exv10w18






EXHIBIT 10.18




CALUMET GP, LLC

AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN




     SECTION 1. Purpose of the Plan.



     The Calumet GP, LLC Long-Term Incentive Plan (the “Plan”) has been adopted by Calumet GP, LLC,
a Delaware limited liability company (the “Company”), the general partner of Calumet Specialty
Products Partners, L.P., a Delaware limited partnership (the “Partnership”). The Plan is intended
to promote the interests of the Partnership, the Company and their Affiliates by providing to
Employees, Consultants and Directors incentive compensation awards based on Units to encourage
superior performance. The Plan is also contemplated to enhance the ability of the Company, the
Partnership and their Affiliates to attract and retain the services of individuals who are
essential for the growth and profitability of the Company, the Partnership and their Affiliates and
to encourage them to devote their best efforts to advancing the business of the Company, the
Partnership and their Affiliates.



     SECTION 2. Definitions.



     As used in the Plan, the following terms shall have the meanings set forth below:



     “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.



     “Award” means an Option, Restricted Unit, Phantom Unit or Substitute Award granted under the
Plan, and shall include any tandem DERs granted with respect to a Phantom Unit or Option.



     “Award Agreement” means the written or electronic agreement by which an Award shall be
evidenced.



     “Board” means the Board of Directors of the Company.



     “Change of Control” means, and shall be deemed to have occurred upon, one or more of the
following events:



          (i) any “person” or “group”, within the meaning of those terms as used in Sections 13(d) and
14(d)(2) of the Exchange Act, other than an Affiliate, becomes the beneficial owner, by way of
merger, consolidation, recapitalization, reorganization or otherwise, of fifty percent (50%) or
more of the voting power of the outstanding equity interests of the Partnership;




          (ii) a Person other than the Company or an Affiliate of the Company becomes the general
partner of the Partnership; or




          (iii) the sale or other disposition, including by liquidation or dissolution, of all or
substantially all of the assets of the Company or the Partnership in one or more transactions to
any Person other than an Affiliate.




     Notwithstanding the foregoing, with respect to any Award that is subject to Section 409A of
the Internal Revenue Code, “Change of Control” shall have the meaning ascribed to such term in the
regulations or other guidance issued with respect to Section 409A.



     “Committee” means the Board, the Compensation Committee of the Board or such other committee
as may be appointed by the Board to administer the Plan.



     “Consultant” means an individual who renders consulting services to the Company, the
Partnership or an Affiliate.



     “DER” means a distribution equivalent right, being a contingent right, granted in tandem with
a specific Option or Phantom Unit, to receive an amount in cash equal to the cash distributions
made by the Partnership with respect to a Unit during the period such Award is outstanding.



     “Director” means a member of the board of directors of the Company or an Affiliate who is not
an Employee or a Consultant.



     “Employee” means an employee of the Company, the Partnership or an Affiliate.



 









 





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



     “Fair Market Value” means the closing sales price of a Unit on the principal national
securities exchange or other market in which trading in Units occurs on the applicable date (or if
there is no trading in the Units on such date, on the next preceding date on which there was
trading) as reported in The Wall Street Journal (or other reporting service approved by the
Committee). If Units are not traded on a national securities exchange or other market at the time
a determination of fair market value is required to be made hereunder, the determination of fair
market value shall be made in good faith by the Committee.



     “Option” means an option to purchase Units granted under the Plan.



     “Participant” means an Employee, Consultant or Director granted an Award under the Plan.



     “Partnership Agreement” means the First Amended and Restated Agreement of Limited Partnership
of the Partnership, as it may be amended or amended and restated from time to time.



     “Person” means an individual or a corporation, limited liability company, partnership, joint
venture, trust, unincorporated organization, association, governmental agency or political
subdivision thereof or other entity.



     “Phantom Unit” means a phantom (notional) Unit granted under the Plan which upon vesting
entitles the Participant to receive a Unit or an amount of cash equal to the Fair Market Value of a
Unit, as determined by the Committee in its discretion.



