanding equity interests of
MainLine Management LLC;


 


provided, however, that none of the events described in
this clause (c) shall constitute a Change of Control if, following such
event, either ArcLight Capital Partners, LLC and its affiliates (“ArcLight”) or
Kelso & Company and its affiliates (“Kelso”) possess, or both ArcLight
and Kelso collectively possess, directly or indirectly, the power to direct or
cause the direction of the management and policies of the Partnership, whether
through the ownership of voting securities, by contract, or otherwise; or


 


(d)                                 the failure of ArcLight and Kelso
collectively to possess, directly or indirectly, the power to direct or cause
the direction of the management and policies of the Partnership, whether
through the ownership of voting securities, by contract, or otherwise.


 


2.6                                 “Change of Control Period” shall mean the period commencing on the
date of a Change of Control and ending eighteen (18) calendar months following
a Change of Control.


 


2.7                                 “Code” means the
Internal Revenue Code of 1986, as amended and the regulations promulgated
thereunder.


 


2.8                                 “Committee” means the Compensation Committee of the
Board or its successor.


 


2.9                                 “Company” means Buckeye GP LLC, a Delaware limited
liability company, and any successor thereto.


 


2.10                           “Comparison Group” means the group selected by the
Committee and consisting of the Partnership and such other entities deemed by
the Committee (in its sole discretion) to be reasonably comparable to the
Partnership.


 


2.11                           “Date of Grant” means the effective date on which a
Grant is made to a Participant as set forth in the applicable Grant Letter.


 


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2.12                           “Disability” or “Disabled”
means a Participant becoming disabled within the meaning of section 22(e)(3) of
the Code, a long-term disability as determined under the long-term disability
plan of the Company, the Partnership or an Affiliate, which is applicable to
the Participant, or as otherwise determined by the Committee.  Notwithstanding the foregoing, no payment
shall be made to a Participant on account of Disability unless a Participant
becomes disabled within the meaning of such term under section 409A(a)(2)(C) of
the Code.


 


2.13                           “Distribution Equivalent Rights” means an amount determined by
multiplying the number of Units granted to a Participant, subject to any
adjustment under Section 12, by the per-Unit cash distribution, or the
per-Unit fair market value (as determined by the Committee) of any distribution
in consideration other than cash, paid by the Partnership on its Units.


 


2.14                           “Employee” means a regular full-time salaried
employee of the Company or an Affiliate who performs services directly or
indirectly for the benefit of the Partnership.


 


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


 


2.16                           “Fair Market Value” of a Unit means the average, rounded to
one cent ($0.01), of the highest and lowest sales prices thereof on the New
York Stock Exchange on the day on which Fair Market Value is being determined,
as reported on the Composite Tape for transactions on the New York Stock
Exchange. In the event that there are no Unit transactions on the New York
Stock Exchange on such day, the Fair Market Value will be determined as of the
immediately preceding day on which there were Unit transactions on that
exchange.  If a Unit is not publicly traded
or, if publicly traded, is not subject to reported transactions as set forth
above, the Fair Market Value per share shall be as determined by the Committee
through any reasonable valuation method.


 


2.17                           “Good Reason” shall mean the occurrence, without the
Participant’s express written consent, of any of the following events during
the Change in Control Period:


 


(a)                                  a substantial adverse change in the
Participant’s duties or responsibilities from those in effect on the date
immediately preceding the first day of the Change of Control Period;


 


(b)                                 a material reduction in Participant’s
annual rate of base salary or annual bonus opportunity as in effect immediately
prior to commencement of a Change of Control Period; or


 


(c)                                  requiring Participant to be based at a
location more than 100 miles from the Participant’s primary work location as it
existed on the date immediately preceding the first day of the Change of
Control Period, except for required travel substantially consistent with the
Participant’s present business obligations.


 


Notwithstanding the foregoing, Participant shall not
have Good Reason for termination unless (A) Participant gives written
notice of termination for Good Reason within 30 days after the event giving
rise to Good Reason occurs, (B) the Company does not cure the action or
failure to act that constitutes the grounds for Good Reason, as set forth in
Participant’s notice of


 


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termination,
within 30 days after the date on which Participant gives written notice of
termination and (C) Participant actually resigns within 60 days following
the expiration of the Company’s 30-day cure period.


