Exhibit 10.1


 


 


EV Energy Partners, L.P.


2016 Long-Term Incentive Plan


 


Phantom Units Award Agreement





	Grantee:   	 	 (“Grantee”)
	 	 	 
	Grant Date:	 	 (“Grant Date”)







 


		1.	Grant
                                         of Phantom Units. EV Management, LLC (the “Company”)
                                         hereby grants to you _______________________ (___) Phantom Units (the “Phantom
                                         Units”) under the EV Energy Partners, L.P. 2016 Long-Term Incentive Plan
                                         (the “Plan”) on the terms and conditions set forth in this
                                         Agreement (the “Agreement”) and in the Plan, which is incorporated
                                         herein by this reference and included as a part of this Agreement. This grant of Phantom
                                         Units includes a tandem grant of DERs with respect to each Phantom Unit. In the event
                                         of any conflict between the terms of this Agreement and the Plan, the Plan shall control.
                                         Capitalized terms used in this Agreement but not defined herein shall have the meanings
                                         ascribed to such terms in the Plan or in the Definitions Appendix to this Agreement,
                                         unless the context requires otherwise.



 


		2.	Regular
                                         Vesting. Except as otherwise provided in Section 3, the Phantom Units
                                         granted hereunder and any distributions made by the Company with respect to the Phantom
                                         Units shall vest as follows:



 





	Vesting Date	 	Cumulative

 Vested

 Percentage	 
	 	 	 	 
	January 15, 2018	 	 	25	%
	January 15, 2019	 	 	50	%
	January 15, 2020	 	 	75	%
	January 15, 2021	 	 	100	%





 


For each outstanding Phantom
Unit, you shall be entitled to receive a payment equal to any cash distributions made by the Partnership on a Unit during the period
that such Phantom Unit is outstanding; provided, however, that no amounts shall be payable to or for your benefit with respect
to any record dates occurring (a) prior to the Grant Date, or (b) after the date, if any, on which you have forfeited the Phantom
Unit for whatever reason.


 


		3.	Events Occurring Prior to Regular Vesting.



 


		(a)	Death or Disability. If your Service terminates as a result of your death or Disability,
all of the unvested Phantom Units then held by you will automatically become 100% vested as of your termination date.



 






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		(b)	Involuntary Termination other than for Cause. If your Service is involuntarily terminated
by the Company or its Affiliate for any reason other than for “Cause” (as defined in the Definitions Appendix), the
unvested Phantom Units then held by you will automatically immediately vest in such amount as would have been vested as if you
had remained in Service until the designated vesting date next following your termination date.



 


		(c)	Other Terminations. Except as provided in Section 2, if your Service is terminated
for any reason other than as provided in Sections 3(a) and 3(b) above, all unvested Phantom Units held by you as of your
termination date shall be forfeited, in their entirety, on such date without the payment of any amount or the necessity of any
notice to you.



 


		(d)	Change of Control. All outstanding unvested Phantom Units held by you will automatically
become fully vested upon a Change of Control (as defined in the Definitions Appendix).



 


		4.	Payment.
                                         As soon as administratively practicable but not later than sixty (60) days following
                                         the vesting date, upon the vesting of a Phantom Unit, you shall be entitled to receive
                                         one Unit; provided, however, the Company has the right, in its sole discretion, to pay
                                         you an amount of cash equal to the Fair Market Value of the Unit on the vesting date
                                         (the “Cash-Out Price”) in lieu of issuing such Unit to you
                                         (the “Cash-Out Right”). In the event the Company elects to
                                         exercise its Cash-Out right with respect to any Phantom Unit upon vesting, the Company
                                         shall pay the Cash-Out Price (less any amount required by the Company or an Affiliate
                                         to meet its tax or other withholding obligations under the Plan or applicable law) to
                                         you within thirty (30) business days following such vesting date.