     “Restricted Period” means the period established by the Committee with respect to an Award
during which the Award remains subject to forfeiture and is not exercisable by or payable to the
Participant, as the case may be.



     “Restricted Unit” means a Unit granted under the Plan that is subject to a Restricted Period.



     “Rule 16b-3” means Rule 16b-3 promulgated by the SEC under the Exchange Act or any successor
rule or regulation thereto as in effect from time to time.



     “SEC” means the Securities and Exchange Commission, or any successor thereto.



     “Substitute Award” means an award granted pursuant to Section 6(c)(viii) of the Plan.



     “UDR” means a distribution made by the Partnership with respect to a Restricted Unit.



     “Unit” means a Common Unit of the Partnership.



     SECTION 3. Administration.



     The Plan shall be administered by the Committee. A majority of the Committee shall constitute
a quorum, and the acts of the members of the Committee who are present at any meeting thereof at
which a quorum is present, or acts unanimously approved by the members of the Committee in writing,
shall be the acts of the Committee. Subject to the following and applicable law, the Committee, in
its sole discretion, may delegate any or all of its powers and duties under the Plan, including the
power to grant Awards under the Plan, to the Chief Executive Officer of the Company, subject to
such limitations on such delegated powers and duties as the Committee may impose, if any. Upon any
such delegation all references in the Plan to the “Committee”, other than in Section 7, shall be
deemed to include the Chief Executive Officer; provided, however, that such delegation shall not
limit the Chief Executive Officer’s right to receive Awards under the Plan. Notwithstanding the
foregoing, the Chief Executive Officer may not grant Awards to, or take any action with respect to
any Award previously granted to, a person who is an officer subject to Rule 16b-3 or a member of
the Board. Subject to the terms of the Plan and applicable law, and in addition to other express
powers and authorizations conferred on the Committee by the Plan, the Committee shall have full
power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to
be granted to a Participant; (iii) determine the number of Units to be covered by Awards; (iv)
determine the terms and conditions of any Award; (v) determine whether, to what extent, and under
what circumstances Awards may be settled, exercised, canceled, or forfeited; (vi) interpret and
administer the Plan and any instrument or agreement relating to an Award made under the Plan; (vii)
establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan; and (viii) make any other determination
and take any other action that the Committee deems necessary or desirable for the administration of
the Plan. The Committee may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or an Award Agreement in such manner and to such extent as the Committee
deems necessary or appropriate. Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect to the Plan or any Award
shall be within the sole discretion of the Committee, may be made at any time and shall be final,



 









 




conclusive, and binding upon all Persons, including the Company,
the Partnership, any Affiliate, any Participant, and any beneficiary of any Award.




     SECTION 4. Units.



     (a) Limits on Units Deliverable. Subject to adjustment as provided in Section 4(c), the
number of Units that may be delivered with respect to Awards under the Plan is 783,960. Units
withheld from an Award to satisfy the exercise price of such Award or the Company’s or an
Affiliate’s minimum tax withholding obligations with respect to the Award shall not be considered
to be Units delivered under the Plan for this purpose. If any Award is forfeited, cancelled,
exercised, or otherwise terminates or expires without the actual delivery of Units pursuant to such
Award, the Units subject to such Award shall again be available for Awards under the Plan. There
shall not be any limitation on the number of Awards that may be granted and paid in cash.



     (b) Sources of Units Deliverable Under Awards. Any Units delivered pursuant to an Award shall
consist, in whole or in part, of Units acquired in the open market, from any Affiliate, the
Partnership or any other Person, or any combination of the foregoing, as determined by the
Committee in its discretion.



     (c) Adjustments. In the event of any distribution (whether in the form of Units, other
securities or property other than cash), recapitalization, split, reverse split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Units or other
securities of the Partnership, issuance of warrants or other rights to purchase Units or other
securities of the Partnership, or other similar transaction or event, the Committee shall, in such
manner as it may deem equitable, adjust the number and type of Units (or other securities or
property) with respect to which Awards may be granted.



     SECTION 5. Eligibility.



     Any Employee, Consultant or Director who performs services, directly or indirectly, for the
benefit of the Partnership shall be eligible to be designated a Participant and receive an Award
under the Plan.



     SECTION 6. Awards.



     (a) Options. The Committee shall have the authority to determine the Employees, Consultants
and Directors to whom Options shall be granted, the number of Units to be covered by each Option,
whether DERs are granted with respect to such Option, the purchase price therefor and the
Restricted Period and other conditions and limitations applicable to the exercise of the Option,
including the following terms and conditions and such additional terms and conditions, as the
Committee shall determine, that are not inconsistent with the provisions of the Plan.




          (i) Exercise Price. The exercise price per Unit purchasable under an Option shall be
determined by the Committee at the time the Option is granted but, except with respect to a
Substitute Award, may not be less than the Fair Market Value of a Unit as of the date of grant of
the Option.




          (ii) Time and Method of Exercise. The Committee shall determine the exercise terms and the
Restricted Period with respect to an Option grant, which may include, without limitation, the
provision for accelerated vesting up on the achievement of specified performance goals or other
events, and the method or methods by which payment of the exercise price with respect thereto may
be made or deemed to have been made, which may include, without limitation, cash, check
acceptable to the Company, a “cashless-broker” exercise through procedures approved by the
Company, withholding Units to be acquired upon the Option exercise, or any combination of
methods, having a Fair Market Value on the exercise date equal to the relevant exercise price.




          (iii) Forfeitures. Except as otherwise provided in the terms of the Option grant, upon
termination of a Participant’s employment with or consulting services to the Company and its
Affiliates or membership on the Board, whichever is applicable, for any reason during the
applicable Restricted Period, all Options shall be forfeited by the Participant. The Committee
may, in its discretion, waive in whole or in part such forfeiture with respect to a Participant’s
Options.




          (iv) Option DERs. To the extent provided by the Committee, in its discretion, a
grant of Options may include a tandem DER grant, which may provide that such DERs shall be paid
directly to the Participant, be credited to a bookkeeping account (with or without interest in
the discretion of the Committee) subject to the same vesting restrictions as the tandem Options
Award, or be subject to such other provisions or restrictions as determined by the Committee in
its discretion.



     (b) Restricted Units and Phantom Units. The Committee shall have the authority to determine
the Employees, Consultants and Directors to whom Restricted Units or Phantom Units shall be
granted, the number of Restricted Units or Phantom Units to be granted



 









 




to each such Participant, the Restricted Period, the conditions under which the Restricted
Units or Phantom Units may become vested or forfeited and such other terms and conditions as the
Committee may establish with respect to such Awards.





     (i) DERs. To the extent provided by the Committee, in its discretion, a grant of Phantom
Units may include a tandem DER grant, which may provide that such DERs shall be paid directly to
the Participant, be credited to a bookkeeping account (with or without interest in the discretion
of the Committee) subject to the same vesting restrictions as the tandem Phantom Unit Award, or
be subject to such other provisions or restrictions as determined by the Committee in its
discretion.




     (ii) UDRs. To the extent provided by the Committee, in its discretion, a grant of
Restricted Units may provide that distributions made by the Partnership with respect to the
Restricted Units shall be subject to the same forfeiture and other restrictions as the Restricted
Unit and, if restricted, such distributions shall be held, without interest, until the Restricted
Unit vests or is forfeited with the UDR being paid or forfeited at the same time, as the case may
be. Absent such a restriction on the UDRs in the grant agreement, UDRs shall be paid to the
holder of the Restricted Unit without restriction.




     (iii) Forfeitures. Except as otherwise provided in the terms of the Restricted Units or
Phantom Units grant, upon termination of a Participant’s employment with or consulting services
to the Company and its Affiliates or membership on the Board, whichever is applicable, for any
reason during the applicable Restricted Period, all outstanding Restricted Units and Phantom
Units awarded the Participant shall be automatically forfeited on such termination. The
Committee may, in its discretion, waive in whole or in part such forfeiture with respect to a
Participant’s Restricted Units and/or Phantom Units.




     (iv) Lapse of Restrictions.




               (A) Phantom Units. Upon or as soon as reasonably practical following the
vesting of each Phantom Unit, subject to the provisions of Section 8(b), the Participant
shall be entitled to receive from the Company one Unit or cash equal to the Fair Market Value
of a Unit, as determined by the Committee in its discretion.




               (B) Restricted Units. Upon or as soon as reasonably practical following the
vesting of each Restricted Unit, subject to satisfying the tax withholding obligations of
Section 8(b), the Participant shall be entitled to have the restrictions removed from his or
her Unit certificate so that the Participant then holds an unrestricted Unit.




     (v) Deferral of Phantom Units. Notwithstanding any other provision in this Section 6(b),
the Committee may provide for the deferral of a settlement of vested Phantom Units. Deferred
settlement may be required by the Committee or permitted at the election of the Participant on
terms and conditions established by the Committee at the time of award of the Phantom Unit and in
accordance with the deferral provisions established for the Calumet Specialty Products Partners,
L.P. Executive Deferred Compensation Plan. Deferred settlement may include, without limitation,
provisions for the payment or crediting of DERs during the deferral period.



     (c) General.




          (i) Awards May Be Granted Separately or Together. Awards may, in the discretion of the
Committee, be granted either alone or in addition to, in tandem with, or in substitution for any
other Award granted under the Plan or any award granted under any other plan of the Company or
any Affiliate. Awards granted in addition to or in tandem with other Awards or awards granted
under any other plan of the Company or any Affiliate may be granted either at the same time as or
at a different time from the grant of such other Awards or awards.




          (ii) Limits on Transfer of Awards.




               (A) Except as provided in Paragraph (C) below, each Option shall be exercisable only by
the Participant during the Participant’s lifetime, or by the person to whom the Participant’s
rights shall pass by will or the laws of descent and distribution.




               (B) Except as provided in Paragraph (C) below, no Award and no right under any such
Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or
encumbered by a Participant and any such purported assignment, alienation, pledge,
attachment, sale, transfer or encumbrance shall be void and unenforceable against the
Company, the Partnership or any Affiliate.




               (C) To the extent specifically provided by the Committee with respect to an Option, an
Option may be transferred by a Participant without consideration to immediate family members
or related family trusts, limited partnerships or similar entities or on such terms and
conditions as the Committee may from time to time establish.



 









 






          (iii) Term of Awards. The term of each Award shall be for such period as may be determined
by the Committee, but such term may not exceed 10 years.




          (iv) Unit Certificates. All certificates for Units or other securities of the Partnership
delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to such
stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or
the rules, regulations, and other requirements of the SEC, any stock exchange upon which such
Units or other securities are then listed, and any applicable federal or state laws, and the
Committee may cause a legend or legends to be inscribed on any such certificates to make
appropriate reference to such restrictions.




          (v) Consideration for Grants. Awards may be granted for such consideration, including
services, as the Committee determines.




          (vi) Delivery of Units or other Securities and Payment by Participant of Consideration.
Notwithstanding anything in the Plan or any grant agreement to the contrary, delivery of Units
pursuant to the exercise or vesting of an Award may be deferred for any period during which, in
the good faith determination of the Committee, the Company is not reasonably able to obtain Units
to deliver pursuant to such Award without violating applicable law or the applicable rules or
regulations of any governmental agency or authority or securities exchange. No Units or other
securities shall be delivered pursuant to any Award until payment in full of any amount required
to be paid pursuant to the Plan or the applicable Award grant agreement (including, without
limitation, any exercise price or tax withholding) is received by the Company.




          (vii) Change of Control. Unless specifically provided otherwise in the Award
agreement, upon a Change of Control all outstanding Awards shall automatically vest and be
payable at their maximum target level or become exercisable in full, as the case may be. In this
regard, all Restricted Periods shall terminate and all performance criteria, if any, shall be
deemed to have been achieved at the maximum level.




          (viii) Substitute Awards. Awards may be granted under the Plan in substitution for
similar assumed, canceled or forfeited awards held by individuals who become Employees,
Consultants or Directors as a result of a merger, consolidation or acquisition by the Company or
an Affiliate of another entity or the assets of another entity. Such Substitute Awards that are
Options may have exercise prices less than the Fair Market Value of a Unit on the date of such
substitution.



     SECTION 7. Amendment and Termination.



     Except to the extent prohibited by applicable law:



     (a) Amendments to the Plan. Except as required by the rules of the principal securities
exchange on which the Units are traded and subject to Section 7(b) below, the Board or the
Committee may amend, alter, suspend, discontinue, or terminate the Plan in any manner, including
increasing the number of Units available for Awards under the Plan, without the consent of any
partner, Participant, other holder or beneficiary of an Award, or any other Person.



     (b) Amendments to Awards. Subject to Section 7(a), the Committee may waive any conditions or
rights under, amend any terms of, or alter any Award theretofore granted, provided no change, other
than pursuant to Section 7(c), in any Award shall materially reduce the benefit to a Participant
without the consent of such Participant.



     (c) Actions Upon the Occurrence of Certain Events. Upon the occurrence of any event described
in Section 4(c) of the Plan, any Change of Control, any change in applicable law or regulation
affecting the Plan or Awards thereunder, or any change in accounting principles affecting the
financial statements of the Partnership, the Committee, in its sole discretion and on such terms
and conditions as it deems appropriate, may take any one or more of the following actions in order
to prevent dilution or enlargement of the benefits or potential benefits intended to be made
available under the Plan or an outstanding Award:




          (A) provide for either (i) the termination of any Award in exchange for an amount of cash,
if any, equal to the amount that would have been attained upon the exercise of such Award or
realization of the Participant’s rights (and, for the avoidance of doubt, if as of the date of
the occurrence of such transaction or event the Committee determines in good faith that no amount
would have been attained upon the exercise of such Award or realization of the Participant’s
rights, then such Award may be terminated by the Company without payment) or (ii) the replacement
of such Award with other rights or property selected by the Committee in its sole discretion;




          (B) provide that such Award be assumed by the successor or survivor entity, or a parent or
subsidiary thereof, or be exchanged for similar options, rights or awards covering the equity of
the successor or survivor, or a parent or subsidiary thereof, with appropriate adjustments as to
the number and kind of equity interests and prices;



 









 






          (C) make adjustments in the number and type of Units (or other securities or property)
subject to outstanding Awards, and in the number and kind of outstanding Awards or in the terms
and conditions of (including the exercise price), and the vesting/performance criteria included
in, outstanding Awards, or both;




          (D) provide that such Award shall be exercisable or payable, notwithstanding anything to the
contrary in the Plan or the applicable Award Agreement; and




          (E) provide that the Award cannot be exercised or become payable after such event, i.e.,
shall terminate upon such event.



     SECTION 8. General Provisions.



     (a) No Rights to Award. No Person shall have any claim to be granted any Award under the
Plan, and there is no obligation for uniformity of treatment of Participants. The terms and
conditions of Awards need not be the same with respect to each recipient.



     (b) Tax Withholding. Unless other arrangements have been made that are acceptable to the
Company, the Company or any Affiliate is authorized to withhold from any Award, from any payment
due or transfer made under any Award or from any compensation or other amount owing to a
Participant the amount (in cash, Units, Units that would otherwise be issued pursuant to such Award
or other property) of any applicable taxes payable in respect of the grant of an Award, its
exercise, the lapse of restrictions thereon, or any payment or transfer under an Award or under the
Plan and to take such other action as may be necessary in the opinion of the Company to satisfy its
withholding obligations for the payment of such taxes.



     (c) No Right to Employment or Services. The grant of an Award shall not be construed as
giving a Participant the right to be retained in the employ of the Company or any Affiliate,
continue consulting services or to remain on the Board, as applicable. Furthermore, the Company or
an Affiliate may at any time dismiss a Participant from employment or consulting free from any
liability or any claim under the Plan, unless otherwise expressly provided in the Plan, any Award
agreement or other agreement.



