exv10w1



 





Exhibit 10.1


(unit settled)








«GrantDate»




«FirstName» «MI» «LastName»

«Address»

«City», «State» «Zip»




   Re:     Grant
of Phantom Units



Dear «FirstName»:




     I am pleased to inform you that you have been granted «Units» Phantom Units as of the above
date pursuant to the Company’s Long-Term Incentive Plan (the “Plan”). In addition, in tandem
with each Phantom Unit you have been granted a distribution equivalent right (a “DER”). The terms
and conditions of this grant are as set forth below.




	 	1.	 	Subject to the further provisions of this Agreement, your Phantom Units shall
vest (become payable in the form of one Common Unit of Plains All American Pipeline,
L.P. for each Phantom Unit) as follows: (i) 33.33% shall vest upon the later to occur of
the May 2011 Distribution Date and the date on which the Partnership pays a quarterly
distribution of at least $0.875 per unit, (ii) 33.33% shall vest upon the later to occur
of the May 2011 Distribution Date and the date on which the Partnership pays a quarterly
distribution of at least $1.00 per unit, and (iii) 33.34% shall vest upon the later to
occur of the May 2012 Distribution Date and the date on which the Partnership pays a
quarterly distribution of at least $0.9375 per unit. Any remaining Phantom Units that
are not vested by the May 2014 Distribution Date, and any tandem DERs (regardless of vesting)
associated with such Phantom Units, shall expire on such date.






	 	2.	 	Subject to the further provisions of this Agreement, your DERs shall vest
(become payable in cash) as follows: (i) 25% shall vest upon and effective with the
date on which the Partnership pays a quarterly distribution of at least $0.85 per unit,
(ii) 25% shall vest upon and effective with date on which the Partnership pays a
quarterly distribution of at least $0.90 per unit, (iii) 25% shall vest upon and
effective with the date on which the Partnership pays a quarterly distribution of at
least $0.95 per unit, and (iv) 25% shall vest upon and effective with date on which the
Partnership pays a quarterly distribution of at least $1.00 per unit.






	 	3.	 	Your DERs shall not accrue payments prior to vesting.






	 	4.	 	Any distribution level required for vesting under paragraphs 1 or 2 above shall
be proportionately reduced or increased for any split or reverse split, respectively,
of the Units, or any event or transaction having similar effect.





333 Clay Street, Suite 1600   n   Houston, Texas 77002   n   713/646-4100 or 800-564-3036




 









 





	 	 	 	 	 
	«FirstName» «MI» «LastName»

	 	- 2 -
	 	«GrantDate»






	 	5.	 	Upon vesting of any Phantom Units, an equivalent number of DERs will expire.
Any such DERs that are vested prior to, or that would vest as of, the Distribution Date
on which the Phantom Units vest, shall be payable on such Distribution Date prior to
their expiration.






	 	6.	 	In the event of the termination of your employment with the Company and its
Affiliates (other than in connection with a Change in Status or by reason of your
death, “disability,” as defined in paragraph 7 below, or “retirement” as defined in
paragraph 8 below), all of your then outstanding DERs (regardless of vesting) and
Phantom Units shall automatically be forfeited as of the date of termination;
provided, however, that if the Company or its Affiliates terminate your
employment other than a Termination for Cause: (i) any unvested Phantom Units that have
satisfied all vesting criteria as of the date of termination but for the passage of
time shall be deemed nonforfeitable on the date of termination, and shall vest on the
next following Distribution Date; (ii) any DERs associated
with the unvested, nonforfeitable Phantom Units described in clause (i)
shall not be forfeited on the date of termination, but shall be payable and shall
expire in accordance with paragraph 5 above; and (iii) any unvested Phantom Units that have satisfied none of
the vesting criteria as of the date of termination,
and any tandem DERs (regardless of vesting) associated with such Phantom Units, shall automatically
be forfeited as of the date of termination.






	 	7.	 	In the event of termination of your employment with the Company and its
Affiliates by reason of your death or your “disability” (a physical or mental infirmity
that impairs your ability substantially to perform your duties for a period of eighteen
months or that the Company otherwise determines constitutes a “disability”), all of
your then outstanding Phantom Units and tandem DERs shall be deemed 100% nonforfeitable
on such date, and such Phantom Units and DERs shall vest in accordance with paragraph 1 and paragraph 2 above.