 


		5.	Limitations
                                         Upon Transfer. All rights under this Agreement shall belong to you alone and
                                         may not be transferred, assigned, pledged, or hypothecated by you in any way (whether
                                         by operation of law or otherwise), other than by will or the laws of descent and distribution,
                                         and shall not be subject to execution, attachment, or similar process. Upon any attempt
                                         by you to transfer, assign, pledge, hypothecate, or otherwise dispose of such rights
                                         in any manner that is contrary to the provisions in this Agreement or the Plan, or upon
                                         the levy of any attachment or similar process upon such rights, such rights shall immediately
                                         become null and void.



 


		6.	Restrictions.
                                         By accepting and executing this Agreement, you agree that any Units which you
                                         may acquire upon vesting of any of your Phantom Units cannot be sold or otherwise disposed
                                         of in any manner which would constitute a violation of any applicable federal or state
                                         securities law or regulations. You also agree that (a) the certificates representing
                                         the Units acquired under this Agreement may bear such legend or legends as the Committee
                                         deems appropriate in order to assure compliance with applicable securities laws, (b) the
                                         Company may refuse to register the transfer of the Units acquired under this Agreement
                                         on the transfer records of the Partnership if such proposed transfer would, in the opinion
                                         of counsel satisfactory to the Partnership, constitute a violation of any applicable
                                         securities law, and (c) the Partnership may give related instructions to its transfer
                                         agent, if any, to stop registration of the transfer of the Units to be acquired under
                                         this Agreement.



 






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		7.	Withholding
                                         of Tax. To the extent that vesting of a Phantom Unit hereunder results in the
                                         receipt of compensation by you for which the Company or an Affiliate has a tax withholding
                                         obligation pursuant to applicable law or regulation, the tax withholding obligation shall
                                         be satisfied as prescribed in the Plan at such time. No issuance of an unrestricted Unit
                                         shall be made pursuant to this Agreement unless and until all tax withholding obligations
                                         have been fully satisfied.



 


		8.	Rights
                                         as Unitholder. You, or in the event of your death, your surviving spouse, estate,
                                         executor or other Person to whom your rights hereunder have transferred by will or via
                                         the laws of descent and distribution, shall have the right to vote and receive distributions
                                         on a Unit as well as all the other privileges of a unitholder of the Partnership only
                                         from the date of issuance of a Unit certificate.



 


		9.	Binding
                                         Effect. This Agreement shall be binding upon and inure to the benefit of any
                                         successor of the Company and upon any person lawfully claiming through or under you.



 


		10.	Amendment
                                         and Termination. Except as provided below, any amendment, modification or termination
                                         of this Agreement shall be effective only if it is in writing and signed by both you
                                         and an authorized officer of the Company on behalf of the Company. Notwithstanding anything
                                         in the Plan or this Agreement to the contrary, (a) if the Committee determines that the
                                         terms of this Agreement do not, in whole or in part, satisfy the requirements of Section
                                         409A or an exemption thereunder, the Committee, in its discretion, may unilaterally modify
                                         this Agreement in such manner as it deems appropriate to comply with Section 409A, and
                                         (b) the Committee, in its discretion, may unilaterally modify this Agreement in any manner
                                         that does not materially reduce your benefit.



 


		11.	Plan
                                         Governs. Notwithstanding anything in this Agreement to the contrary, the terms
                                         of this Agreement shall be subject to the terms of the Plan, a copy of which may be obtained
                                         by you from the office of the Secretary of the Company.



 


		12.	Governing
                                         Law. This grant shall be governed by, and construed in accordance with, the laws
                                         of the State of Delaware, without regard to conflicts of laws principles thereof.



 


		13.	Code
                                         Section 409A Compliance. This Agreement is intended to be drafted in a manner
                                         such that no compensation or other benefit provided under this Agreement becomes subject
                                         to (a) gross income inclusion under Section 409A or (b) interest and additional tax under
                                         Section 409A (collectively, “Section 409A Penalties”), including,
                                         where appropriate, the construction of defined terms to have meanings that would not
                                         cause the imposition of the Section 409A Penalties.