     (d) Governing Law. The validity, construction, and effect of the Plan and any rules and
regulations relating to the Plan shall be determined in accordance with the laws of the State of
Delaware without regard to its conflict of laws principles.



     (e) Severability. If any provision of the Plan or any Award is or becomes or is deemed to be
invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would
disqualify the Plan or any Award under any law deemed applicable by the Compensation Committee,
such provision shall be construed or deemed amended to conform to the applicable law, or if it
cannot be construed or deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan or the Award, such provision shall be stricken as to such
jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full
force and effect.



     (f) Other Laws. The Committee may refuse to issue or transfer any Units or other
consideration under an Award if, in its sole discretion, it determines that the issuance or
transfer of such Units or such other consideration might violate any applicable law or regulation,
the rules of the principal securities exchange on which the Units are then traded, or entitle the
Partnership or an Affiliate to recover the same under Section 16(b) of the Exchange Act, and any
payment tendered to the Company by a Participant, other holder or beneficiary in connection with
the exercise of such Award shall be promptly refunded to the relevant Participant, holder or
beneficiary.



     (g) No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to
create a trust or separate fund of any kind or a fiduciary relationship between the Company or any
participating Affiliate and a Participant or any other Person. To the extent that any Person
acquires a right to receive payments from the Company or any participating Affiliate pursuant to an
Award, such right shall be no greater than the right of any general unsecured creditor of the
Company or any participating Affiliate.



     (h) No Fractional Units. No fractional Units shall be issued or delivered pursuant to the
Plan or any Award, and the Committee shall determine whether cash, other securities, or other
property shall be paid or transferred in lieu of any fractional Units or whether such fractional
Units or any rights thereto shall be canceled, terminated, or otherwise eliminated.



     (i) Headings. Headings are given to the Sections and subsections of the Plan solely as a
convenience to facilitate reference. Such headings shall not be deemed in any way material or
relevant to the construction or interpretation of the Plan or any provision thereof.



     (j) Facility Payment. Any amounts payable hereunder to any person under legal disability or
who, in the judgment of the Committee, is unable to manage properly his financial affairs, may be
paid to the legal representative of such person, or may be



 









 




applied for the benefit of such person in any manner that the Committee may select, and the
Company shall be relieved of any further liability for payment of such amounts.




     (k) Participation by Affiliates. In making Awards to Employees employed by an entity
other than the Company, the Committee shall be acting on behalf of the Affiliate, and to the extent
the Partnership has an obligation to reimburse the Company for compensation paid for services
rendered for the benefit of the Partnership, such payments or reimbursement payments may be made by
the Partnership directly to the Affiliate, and, if made to the Company, shall be received by the
Company as agent for the Affiliate.



     (l) Gender and Number. Words in the masculine gender shall include the feminine gender, the
plural shall include the singular and the singular shall include the plural.



     (m) Compliance with Section 409A. Nothing in the Plan or any Award Agreement shall
operate or be construed to cause the Plan or an Award to fail to comply with the requirements of
Section 409A of the Internal Revenue Code. The applicable provisions of Section 409A and the
regulations and guidelines issued thereunder are hereby incorporated by reference and, with respect
to an Award the Committee intended to comply with Section 409A, shall control over any Plan or
Award Agreement provision in conflict therewith.



     SECTION 9. Term of the Plan.



     The Plan shall be effective on the date of its approval by the Board and shall continue until
the earliest of (i) the date terminated by the Board or the Committee, (ii) all Units available
under the Plan have been paid to Participants, or (iii) the 10th anniversary of the date the Plan
is adopted by the Company. Unless otherwise expressly provided in the Plan or in an applicable
Award Agreement, however, any Award granted prior to such termination, and the authority of the
Board or the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award
or to waive any conditions or rights under such Award, shall extend beyond such termination date.