	 	8.	 	In the event of your retirement, 50% of any unvested Phantom Units that have
satisfied all vesting criteria as of the date of termination but for the passage of
time shall be deemed nonforfeitable on the date of termination, and shall vest on the
next following Distribution Date; provided, that any DERs associated with the
unvested, nonforfeitable Phantom Units described in this paragraph shall not be
forfeited on the date of termination, but shall be payable and shall expire in
accordance with paragraph 5 above. All other unvested Phantom Units and tandem DERs (regardless of vesting)
shall automatically be forfeited as of the date of retirement. “Retirement” means (i) you have reached the age of
60 prior to meeting the time requirement for vesting, (ii) you provide a written
statement that you are retiring, and (iii) the written statement includes your
agreement not to accept any employment or consulting position with any competitor in
the hydrocarbon midstream business for a period of two years after the date of retirement.






	 	9.	 	In the event of a Change in Status, all of your then outstanding Phantom Units
and tandem DERs shall be deemed 100% nonforfeitable on such date, and such Phantom
Units shall vest in full upon the next Distribution Date.






	 	10.	 	Upon payment pursuant to a DER, you agree that the Company may withhold any
taxes due from your compensation as required by law. Upon vesting of a Phantom Unit,
you agree that the Company may withhold any taxes due from your





 









 





	 	 	 	 	 
	«FirstName» «MI» «LastName»

	 	- 3 -
	 	«GrantDate»






	 	 	 	compensation as required by law, which (in the sole discretion of the Company) may
include withholding a number of Common Units otherwise payable to you.





     As used herein, the phrase “Distribution Date” means the date, in any given month and year, on
which the Partnership pays a quarterly distribution.



     The phrase “Change in Status” means the occurrence, within three months prior to or one year
following a Change of Control, of any of the following circumstances: (A) any termination by the
Company of your employment other than a Termination for Cause, (B) without your consent, any
removal of you from, or any failure to re-elect you to, the positions held by you (or
substantially equivalent positions) immediately prior to the change that may constitute a Change in
Status, or (C) any reduction in your base salary or (D) any material reduction in your fringe
benefits.



     The phrase “Change of Control” means, and shall be deemed to have occurred upon the occurrence
of, one or more of the following events: (i) the Company ceasing to be the general partner of the
general partner of the Partnership, (ii) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or substantially all of the assets of the
Partnership or the Company to any Person and/or its Affiliates, other than to the Partnership or
the Company, including any employee benefit plan thereof; (iii) a consolidation, reorganization,
merger or any other similar transaction involving (a) a Person other than the Partnership or the
Company and (b) the Partnership, the Company or both, (iv) the Persons who own membership interests
in the Company on the date hereof cease to beneficially own, directly or indirectly, more than 50%
of the membership interest in the Company, or (v) any Person, including any partnership, limited
partnership, syndicate or other group deemed a “person” for purposes of Section 13(d) or 14(d) of
the Securities Exchange Act of 1934, as amended, becoming after the date hereof the beneficial
owner, directly or indirectly, of more than 49.9% of the membership interest in the Company.



     The phrase “Termination for Cause” shall mean severance of your employment with the Company or
its Affiliates based on your (i) failure to perform your job function in accordance with standards
described to you in writing, or (ii) violation of the Company’s Code of Business Conduct (unless
waived in accordance with the terms thereof), in each case, with the specific failure or violation
described to you in writing.



     The “Company” refers to Plains All American GP LLC. The “Partnership” refers to Plains All
American Pipeline, L.P.



     Terms used herein that are not defined herein shall have the meanings set forth in the Plan
or, if not defined in the Plan, in the Third Amended and Restated Agreement of Limited Partnership
of Plains All American Pipeline, L.P., as amended (the “Partnership Agreement”). By signing below,
you agree that the Phantom Units and DERs granted hereunder are governed by the terms of the Plan.
Copies of the Plan and the Partnership Agreement are available upon request. This letter corrects
and replaces a similar letter of the same date. Please execute and return this Agreement to me.
The attached copy of this Agreement is for your records.



 









 





	 	 	 	 	 
	«FirstName» «MI» «LastName»

	 	- 4 -
	 	«GrantDate»






	 	 	 	 	 	 	 
	 	 	PLAINS ALL AMERICAN PIPELINE, L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	PLAINS AAP, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	PLAINS ALL AMERICAN GP LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:

Title:
	 	Tim Moore

Vice President & General Counsel	 	 






	 	 	 
	 

First Name     MI     Last Name

	 	  






	 	 	 	 	 
	Units:

	 	«Units»
 

	 	  
	SSN:

	 	«SSN»	 	 
	 

	 	 	 	 
	Dated:
	 	 	 	 
	 

	 	 	 	 






 










 





(cash settled)



Form of LTIP Grant Letter—
Coiner









«GrantDate»




«FirstName» «MI» «LastName»

«Address»

«City», «State» «Zip»




     Re:     Grant of Phantom Units



Dear «FirstName»:




     I am pleased to inform you that you have been granted «Units» Phantom Units as of the above
date pursuant to the Company’s 2005 Long-Term Incentive Plan (the “Plan”). In addition, in tandem
with each Phantom Unit you have been granted a distribution equivalent right (a “DER”). The terms
and conditions of this grant are as set forth below.