 


2.18                           “Grant” means a grant of one or more Performance
Units or Phantom Units pursuant to the Plan and any tandem Distribution
Equivalent Rights awarded with respect to such Grant.


 


2.19                           “Grant Letter” means
the written instrument that sets forth the terms and conditions of a Grant,
including all amendments thereto.


 


2.20                           “Participant” means an Employee or an independent
director (as set forth in Section 6 below) designated by the Committee to
participate in the Plan.


 


2.21                           “Partnership” means Buckeye Partners, L.P., a Delaware
limited partnership or any successor thereto.


 


2.22                           “Performance Goal” means the goal or goals and other
objectives established by the Committee for a Performance Period, for the
purpose of determining when a Grant subject to such objectives is earned.  All Performance Goals must meet the
requirements of Section 9.


 


2.23                           “Performance Period” means the period of one or more calendar
years during which performance will be measured for Performance Units or tandem
Distribution Equivalent Rights, as specified by the Committee.  Performance Periods must meet the
requirements of Section 9.


 


2.24                           “Performance Unit” means a notional Unit that is subject to
the attainment of one or more Performance Goals established by the Committee
and described in Section 9 and which upon vesting entitles a Participant
to receive a Unit (or a fraction or a multiple thereof as determined based on
the Performance Goal) or, if provided by the Committee in the Grant Letter, an
amount in cash equal to the Fair Market Value of a Unit (or a fraction or a
multiple thereof as determined based on the Performance Goal).


 


2.25                           “Phantom Unit” means a notional Unit granted under the
Plan that is subject to service-based restrictions or other conditions
established by the Committee in its discretion and which upon vesting entitles
a Participant to receive a Unit or, if provided by the Committee in the Grant
Letter, an amount in cash equal to the Fair Market Value of a Unit.


 


2.26                           “Plan” means the Buckeye Partners, L.P. 2009
Long-Term Incentive Plan as stated herein, including any amendments or
modifications thereto.


 


2.27                           “Restriction Period” means the period of one or more calendar
years during which Phantom Units or tandem Distribution Equivalent Rights, if
applicable, shall be subject to restrictions or conditions, including any other
period specified in the Grant Letter.


 


2.28                           “Retirement” means separation from employment other
than for Cause (i) at or after age 65, or (ii) before age 65 provided
the Participant has at the time of such termination 


 


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satisfied the age and vesting requirements for normal or early retirement
pursuant to the terms of any “defined benefit plan” (as such term is defined in
Section 3(35) of the Employee Retirement Income Security Act of 1974, as
amended, or any successor provision) maintained by the Partnership, the Company
or any Affiliate in which the Participant participates, or (iii) if the
Participant does not participate at the time of such termination in such a “defined
benefit plan,” at or after age 55 and before age 65 provided the Participant
has been employed by the Partnership, the Company or any Affiliate for at least
five full years.


 


2.29                           “Unit” means a unit representing a limited
partnership interest in the Partnership.


 


3.                                      Grants and Maximum Number of
Units Available for Grants


 


(a)                                  Grants under the Plan may consist of
Phantom Units, Performance Units and/or tandem Distribution Equivalent
Rights.  All Grants shall be subject to
the terms and conditions set forth herein and to such other terms and
conditions consistent with this Plan as the Committee deems appropriate and as
are specified in writing by the Committee to the individual in the Grant
Letter.  All Grants shall be made
conditional upon the Participant’s acknowledgement, in writing or by acceptance
of the Grant, that all decisions and determinations of the Committee shall be
final and binding on the Participant, his or her beneficiaries and any other
person having or claiming an interest under such Grant.  Grants under a particular Section of the
Plan need not be uniform as among the Participants.


 


(b)                                 The number of Units that may be granted
under this Plan may not exceed 1,500,000 in the aggregate, subject, however, to
the adjustment provisions of Section 12 below. With regard to grants to
any one individual in a calendar year, the number of Units that may be issued
will not exceed 100,000.  If Units are
forfeited, terminated or otherwise not paid in full, the Units subject to such
Grant shall again be available for purposes of the Plan. Units may be (i) previously
issued and outstanding Units, (ii) newly issued Units, or (iii) a
combination of each.


 


4.                                      Duration of the Plan


 


The Plan will remain in effect until all Units subject to the Plan have
been issued and transferred to Participants.


 


5.                                      Administration


 


(a)                                  The Plan will be administered by the
Committee. The Committee may delegate authority to one or more subcommittees,
as it deems appropriate.  Subject to the
express provisions of the Plan, the Committee will have authority, in its
complete discretion, to determine the Employees to whom, and the time or times
at which grants will be made.  In making
such determinations, the Committee may take into account the nature of the
services rendered by an Employee, the present and potential contributions of
the Employee to the Partnership’s success and such other factors as the
Committee in its discretion deems relevant. All powers of the Committee shall
be executed in its sole discretion, in the best interest of the Partnership,
not as a fiduciary, and in keeping with the objectives of the Plan and need not
be uniform as to similarly situated individuals.  No member of the Committee shall be liable
for any 


 


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action, determination or omission taken or made in
good faith with respect to the Plan or any grant hereunder.


 


(b)                                 Subject to the express provisions of the
Plan, the Committee will also have authority, in its complete discretion, to (i) construe
and interpret the Plan, (ii) to prescribe, amend and rescind rules and
regulations relating to the Plan, (iii) to determine the terms and
provisions of the restrictions relating to Grants (none of which need be
identical), and (iv) to make all other determinations (including factual
determinations) necessary or advisable for the orderly administration of the
Plan.  The Grant Letter shall set forth
the terms of each Grant.  Each
Participant’s receipt of a Grant Letter shall constitute that Participant’s
acknowledgement and acceptance of the terms of the Plan and the Grant and the
Committee’s authority and discretion.


 


6.                                      Eligibility


 


Grants hereunder may be made to Employees who, in the sole judgment of
the Committee, are individuals who are in a position to significantly
participate in the development and implementation of the Company’s strategic
plans for the Partnership and thereby contribute materially to the continued
growth and development of the Partnership and to its future financial
success.  Grants hereunder may also be
made to independent members of the board of directors of the Company or
Mainline Management LLC as determined by the Committee in its sole
discretion.  For purposes of this section
independent directors shall be those members of the applicable board of
directors who are “independent,” as defined in the Corporate Governance
Guidelines of the Partnership or of Buckeye GP Holdings, L.P., the Company’s
parent company, as applicable..


 


7.                                      Phantom Units and Performance
Units


 


7.1                                 Grant of Units. Subject to the provisions of Section 3,
Phantom Units or Performance Units may be granted to Participants at any time
and from time to time as may be determined by the Committee.  The Committee may, in its sole and absolute
discretion, establish a program pursuant to which Phantom Units or Performance
Units may be awarded, subject to terms and conditions established by the Committee,
at the election of a Participant in lieu of cash compensation.  Phantom Units or Performance Units may be
granted with or without Distribution Equivalent Rights as determined by the
Committee.  Units issued or transferred
pursuant to awards of Phantom Units or Performance Units may be issued or
transferred for consideration or for no consideration, and will be subject to
all requirements set forth in the Grant Letter.


 


7.2                                 Restrictions on Phantom Units. 
Unless a different vesting schedule is established by the Committee in
the Grant Letter, Phantom Units shall vest according to the following schedule
based on the years of service of a Participant after the Date of Grant.


 


	
  Restriction Period

  	
   

  	
  Percentage of Phantom Units That Vest

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Less than Three
  Years from Date of Grant

  	
   

  	
  0

  	
  %

  
	
  Three Years or
  More from Date of Grant

  	
   

  	
  100

  	
  %

  



 


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The Committee may also provide for vesting of Phantom Units based on
the acceptance of employment or commencement of employment with the
Partnership, the Company or Affiliates, as determined by the Committee in its sole
discretion.


 


7.3                                 Restrictions on Performance
Units.  Unless a different vesting schedule is set
forth in the Grant Letter, Performance Units shall vest based on the
achievement of Performance Goals over a three-year Performance Period.  At the end of a Performance Period, each
Performance Unit shall be settled based upon the attainment of the
pre-established Performance Goals as certified by the Committee in writing in
accordance with Section 9 and the Units or amount payable in respect of
each Performance Unit shall be determined by multiplying each Performance Unit
granted by a payout performance multiplier of between 0%-200%, which shall be
determined based upon actual performance compared to the pre-established
Performance Goal.


 


7.4                                 Requirement of Employment. 
After the restrictions on a Participant’s Phantom Units or Performance
Units vest according to the schedule in Section 7.2 and 7.3, the Phantom
Units or Performance Units shall be payable after the end of the Restriction
Period or Performance Period, according to the terms set forth in the Grant
Letter, but no later than the later of the end of the calendar year or the 15th
day of the third month following the end of the Restriction Period or
Performance Period, as applicable.  If
the Participant ceases to be an Employee before the end of the Restriction
Period or Performance Period, the Participant’s Phantom Units or Performance
Units will terminate as to all Units covered by the Grant as to which the
restrictions have not vested, except as provided below.


 


7.5                                 Termination for
Cause; Voluntary Termination.  In the event a Participant’s ceases to be
employed by, or provide service to the Company, Partnership or Affiliate either (i) for
termination for Cause or (ii) voluntarily on the part of the Participant,
any and all Phantom Units or Performance Units not then vested shall be
forfeited as of the date the Participant ceases to be employed by, or provide
service to the Company,
Partnership or Affiliate.


 


7.6                                 Retirement or Termination without
Cause, Death or Disability.  Unless
otherwise provided by the Committee in the Grant Letter, if a Participant
holding Phantom Units or Performance Units ceases to be an Employee by reason
of (i) Retirement or termination without Cause, (ii) Disability, or (iii) death,
the Phantom Units or Performance Units held by such Participant will vest
pursuant to the following:


 


(i)                                     Retirement or Termination without
Cause.  If a Participant terminates employment on
account of Retirement, or the Participant’s employment is terminated by the
Company, Partnership or Affiliate without Cause, such Participant’s Phantom
Units will vest on a prorated basis, based on the portion of the Restriction
Period during which the Participant was employed by the Company, Partnership or
Affiliate and be paid as soon as practicable thereafter, and Performance Units
will vest on a prorated portion based on the actual performance results for the
Performance Period, prorated for the portion of the Performance Period during
which the Participant was employed by the Company, Partnership or Affiliate,
and be paid as soon as practicable thereafter. 
The Committee may, however, provide for complete or 


 


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partial
exceptions to this requirement as it deems appropriate in the case of a Participant
who terminates employment on account of Retirement.


 


(ii)                                  Disability. 
If a Participant is determined to be Disabled, such Participant’s
Phantom Units will immediately vest and be paid as soon as practicable
thereafter and Performance Units will vest and be paid immediately based on a
payout performance multiplier of 100%.


 


(iii)                               Death.  In the event
of the death of a Participant while employed by the Company, Partnership or
Affiliate, such Participant’s Phantom Units will immediately vest and be paid
as soon as practicable thereafter and Performance Units will vest and be paid
immediately based on a payout performance multiplier of 100%.


 


7.7                                 Form of Payment for Units. Phantom Units and Performance Units
will be settled by the delivery of Units, provided that, the Committee will
have the discretion to provide in a Grant Letter that payment in settlement of
Phantom Units or Performance Units for a Participant will be paid in cash based
on the Fair Market Value of the Units otherwise deliverable, or partly in Units
and partly in cash.


 


8.                                      Distribution Equivalent Rights


 


8.1                                 Amount of Distribution
Equivalents Credited.
If the Committee so specifies when granting Phantom Units or Performance Units,
from the Date of Grant of Phantom Units or Performance Units to a Participant
until the date on which the Phantom Units or Performance Units are paid, the
Company will maintain an Account for such Participant and will credit on each
payment date for the payment of a distribution made by the Partnership on its
Units an amount equal to the Distribution Equivalent Rights associated with
such Phantom Units or Performance Units.


 


8.2                                 Payment of Credited Distribution
Equivalent Rights.  Distribution Equivalent Rights will be paid
upon such terms as the Committee determines, including, without limitation the
Performance Goals prescribed in accordance with Section 9.


 


8.3                                 Timing of Payment of Distribution
Equivalent Rights.  Except as otherwise determined by the
Committee or set forth in the Grant Letter, Distribution Equivalent Rights
shall be paid on Phantom Units or Performance Units as follows:


 


(a)                                  Phantom Units. 
Distribution Equivalent Rights shall be paid on Phantom Units, whether
vested or not vested, as soon as practicable following the payment of a
distribution made by the Partnership on its Units in accordance with this
Section.  A Participant will receive the
aggregate amount of the Participant’s Distribution Equivalent Rights in cash,
or in Units as determined by the Committee in its discretion.


 


(b)                                 Performance Units. Distribution Equivalent Rights shall be
paid at the same time and under the same conditions as the underlying
Performance Units are paid.  No payments
of Distribution Equivalent Rights will be made (A) prior to the end of the
Performance Period set forth in the Grant Letter or (B) to any Participant
whose employment by the Company 


 


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terminates prior to the end of the Performance Period
for any reason other than Retirement, death, Disability or involuntary
termination without Cause.  A Participant
will receive the aggregate amount of the Participant’s Distribution Equivalent
Rights in cash, or in Units as determined by the Committee in its discretion,
as soon as practicable after the end of the applicable Performance Period.


 


9.                                      Requirements for Performance
Goals and Performance Periods


 


9.1                                 Requirements for Performance
Goals.  When Performance Units or tandem
Distributions Equivalent Rights are granted, the Committee will establish in
writing Performance Goals either before the beginning of the Performance Period
or during a period ending no later than the earlier of (i) 90 days after
the beginning of the Performance Period or (ii) the date on which 25% of
the Performance Period has elapsed.  The
Performance Goals must specify (A) the Performance Goal(s) that must
be met in order for restrictions on the Performance Units to vest or the
Distribution Equivalent Rights to be paid, (B) the Performance Period
during which performance will be measured, (C) the maximum amounts that
may be paid if the Performance Goals are met, and (D) any other conditions
that the Committee deems appropriate and consistent with the Plan, including
the time of payment and other requirements.


 


9.2                                 Criteria Used for Performance Goals. 
The Committee will use objectively determinable business criteria for
the Performance Goals including, but not limited to, one or more of the
following financial or operational criteria: 
EBITDA, Unit price, earnings per Unit, net earnings, operating earnings,
total capital spending, maintenance capital spending, return on assets, total
Unit holder return, return on equity, growth in assets, cash flow, market
share, distribution growth, distributable cash flow, relative performance to a
Comparison Group, or strategic business criteria, including, but not limited
to, meeting specified revenue goals, business expansion goals, cost targets or
goals relating to acquisitions or divestitures. 
The Performance Goals may relate to the Participant’s business unit or
the performance of the Partnership as a whole, or any combination of the
foregoing.  Performance Goals need not be
uniform as among Participants.


 


9.3                                 Forfeitures. 
If and to the extent that all requirements of the Performance Goals and
Grant Letter are not met, grants of Performance Units and Distribution
Equivalent Rights will be forfeited, except as otherwise provided by the
Committee with respect to a Participant who is not a covered employee as
defined and set forth under Code section 162(m).


 


10.                                Non-transferability and
Compliance with Rule 16b-3


 


                                                Only
the Participant may exercise rights under a Grant during the Participant’s
lifetime.  A Participant may not transfer
those rights except (i) by will or by the laws of descent and distribution
or (ii) pursuant to a domestic relations order.  The Committee may impose such conditions on
Grants as may be necessary to satisfy the requirements of Rule 16b-3 under
the Exchange Act.


 


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11.                                Consequences of a Change of
Control


 


In the event a Change of Control occurs while the
Participant is employed by, or providing services to the Company, Partnership
or Affiliate, and (i) the Participant is terminated without Cause during
the Change of Control Period or (ii) the Participant resigns for Good
Reason, such Participant’s Phantom Units (and any unpaid Distribution
Equivalent Rights) will immediately vest and be paid within the 30-day period
following such termination of employment and Performance Units (and any associated
Distribution Equivalent Rights) will vest and be paid based on a payout
performance multiplier of 100% within the 30-day period following such
termination of employment.


 


12.                                Adjustment of Number and Price of
Units, Etc.


 


If there is any change in the number or kind of Units
outstanding (i) by reason of a Unit distribution, spinoff,
recapitalization, Unit split, or combination or exchange of Units, (ii) by
reason of a merger, reorganization, consolidation or reclassification, or (iii) by
reason of any other extraordinary or unusual event affecting the outstanding
Units as a class without the Company’s receipt of consideration, or if the
value of outstanding Units is substantially reduced as result of a spinoff or
the Company’s payment of any extraordinary distribution, the maximum number of
Units available for issuance under the Plan, the maximum number of Units for
which any individual may receive Grants in any year, the kind and number of
Units covered by outstanding Grants, the kind and number of Units to be issued
or issuable under the Plan, and the applicable market value of outstanding
Grants shall be required to be equitably adjusted by the Committee to reflect
any increase or decrease in the number of, or change in the kind or value of,
issued Units to preclude, to the extent practicable, the enlargement or
dilution of rights and benefits under the Plan and such outstanding Grants;
provided, however, than any fractional Units resulting from such adjustment
shall be eliminated.  Any adjustments determined
by the Committee shall be final, binding and conclusive.


 


13.                                Limitation of Rights


 


Nothing contained in this
Plan will be construed to give an Employee or independent director any right to
a Grant hereunder except as may be authorized in the discretion of the
Committee.  A Grant under this Plan will
not constitute or be evidence of any agreement or understanding, expressed or
implied, that the Company, Partnership or any Affiliate will employ a
Participant for any specified period of time, in any specific position or at
any particular rate of remuneration.


 


14.                                Amendment or Termination of Plan


 


The
Committee shall have complete and exclusive power and authority to terminate or
amend the Plan and the Committee may amend outstanding awards issued under the
Plan in any or all aspects whatsoever not inconsistent with the terms of the
Plan; provided, however, that no such termination or amendment shall adversely
affect the rights of a Participant with respect to awards at the time
outstanding under the Plan unless the Participant consents to such amendment;
and provided, further, that the Committee shall not, without the approval of
the Unit holders, amend the Plan to (i) materially increase the maximum
number of Units which may be issued under the Plan, except for permissible
adjustments under Section 12, (ii) materially 


 


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increase
the benefits accruing to individuals who participate in the Plan, or (iii) materially
modify the eligibility requirements for the grant of Units under the Plan.


 


15.                                Tax Withholding and Code Section 409A


 


Upon the vesting of restrictions on Phantom Units or
Performance Units, the Company will require the recipient to remit to the
Company an amount sufficient to satisfy federal, state and local withholding
tax requirements.  However, to the extent
authorized by rules and regulations of the Committee, the Company may
withhold Units and make cash payments in respect thereof in satisfaction of a recipient’s tax
obligations in an amount that does not exceed the recipient’s minimum
applicable withholding tax obligations. 
Notwithstanding any provision to the contrary, all provisions of this
Plan shall be construed and interpreted to comply with Code section 409A and
applicable regulations thereunder and if necessary, any provision shall be held
null and void to the extent such provision (or part thereof) fails to comply
with Code section 409A or regulations thereunder.  For purposes of the limitations on
nonqualified deferred compensation under Code section 409A, each payment of
compensation under this Plan shall be treated as a separate payment of
compensation for purposes of applying the deferral election rules and the
exclusion for certain short-term deferral amounts under Code section 409A.  To the extent that deferred compensation
subject to the requirements of Code section 409A becomes payable under this
Plan to a “specified employee” (within the meaning of Code section 409A) on
account of separation from service, any such payments shall be delayed by six
months to the extent necessary to comply with the requirements of Code section
409A, but not beyond the death of the Participant.


 


16.                                Governmental Approval


 


Each grant of Units will
be subject to the requirement that if at any time the listing, registration or
qualification of the Units covered thereby 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 awarding of such grant of Units, then no such grant may be paid in
whole or in part unless and until such listing, registration, qualification,
consent or approval has been effected or obtained free of any conditions not
acceptable to the Board.


 


17.                                Effective Date of Plan


 


This Plan will become effective as of January 1, 2009, subject to
approval by the Partnership’s Unit holders. 
The Plan shall remain in effect until the earlier of (a) the
termination of the Plan by action of the Board or the Committee, or (b) the
10th anniversary of the effective date.


 


18.                                Successors


 


This Plan will be binding upon and inure to the benefit of the
Partnership, the Company, and their successors and assigns and the Participant
and his heirs, executors, administrators and legal representatives.


 


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19.                                Headings and Captions


 


The headings and captions
herein are provided for reference and convenience only, shall not be considered
part of the Plan, and shall not be employed in the construction of the Plan.


 


20.                                Governing Law


 


The validity,
construction, interpretation and effect of the Plan will be governed
exclusively by and determined in accordance with the law of the State of
Delaware.


 


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