 


		14.	Miscellaneous.



 


		(a)	Not an Employment Agreement. This Agreement is not an employment, consulting or other type
of personal services agreement, and no provision of this Agreement shall be construed or interpreted to create any employment,
consulting or other type of service relationship between you and the Company for any time period.



 






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		(b)	Notices. Any notice, instruction, authorization, request or demand required hereunder shall
be in writing, and shall be delivered either by personal delivery, telecopy or similar facsimile means, by certified or registered
mail, return receipt requested, or by courier or delivery service, addressed to the Company at its then current main corporate
address, and to Grantee at the address indicated on the Company’s records, or at such other address as a party has previously
designated by written notice given to the other party in the manner hereinabove set forth. Notices shall be deemed given when received,
if sent by facsimile means (confirmation of such receipt by confirmed facsimile transmission being deemed receipt of communications
sent by facsimile means); and when delivered and receipted for (or upon the date of attempted delivery where delivery is refused),
if hand-delivered, sent by express courier or delivery service, or sent by certified or registered mail, return receipt requested.



 


		(c)	Waiver. Any waiver of the terms or conditions hereof shall be made only by a written instrument
executed and delivered by the party waiving compliance. Any waiver granted by the Company shall be effective only if executed and
delivered by a duly authorized executive officer of the Company other than Grantee. The failure of any party at any time or times
to require performance of any provisions hereof shall in no manner affect the right to enforce the same.



 


		(d)	Severability. It is the desire of the parties hereto that this Agreement be enforced to
the full extent permitted by law, and should any provision contained herein be held unenforceable by a court of competent jurisdiction,
the parties hereby agree that such provision shall be reformed to the minimum extent necessary to create a valid and enforceable
provision; provided, however, if such provision cannot be reformed, it shall be deemed ineffective and deleted herefrom without
affecting any other provision of this Agreement.



 


		(e)	Governing Law; Jurisdiction. All matters or issues relating to the interpretation, construction,
validity, and enforcement of this Agreement shall be governed by the laws of the State of Delaware, without giving effect to any
choice-of-law principle that would cause the application of the laws of any jurisdiction other than Delaware. Jurisdiction and
venue of any action or proceeding relating to this Agreement shall be exclusively in the federal and state courts of competent
jurisdiction located in Harris County, Texas, and the parties hereto waive any objection to such venue and jurisdiction including,
without limitation, that it is inconvenient.



 


		(f)	Grantee’s Acknowledgment. You represent and acknowledge that (i) you are knowledgeable
and sophisticated as to business matters, including the subject matter of this Agreement, (ii) you have read this Agreement, understand
its terms and conditions, and have been given sufficient opportunity to discuss this Agreement with legal counsel of your choice,
if so desired, prior to execution of this Agreement, and (iii) no strict rules of construction shall apply for or against the drafter
of the Agreement or any other party.



 






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		(g)	Successors and Assigns. This Agreement shall bind, be enforceable by, and inure to the benefit
of, the Company and Grantee and their permitted successors and assigns as determined under the terms of the Plan.



  


IN WITNESS WHEREOF,
the parties hereto have entered into this Agreement, effective as of the Grant Date first above written.


 


 





	 	EV Management, LLC	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	 	 
	 	Name: Michael E. Mercer	 
	 	Title: President and Chief Executive Officer	 
	 	 	 	 
	 	Date:	 	 
	 	 	 	 
	 	 	 	 
	 	Grantee:	 	 
	 	 	 	 
	 	 	 	 
	 	Signature:	 	 
	 	 	 	 
	 	Name:	 	 
	 	 	 	 
	 	Date:	 	 




 


[Definitions Appendix follows.]


