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Exhibit 10.11  


 
 

K-SEA TRANSPORTATION PARTNERS
  
    EMPLOYEE UNIT PURCHASE PLAN    
    


1.    Purpose of the Plan.


        The
K-Sea Transportation Partners Employee Unit Purchase Plan (the "Plan") is intended to (i) promote the interests of K-Sea Transportation Partners L.P.,
a Delaware limited partnership (the "Partnership"), by providing to Employees of the Partnership and its Affiliates the opportunity to acquire or increase their ownership of Units, (ii) provide
a means whereby such individuals may develop a sense of proprietorship and personal involvement in the development and financial success of the Partnership and (iii) encourage such individuals
to devote their best efforts to the business of the Partnership, thereby advancing the interests of the Partnership. 


2.    Definitions.



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




        "Affiliates"
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. 


        "Board"
means the Board of Directors of K-Sea General Partner GP LLC, a Delaware limited liability company. 


        "Committee"
means the Compensation Committee of the Board appointed to administer the Plan pursuant to Section 8. 



        "Employee"
means any individual who is a United States citizen for maritime law purposes and a full-time employee of the Partnership or one of its
Affiliates, but, until the Committee decides otherwise, excluding any employee covered by a collective bargaining agreement unless such bargaining
agreement provides for his or her participation in the Plan. 


        "Employer"
means the Partnership and/or one of its Affiliates, as the case may be. 


        "Fair
Market Value" means the closing sales price of a Unit 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). In the event Units are not publicly traded 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. 


        "Offering
Period" means each calendar quarter or other period as designated by the Committee 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. 


        "Purchase
Period" means the 10-day period following the end of each Offering Period; provided, however, the Purchase Period shall include such other periods, if any, as may
be designated by the Committee from time to time. 


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        "Unit"
means a Common Unit of the Partnership. 



        (b)   Gender and Number. Except when otherwise indicated by the context, the masculine gender shall also include the feminine
gender, and the definition of any term herein in the singular shall also include the plural. 




3.    Eligibility.



        (a)   Eligibility and Plan Entry Date. All Employees shall be eligible to participate in the Plan. An Employee is eligible to
enter the Plan beginning on the first day of the month following 180 days after such individual's employment commencement date. 


        (b)   Prior Service Credit. The Committee, in it is discretion, may grant prior service credit to individuals that become
Employees pursuant to a corporate merger or acquisition. 




4.    Units Available Under the Plan.


        Unless
otherwise increased by the Board, the maximum number of Units that may be purchased for Employees under the Plan
is                        . Units to be delivered under the Plan may be
Units acquired by the Partnership in the open market, Units already owned by the Partnership, Units acquired directly from any Person or any combination of the foregoing. Upon an Employee's
termination of employment with his or her Employer, all amounts then credited to his or her notional account under the Plan, if any, shall be paid to the terminated Employee as soon as practicable. In
the event that any change is made to the Units deliverable under the Plan, the Committee may make appropriate adjustments in the maximum number of Units deliverable under the Plan. The adjustments
determined by the Committee shall be final, binding and conclusive. 


5.    Purchase of Units.



	(a)
	Employee Withholding Elections. The Committee shall provide an Employee with the ability to purchase Units under the Plan upon the
following terms and conditions: 





        (i)    Effective
as of the beginning of any month, an Employee may elect to have his Employer withhold from the Employee's cash base salary or cash base wages each future pay
period, for the purchase of Units hereunder, a designated whole percentage of the Employee's cash base payor wages (in whole percentages only, not to exceed 10%). An Employee may change (within the
above limitations) or, subject to Section 5(a)(vi), stop his withholding election at any time; however, only two such changes may be made during any calendar year. All Employee elections and
any changes to an election shall be in such written form as the Committee or its delegate may establish from time to time. 


        (ii)   Each
withholding election made by an Employee hereunder shall be an ongoing election until the earlier of the date changed by the Employee or the date the Employee
ceases to be eligible to participate in the Plan. 


        (iii)  The
Employer shall maintain for each electing Employee a separate notional or ledger account reflecting the aggregate amount of his cash base payor wages that has been
withheld and not yet applied to the purchase of Units for such Employee. An Employer, other than the Partnership, shall remit to the Partnership all amounts of base pay or wages withheld by the
Employer promptly upon request by the Partnership in order to permit the Partnership to fulfill its obligations under this Plan with respect to the purchase of Units for Employees. Amounts of base pay
or wages withheld by the Employer and remitted to the Partnership shall not be segregated from the general assets of the Partnership and shall not bear interest. 