	 	1.	 	Subject to the further provisions of this Agreement, your Phantom Units shall
vest (become payable in cash based on the Market Value of an equivalent number of
Common Units of Plains All American Pipeline, L.P.) as follows: (i) 33.33% shall vest
upon the later to occur of the May 2011 Distribution Date and the date on which the
Partnership pays a quarterly distribution of at least $0.875 per unit, (ii) 33.33%
shall vest upon the later to occur of the May 2011 Distribution Date and the date on
which the Partnership pays a quarterly distribution of at least $1.00 per unit, and
(iii) 33.34% shall vest upon the later to occur of the May 2012 Distribution Date and
the date on which the Partnership pays a quarterly distribution of at least $0.9375 per
unit. Any remaining Phantom Units that are not vested by the May 2014 Distribution
Date, and any tandem DERs (regardless of vesting) associated with such Phantom Units, shall expire on such date.






	 	2.	 	Subject to the further provisions of this Agreement, your DERs shall vest
(become payable in cash) as follows: (i) 25% shall vest upon and effective with the
date on which the Partnership pays a quarterly distribution of at least $0.85 per unit,
(ii) 25% shall vest upon and effective with date on which the Partnership pays a
quarterly distribution of at least $0.90 per unit, (iii) 25% shall vest upon and
effective with the date on which the Partnership pays a quarterly distribution of at
least $0.95 per unit, and (iv) 25% shall vest upon and effective with date on which the
Partnership pays a quarterly distribution of at least $1.00 per unit.






	 	3.	 	Your DERs shall not accrue payments prior to vesting.






	 	4.	 	Any distribution level required for vesting under paragraphs 1 or 2 above shall
be proportionately reduced or increased for any split or reverse split, respectively,
of the Units, or any event or transaction having similar effect.





333 Clay Street, Suite 1600   n   Houston, Texas 77002   n   713/646-4100 or 800-564-3036




 









 





	 	 	 	 	 
	«FirstName» «MI» «LastName»

	 	- 2 -
	 	«GrantDate»






	 	5.	 	Upon vesting of any Phantom Units, an equivalent number of DERs will expire.
Any such DERs that are vested prior to, or that would vest as of, the Distribution Date
on which the Phantom Units vest, shall be payable on such Distribution Date prior to
their expiration.






	 	6.	 	In the event of the termination of your employment with the Company and its
Affiliates (other than in connection with a Change in Status or by reason of your
death, “disability,” as defined in paragraph 7 below, or “retirement” as defined in
paragraph 8 below), all of your then outstanding DERs (regardless of vesting) and
Phantom Units shall automatically be forfeited as of the date of termination;
provided, however, that if the Company or its Affiliates terminate your
employment other than a Termination for Cause: (i) any unvested Phantom Units that have
satisfied all vesting criteria as of the date of termination but for the passage of
time shall be deemed nonforfeitable on the date of termination, and shall vest on the
next following Distribution Date; (ii) any DERs associated
with the unvested, nonforfeitable Phantom Units described in clause (i)
shall not be forfeited on the date of termination, but shall be payable and shall
expire in accordance with paragraph 5 above; and (iii) any unvested Phantom Units that have satisfied none of the vesting
criteria as of the date of termination, and any tandem DERs (regardless of vesting) associated with such Phantom Units, shall automatically
 be forfeited as of the date of termination.






	 	7.	 	In the event of termination of your employment with the Company and its
Affiliates by reason of your death or your “disability” (a physical or mental infirmity
that impairs your ability substantially to perform your duties for a period of eighteen
months or that the Company otherwise determines constitutes a “disability”), all of
your then outstanding Phantom Units and tandem DERs shall be deemed 100% nonforfeitable
on such date, and such Phantom Units and DERs shall vest in accordance with paragraph 1 and paragraph 2 above.