 




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Definitions Appendix


 


		1.	Cause. “Cause” means: (i) the willful breach or habitual neglect of assigned
duties related to the Company or its Affiliate, including the willful failure to comply with policies of the Company or its Affiliate;
(ii) conviction (including any plea of nolo contendere) of Grantee of any felony or crime involving dishonesty or moral
turpitude; (iii) any act of personal dishonesty knowingly taken by Grantee in connection with responsibilities as an Employee and
intended to result in personal enrichment of Grantee or any other Person; (iv) bad faith conduct that is materially detrimental
to the Company or its Affiliate; (v) inability of Grantee to perform Grantee’s duties as an Employee due to alcohol or illegal
drug use; (vi) Grantee’s failure to comply with any legal written directive of the Company or its Affiliate; (vii) any act
or omission of Grantee which is of substantial detriment to the Company or its Affiliate because of Grantee’s intentional
failure to comply with any statute, rule or regulation, except any act or omission believed by Grantee in good faith to have been
in or not opposed to the best interest of the Company (without intent of Grantee to gain, directly or indirectly, a profit to which
Grantee was not legally entitled), and except that Cause shall not mean bad judgment or negligence other than habitual neglect
of duty; or (viii) any other act or failure to act or other conduct which is demonstrably and materially injurious to the Company
or its Affiliate, monetarily or otherwise. Any determination of Cause shall be made by the Board.



 


		2.	Change of Control. “Change of Control” means (i) a merger of the Partnership
in which the Partnership is not the surviving entity, (ii) upon the sale of all or substantially all of the assets of the Partnership
and its consolidated subsidiaries (taken as one entity) in one transaction or a series of related transactions; (iii) a corporation,
person, or group acting in concert (other than the Company, or any savings, pension, or other benefit for the benefit of employees
of the Company, or the Affiliates thereof) (a “Person”) as described in Section 14(d)(2) of the Exchange
Act, other than the current beneficial owners (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of and equity
interest in the profits and losses of EnerVest, Ltd., a Texas limited partnership, acquires, directly or indirectly, beneficial
ownership (within the meaning of such Rule 13d-3) of more than fifty percent (50%) of the equity interests in the Company then
entitled to vote generally in the election of the Board of Directors; or (iv) the withdrawal, removal or resignation of the Company
as the general partner of EV Energy GP. L.P., a Delaware limited partnership, or the withdrawal, removal or resignation of EV Energy
GP, L.P. as the general partner of EV Energy Partners, L.P., a Delaware limited partnership.



 


Notwithstanding the foregoing
provisions of this definition, and only to the extent that any payment or acceleration of compensation under the Agreement is subject
to taxation under Code Section 409A due to a Change of Control event, the term Change of Control hereunder shall be construed in
accordance with the meaning of the term “change in control event” as set forth in Code Section 409A if such terms are
inconsistent, but only to the minimum extent necessary to comply with such definition under Code Section 409A as determined by
the Company.


 






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		3.	Disability. “Disability” means, as determined by the Committee in its
discretion exercised in good faith, a physical or mental condition of Grantee that would entitle Grantee to payment of disability
income payments under the Company’s, the Partnership’s or one of their Affiliates’ long-term disability insurance
policy or plan, as applicable, for employees as then in effect; or in the event that (i) Grantee is not covered, for whatever reason,
under any such long-term disability insurance policy or plan for employees of the Company, the Partnership or one of their Affiliates,
or (ii) the Company, the Partnership or one of their Affiliates does not maintain such a long-term disability insurance policy
or plan covering Grantee, then “Disability” shall mean a total and permanent disability within the meaning of Section
22(e)(3) of the Code; provided, however, that if a Disability constitutes a payment event with respect to any Phantom Unit which
provides for the deferral of compensation required to comply with Section 409A, or such compensation otherwise would be subject
to the tax under Section 409A if such Disability did not comply with Section 409A, then, to the extent required to comply with
Section 409A as determined by the Committee, Grantee must also be considered “disabled” within the meaning of Section
409A. If applicable, a determination of Disability may be made by a physician selected or approved by the Company or Committee
and, in this respect, the Grantee shall submit upon request to any reasonable examinations by such physician to determine the existence
or extent of any Disability hereunder.



 


 








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