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        (iv)  During
each Purchase Period, the Partnership shall use, to the fullest extent practicable, all amounts then credited to the notional accounts of the electing Employees
to purchase Units for such Employees. Purchases of Units may be made at any time or times during the Purchase Period on any securities exchange on which the Units are traded, in the
over-the-counter market and/or in negotiated transactions as the Committee shall determine. 



        (v)   Upon
an Employee's termination of Employment with his or her Employer, all amounts then credited to his or her notional account under the Plan, if any, shall be paid to
the terminated Employee as soon as reasonably practicable. 


        (vi)  Provided
an Employee submits his or her election to stop withholding prior to the five business day period before the beginning of an immediately upcoming Purchase
Period, all amounts then credited to such Employee's notional account shall be returned to the Employee as soon as administratively practicable. Unless otherwise administratively feasible, to the
extent an Employee submits his or her election to stop withholding within the five business day period before the beginning of the immediately
upcoming Purchase Period, all amounts credited to such Employee's notional account will be applied toward the purchase of Units in the immediately following Purchase Period and the Employee's election
to stop withholding shall become effective as of the commencement of the next following Offering Period. All requests to withdraw from the Plan submitted during a Purchase Period will become effective
as of the commencement of the next following Offering Period. 





        (b)   Purchase of Units and Plan Expenses. During each Purchase Period, the Partnership, using funds withheld from Employees'
wages pursuant to this Section 5, shall purchase for the electing Employees the maximum number of Units (including fractional Units) that can be acquired (using the Unit's Fair Market Value on
the date of purchase) based on amounts then credited to the electing Employees' notional accounts. The Partnership shall pay, other than from the notional accounts, all brokerage fees and other costs
and expenses of the Plan. To the extent that Units are purchased on multiple days or at multiple times during a single Purchase Period, the Partnership shall use the average of the Units' Fair Market
Value at the times of purchase as the applicable Unit price upon which Units are allocated to the participating Employees. 


        (c)   Withholding of Taxes. To the extent that the Employer is required to withhold any taxes in connection with the purchase
of Units, it will be a condition to the ownership of such Units that the Employee make arrangements satisfactory to the Employer for the payment of such taxes, which may include, but not be limited
to, a reduction in the Employee's notional account. 


6.    Restrictions on Units.


        (a)   Holding Period. Subject to the exception provided below under Section 6(b), all Units purchased under the Plan
shall be subject to a "Holding Period" which shall expire on the first anniversary of the date the Units were purchased under the Plan. During such Holding Period, each Employee shall be prohibited
from pledging, transferring, selling or otherwise disposing of the restricted Units. Upon the expiration of such Holding Period, the Employee may, if he or she desires, make a request to the
Partnership (or its designated third party plan administrator, if any) to receive certificates for all of such unrestricted whole Units. Otherwise, such Units shall be held without restriction
(1) by the Partnership or (2) in the name of the third party administrator (or its designee), if any, for the benefit of the Employee. Upon payment during the Holding Period of any
distribution with respect to Units, each Employee shall receive an amount in cash equal to, and at the same time as, the amount of such distribution multiplied by the number of Units allocated to such
Employee. 


        (b)   Holding Period Exception. Notwithstanding the Holding Period imposed above under Section 6(a) and subject to the
conditions imposed pursuant to this Section 6(b), an Employee will be permitted to pledge, transfer, sell or otherwise dispose of his or her restricted whole Units during the 


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one-year
Holding Period (a "Restricted Transfer") by notifying the Employer (or its designated third party plan administrator) of his or her intention to engage in a Restricted Transfer.
If a Restricted Transfer occurs, the Employee shall be prohibited from participating in the Plan again until the first Purchase Period following the first anniversary of the date of the Restricted
Transfer. During this period of prohibition, no amounts shall be withheld from the Employee's cash base salary or cash base wages. Such withholding shall not be allowed to resume, at the earliest,
until the first pay period following the first anniversary of the date of the Restricted Transfer. To the extent an Employee has amounts credited to his or her notional account under the Plan on the
date of a Restricted Transfer, all such amounts will be returned to the Participant. To the extent a Participant has a fractional Unit credited to his or her notional account under the Plan on the
date of a Restricted Transfer, such fractional Unit will be liquidated and the Participant will receive his pro rata portion of the proceeds from such liquidation. 



        (c)   Investment Representation. Unless the Units subject to purchase under the Plan have been registered under the Securities
Act of 1933, as amended (the "1933 Act"), and, in the case of any Employee who may be deemed an affiliate (for securities law purposes) of the Partnership, such Units have been registered under the
1933 Act for resale by such Participant, or the Partnership has determined that an exemption from registration is available, the Partnership may require prior to and as a condition of the delivery of
any Units that the person purchasing such Units hereunder furnish the Partnership with a written representation in a form prescribed by the Committee to the effect that such person is acquiring such
Units solely with a view to investment for his or her own account and not with a view to the resale or distribution of all or any part thereof, and that such person will not dispose of any of such
Units otherwise than in accordance with the provisions of Rule 144 under the 1933 Act unless and until either the Units are registered under the 1933 Act or the Partnership is satisfied that an
exemption from such registration is available. 


        (d)   Compliance with Securities Laws. Notwithstanding anything herein or in any other agreement to the contrary, the
Partnership shall not be obligated to sell or issue any Units to an Employee under the Plan unless and until the Partnership is satisfied that such sale or issuance complies with (i) all
applicable requirements of the securities exchange on which the Units are traded (or the governing body of the principal market in which such Units are traded, if such Units are not then listed on an
exchange), (ii) all applicable provisions of the 1933 Act, and (iii) all other laws or regulations by which the Partnership is bound or to which the Partnership is subject. 


7.    Rights of Employees; Participants.


        (a)   Employment. The Plan will not confer upon any Employee any right with respect to continuance of employment or other
service with the Employer, nor will it interfere in any way with any right the Employer would otherwise have to terminate such Employee's employment or other service at any time. 


        (b)   Nontransferability. No right to purchase Units or be reimbursed for the purchase of Units granted under the Plan shall be
assignable or transferable during the lifetime of any Employee either voluntarily or involuntarily, or be subjected to any lien, directly or indirectly, by operation of law, or otherwise, including
execution, levy, garnishment, attachment, pledge or bankruptcy. 


8.    Plan Administration.


        (a)   Authority of Committee. The Plan shall be administered by 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) determine which persons are
Employees who may participate; (ii) determine the number of Units to be purchased by an Employee; (iii) determine the time and manner for purchasing Units; (iv) interpret, 


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construe
and administer the Plan; (v) 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; (vi) make a determination as to the right of any person to receive Units under the Plan; (vii) correct any defect, supply any omission, or reconcile an inconsistency in the Plan;
and (viii) make any other determinations and take any other actions that the Committee deems necessary or desirable for the administration of the Plan. 



        (b)   Determination Under the Plan. Unless otherwise expressly provided in the Plan, all designations, determinations,
interpretations, and other decisions under or with respect to the Plan 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 Partnership, the Employer or any Employee. No member of the Committee shall be liable for any action, determination or interpretation made in good faith, and all members of
the Committee shall, in addition to their rights as directors, be fully protected by the Partnership with respect to any such action, determination or interpretation. 


9.    Plan Amendment, Modification and Termination.


        The
Plan may be amended from time to time by the Committee. The Plan may be terminated at any time by the Committee and, unless Board approval is obtained for an increase in the maximum
number of available Units, shall automatically terminate when all Units authorized for purchase pursuant to the Plan have been purchased. On termination of the Plan, all amounts then remaining
credited to the notional accounts for Employees shall be returned to the affected Employees. 


10.    Nonexclusivity of the Plan.


        The
adoption of the Plan by the Partnership shall not be construed as creating any limitations on the power or authority of the Partnership or any of its Affiliates to adopt such other
or additional incentive or other compensation arrangements of whatever nature as the Partnership or any of its Affiliates may deem necessary or desirable or to preclude or limit the continuation of
any other plan, practice or arrangement for the payment of compensation or fringe benefits to employees, non-employee directors, or consultants generally, or to any class or group of
employees, directors, or consultants, which the Partnership or any of its Affiliates now has lawfully put into effect, including, without limitation, any long-term incentive plan. 


11.    Requirements of Law.


        (a)   Requirements of Law. The issuance of Units pursuant to the Plan shall be subject to all applicable laws, rules and
regulations. 


        (b)   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 applicable Federal law, and to the extent not preempted thereby, with the laws of the State of Delaware, without regard to conflicts of laws principles. 


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