	 	8.	 	In the event of your retirement, 50% of any unvested Phantom Units that have
satisfied all vesting criteria as of the date of termination but for the passage of
time shall be deemed nonforfeitable on the date of termination, and shall vest on the
next following Distribution Date; provided, that any DERs associated with the
unvested, nonforfeitable Phantom Units described in this paragraph shall not be
forfeited on the date of termination, but shall be payable and shall expire in
accordance with paragraph 5 above. All other unvested Phantom Units and tandem DERs (regardless
of vesting) shall automatically be forfeited as of the date of retirement. “Retirement” means (i) you have reached the age of
60 prior to meeting the time requirement for vesting, (ii) you provide a written
statement that you are retiring, and (iii) the written statement includes your
agreement not to accept any employment or consulting position with any competitor in
the hydrocarbon midstream business for a period of two years after the date of retirement.






	 	9.	 	In the event of a Change in Status, all of your then outstanding Phantom Units
and tandem DERs shall be deemed 100% nonforfeitable on such date, and such Phantom
Units shall vest in full upon the next Distribution Date.






	 	10.	 	Upon payment pursuant to a DER, you agree that the Company may withhold any
taxes due from your compensation as required by law. Upon vesting of a Phantom





 









 





	 	 	 	 	 
	«FirstName» «MI» «LastName»

	 	- 3 -
	 	«GrantDate»






	 	 	 	Unit, you agree that the Company may withhold any taxes due from your
compensation as required by law, which (in the sole discretion of the Company) may
include withholding a number of Common Units otherwise payable to you.





     As used herein, the phrase “Distribution Date” means the date, in any given month and year, on
which the Partnership pays a quarterly distribution. “Market Value” means the average of the
closing sales prices for a Common Unit on the New York Stock Exchange for the five trading days
preceding the then most recent “ex dividend” date for payment of a distribution by the Partnership.



     The phrase “Change in Status” means the occurrence, within three months prior to or one year
following a Change of Control, of any of the following circumstances: (A) any termination by the
Company of your employment other than a Termination for Cause, (B) without your consent, any
removal of you from, or any failure to re-elect you to, the positions held by you (or
substantially equivalent positions) immediately prior to the change that may constitute a Change in
Status, or (C) any reduction in your base salary or (D) any material reduction in your fringe
benefits.



     The phrase “Change of Control” means, and shall be deemed to have occurred upon the occurrence
of, one or more of the following events: (i) the Company ceasing to be the general partner of the
general partner of the Partnership, (ii) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or substantially all of the assets of the
Partnership or the Company to any Person and/or its Affiliates, other than to the Partnership or
the Company, including any employee benefit plan thereof; (iii) a consolidation, reorganization,
merger or any other similar transaction involving (a) a Person other than the Partnership or the
Company and (b) the Partnership, the Company or both, (iv) the Persons who own membership interests
in the Company on the date hereof cease to beneficially own, directly or indirectly, more than 50%
of the membership interest in the Company, or (v) any Person, including any partnership, limited
partnership, syndicate or other group deemed a “person” for purposes of Section 13(d) or 14(d) of
the Securities Exchange Act of 1934, as amended, becoming after the date hereof the beneficial
owner, directly or indirectly, of more than 49.9% of the membership interest in the Company.



     The phrase “Termination for Cause” shall mean severance of your employment with the Company or
its Affiliates based on your (i) failure to perform your job function in accordance with standards
described to you in writing, or (ii) violation of the Company’s Code of Business Conduct (unless
waived in accordance with the terms thereof), in each case, with the specific failure or violation
described to you in writing.



     The “Company” refers to Plains All American GP LLC. The “Partnership” refers to Plains All
American Pipeline, L.P.



     Terms used herein that are not defined herein shall have the meanings set forth in the Plan
or, if not defined in the Plan, in the Third Amended and Restated Agreement of Limited Partnership
of Plains All American Pipeline, L.P., as amended (the “Partnership Agreement”). By signing below,
you agree that the Phantom Units and DERs granted hereunder are governed



 









 





	 	 	 	 	 
	«FirstName» «MI» «LastName»

	 	- 4 -
	 	«GrantDate»





by the terms of the Plan. Copies of the Plan and the Partnership Agreement are available upon
request. This letter corrects and replaces a similar letter of the same date. Please execute
and return this Agreement to me. The attached copy of this Agreement is for your records.




	 	 	 	 	 	 	 
	 	 	PLAINS ALL AMERICAN PIPELINE, L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	PLAINS AAP, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	PLAINS ALL AMERICAN GP LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:

Title:
	 	Tim Moore

Vice President & General Counsel	 	 






	 	 	 
	 

FirstName   MI   Last Name

	 	  






	 	 	 	 	 
	Units:

	 	«Units»
	 	 
	 

	 	 	 	 
	SSN:

	 	«SSN»	 	 
	 

	 	 	 	 
	Dated: