exhibit.htm


    


      Exhibit
10.3

       

      


       

      FIRST
AMENDED AND RESTATED BREITBURN ENERGY PARTNERS L.P.

       

      2006
LONG-TERM INCENTIVE PLAN

       

      


       

      SECTION
1.     Purpose of the
Plan.

       

      The First
Amended and Restated BreitBurn Energy Partners L.P. 2006 Long-Term Incentive
Plan (the “Plan”) has been adopted by BreitBurn GP, LLC, a Delaware limited
liability company (the “Company”), the general partner of BreitBurn Energy
Partners L.P., a Delaware limited partnership (the
“Partnership”).  The Plan is intended to promote the interests of the
Partnership and the Company 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 and its 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.  The Plan amends and restates in its entirety the
BreitBurn Energy Partners L.P. 2006 Long-Term Incentive Plan which was
originally adopted as of October 9, 2006 (the “Original Plan”).

       

      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, Unit Appreciation Right, Restricted Unit, Phantom Unit, an
Other Unit-Based Award, or a Unit Award granted under the Plan, and includes any
tandem DERs granted with respect to a Phantom Unit.

       

      “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 of the Company, shall
become the beneficial owner, by way of merger, consolidation, recapitalization,
reorganization or otherwise, of 50% or more of the combined voting power of the
equity interests in BreitBurn Management Company, LLC, the Company or the
Partnership;

      
        
          
          

        

        
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      (ii)           the
limited partners of the Partnership approve, in one or a series of transactions,
a plan of complete liquidation of the Partnership;

       

      (iii)           the
sale or other disposition by either the Company or the Partnership of all or
substantially all of its assets in one or more transactions to any Person other
than the Company or an Affiliate of the Company;

       

      (iv)           a
transaction resulting in a Person other than the Company or an Affiliate of the
Company being the general partner of the Partnership; or

       

      (v)           except
with respect to Other Unit-Based Awards evidenced by “Performance Unit-Based
Award Agreements” which provide for the deferral of compensation and are subject
to Section 409A of the Code (“Section 409A Performance Unit-Based Awards”), any
time at which individuals who, as of October 29, 2009, constitute the board of
directors of the Company (the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to October 29, 2009 whose election, or
nomination for election by the Partnership’s unitholders, was approved by a vote
of at least a majority of the directors then comprising the Incumbent Board will
be considered as though such individual were a member of the Incumbent Board,
but excluding, for this purpose, any such individual whose initial assumption of
office occurs as the result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Incumbent Board.

       

       

      Notwithstanding the foregoing, if a
Change of Control constitutes a payment event with respect to any
Award  which provides for the deferral of compensation and is subject
to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code),
then, to the extent required to comply with Section 409A, the transaction or
event described in clause (i), (ii), (iii), (iv) or (v) above with respect to
such Award must also constitute a “change of control event” as defined in the
Treasury Regulation §1.409A-3(i)(5).

       

      For the avoidance of doubt, clause (v)
of this definition shall not constitute a “Change of Control” for purposes of
any Section 409A Performance Unit-Based Award.

       

      “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 of either.

       

      “DER”
means a contingent right, granted in tandem with a specific Phantom Unit, to
receive with respect to each Phantom Unit subject to the Award an amount in
cash, Units and/or Phantom Units equal in value to the distributions made by the
Partnership with respect to a Unit during the period such Award is
outstanding.

      
        
          
          

        

        
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      “Director”
means a member of the board of directors of the Company, the Partnership or an
Affiliate who is not an Employee or a Consultant (other than in that
individual’s capacity as a Director).

       

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

       

      “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.

       

      “Other
Unit-Based Award” means an award granted pursuant to Section 6(d) of the
Plan.

       

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

       

      “Partnership
Agreement” means the 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 notional unit granted under the Plan that 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 either 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.

      
        
          
          

        

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

       

      “Unit”
means a Common Unit of the Partnership.

       

      “Unit
Appreciation Right” or UAR” means a contingent right that entitles the holder to
receive the excess of the Fair Market Value of a Unit on the exercise date of
the UAR over the exercise price of the UAR.

       

      “Unit
Award” means a grant of a Unit that is not subject to a Restricted
Period.

       

      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 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 General Partner, 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 10% of the outstanding number of Common Units on December 26,
2007.  Units withheld from an Award to either satisfy the Company’s or
an Affiliate’s tax withholding obligations with respect to the Award or pay the
exercise price of an Award shall not be considered to be Units delivered under
the Plan for this purpose.  If any Award is forfeited, cancelled,
exercised, paid, or otherwise terminates or expires without the actual delivery
of Units pursuant to such Award (the grant of Restricted Units is not a delivery
of Units for this purpose), 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 paid in cash.

      
        
          
          

        

        
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      (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)           Anti-dilution
Adjustments.  With respect to any “equity restructuring” event
that could result in an additional compensation expense to the Company or the
Partnership pursuant to the provisions of FAS 123R if adjustments to Awards with
respect to such event were discretionary, the Committee shall equitably adjust
the number and type of Units covered by each outstanding Award and the terms and
conditions, including the exercise price and performance criteria (if any), of
such Award to equitably reflect such restructuring event and shall adjust the
number and type of Units (or other securities or property) with respect to which
Awards may be granted after such event.  With respect to any other
similar event that would not result in a FAS 123R accounting charge if the
adjustment to Awards with respect to such event were subject to discretionary
action, the Committee shall have complete discretion to adjust Awards in such
manner as it deems appropriate with respect to such other event.

       

      (d)           Manageco
Awards.  With respect to any award granted to an individual by
BreitBurn Energy Company L.P. or an affiliate thereof prior to the effective
date of the Original Plan, which award is pursuant to a plan or an arrangement
that was assumed by BreitBurn Management Company LLC (“Manageco”) on or prior to
the effective date of the Original Plan (an “Assumed Award”), to the extent such
Assumed Award is paid or settled in Units either issued by the Partnership or
with respect to which the Partnership reimburses Manageco or the Company for the
cost of obtaining such Units, then such Units shall be deemed delivered pursuant
to this Plan for purposes of determining the total number of Units that may be
delivered under Plan Section 4(a).

       

      SECTION
5.     Eligibility.

       

      Any
Employee, Consultant or Director shall be eligible to be designated a
Participant by the Committee and receive an Award under the Plan.

       

      SECTION
6.     Awards.

       

      (a)           Options and
UARs.  The Committee shall have the authority to determine the
Employees, Consultants and Directors to whom Options and/or UARs shall be
granted, the number of Units to be covered by each Option or UAR, the exercise
price therefor, the Restricted Period and other conditions and limitations
applicable to the exercise of the Option or UAR, 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
or subject to a UAR shall be determined by the Committee at the time the Option
or UAR is granted but may not be less than the Fair Market Value of a Unit as of
the date of grant of the Option or UAR.

      
        
          
          

        

        
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      (ii)           Time and Method of
Exercise.  The Committee shall determine the exercise terms and
the Restricted Period with respect to an Option or UAR grant, which may include,
without limitation, a provision for accelerated vesting upon the achievement of
specified performance goals or other events, and the method or methods by which
payment of the exercise price with respect to an Option may be made or deemed to
have been made, which may include, without limitation, cash, check acceptable to
the Company, withholding Units from the Award, a “cashless-broker” exercise
through procedures approved by the Company, or any combination of the above
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 or UAR 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 unvested Options and UARs 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 or UARs.

       

      (b)           Restricted Units and Phantom
Units.  The Committee shall have the authority to determine the
Employees, Consultants and Directors to whom Restricted Units and 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), be “reinvested” in
Restricted Units or additional Phantom Units and be subject to the same or
different 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.  Absent a contrary provision in the grant agreement, upon
a distribution with respect to a Unit, DERs equal in value to such distribution
shall be paid promptly to the Participant in cash without vesting
restrictions.

       

      (ii)           UDRs.  To
the extent provided by the Committee, in its discretion, a grant of Restricted
Units may provide that the 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.  In addition, the Committee may provide that such distributions be
used to acquire additional Restricted Units for the Participant.  Such
additional Restricted Units may be subject to such vesting and other terms as
the Committee may proscribe.  Absent such a restriction on the UDRs in
the grant agreement, UDRs shall be paid promptly to the holder of the Restricted
Unit without vesting restrictions.

       

      (iii)           Forfeitures.  Except
as otherwise provided in the terms of the Restricted Units or Phantom Units
grant agreement, 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, unvested 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.

      
        
          
          

        

        
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      (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.

       

      (c)           Unit
Awards.  Unit Awards may be granted under the Plan to such
Employees, Consultants and/or Directors and in such amounts as the Committee, in
its discretion, may select.

       

      (d)           Other Unit-Based
Awards.  Other Unit-Based Awards may be granted under the Plan
to such Employees, Consultants and/or Directors as the Committee, in its
discretion, may select.  An Other Unit-Based Award shall be an award
denominated or payable in, valued in or otherwise based on or related to Units,
in whole or in part.  The Committee shall determine the terms and
conditions of any such Other Unit-Based Award.  Upon vesting, an Other
Unit-Based Award may be paid in cash, Common Units (including Restricted Units)
or any combination thereof as provided in the Award Agreement.

       

      (e)           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 and Unit Appreciation Right
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.

      
        
          
          

        

        
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      (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 or
Unit Appreciation Right, an Option or Unit Appreciation Right 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.

       

      (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 shall determine.

       

      (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.

       

      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.

      
        
          
          

        

        
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      (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 rights or benefits of a Participant with respect to
an Award without the consent of such Participant.

       

      (c)           Actions Upon the Occurrence
of Certain Events.  Upon the occurrence of a 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, without
the consent of any Participant or holder of the Award, 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  and 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.

       

      Notwithstanding
the foregoing, with respect to an above event that is an “equity restructuring”
event that would be subject to a compensation expense pursuant FAS 123R,
the provisions in Section 4c shall control to the extent they are in conflict
with the discretionary provisions of this Section 7.

      
        
          
          

        

        
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      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 conflicts 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.

      
        
          
          

        

        
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      (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 thereunder are hereby
incorporated by reference and shall control over any Plan or Award Agreement
provision in conflict therewith.

       

      SECTION
9.     Term of the
Plan.

       

      The Plan,
as amended and restated, shall be effective on October 29, 2009.  The
Plan shall continue until the earliest of (i) the date terminated by the Board,
(ii) all Units available under the Plan have been paid to Participants, or (iii)
the 10th anniversary of the date on which the Original Plan was approved by the
general partner of the Partnership.  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.

       
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