Exhibit
      10.9

     

    Employment
      Agreement Form

     

    BREITBURN
      ENERGY PARTNERS, LP

    2006
      LONG-TERM INCENTIVE PLAN

    CONVERTIBLE
      PHANTOM UNIT AGREEMENT

     

    Pursuant
      to this Convertible Phantom Unit Agreement, (the “Agreement”),
      BreitBurn
      GP, LLC (the
      “Company”),
      as the
      general partner of BreitBurn Energy Partners L.P., a Delaware limited
      partnership (the “Partnership”), hereby
      grants to [___________] (the “Participant”)
      the
      following award of Convertible Phantom Units (“CPUs”),
      pursuant and subject to the terms and conditions of this Agreement and the
      Partnership’s 2006 Long-Term Incentive Plan (the “Plan”),
      the
      terms and conditions of which are hereby incorporated into this Agreement by
      reference. Each
      CPU
      is hereby granted in tandem with a corresponding Performance Distribution Right
      (“PDR”),
      as
      further detailed in Section 3 below. Each CPU and PDR shall constitute an “Other
      Unit-Based Award” under the terms of the Plan. Except as otherwise expressly
      provided herein (including on Exhibit A hereto), all capitalized terms used
      in
      this Agreement, but not otherwise defined, shall have the meanings provided
      in
      the Plan. 

    


    GRANT
      NOTICE

    


    Subject
      to the terms and conditions of this Agreement, the principal features of this
      Award are as follows: 

     

    Number
      of CPUs:
      [_____]

     

    Grant
      Date:
      [_____]


     

    Vesting
      of CPUs:
      The
      CPUs shall vest and the number of CUEs underlying such CPUs shall be determined
      in accordance with Section 3 below (if any) on the earliest to occur of (i)
      the
      first date on which the Partnership pays a quarterly per Unit distribution,
      other than any extraordinary non-recurring distribution (each, a “Quarterly
      Distribution”),
      that,
      when added to the aggregate per Unit Quarterly Distributions paid by the
      Partnership for the three immediately preceding full calendar quarters, equals
      or exceeds $3.10 per Unit (such date, the “Performance
      Vesting Date”),
      (ii)
      an applicable accelerated vesting date set forth in Section 4 below, and (iii)
      January 1, 2013, in each case subject to the Participant’s continued employment
      with the Employer through any such date (any such date, a “Vesting
      Date”).
      For
      vesting purposes, except as expressly provided in Section 3(b) below, any per
      Unit distribution that is announced after an applicable Vesting Date, but prior
      to the payment of Units underlying the vesting CPU, shall be disregarded for
      purposes of determining the Unit conversion level applicable to such
      CPU.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Separation
      from Service:
      In the
      event of the Participant’s Separation from Service prior to January 1, 2013, the
      vesting and termination of the CPUs shall be governed in accordance with the
      provisions of Section 4 below. 

     

    Payment
      of CPUs:
      Vested
      CPUs shall be paid to the Participant in the form of Units as set forth in
      Section 5 below, subject to Section 18 below.

     

    PDRs:
      Each
      CPU granted under this Agreement shall be issued in tandem with a corresponding
      PDR, which shall entitle the Participant to receive payments determined by
      reference to per Unit distributions in accordance with Section 2 of this
      Agreement. 

     

    TERMS
      AND CONDITIONS OF CONVERTIBLE PHANTOM UNITS

     

    1. Grant
      of CPUs.
      The
      Partnership hereby grants to the Participant, as of the Grant Date, an award
      of
      [________] CPUs, subject to all of the terms and conditions contained in this
      Agreement and the Plan. 

     

    2. Grant
      of Tandem PDR.
      

     

    a. General.
      Each
      CPU granted hereunder is hereby granted in tandem with a corresponding PDR,
      which PDR shall remain outstanding from the Grant Date until the earlier to
      occur of a Payment Date (as defined below) or the forfeiture of the CPU to
      which
      such PDR corresponds. Pursuant to each PDR, the Participant shall be entitled
      to
      receive, no later than sixty days after the end of each calendar quarter through
      which the PDR remains outstanding, payment in an amount equal to the product
      of
      (i) the aggregate per Unit distributions paid by the Partnership in respect
      of
      such quarter (including any extraordinary non-recurring distributions paid
      during a quarter), if any, times (ii) the number of common unit equivalents
      (“CUEs”)
      underlying the relevant CPU during such quarter (as determined in accordance
      with Section 2(b) below), payable in the same form as distributions paid to
      the
      holders of Units. PDRs shall not entitle the Participant to any payments
      relating to distributions occurring after the earlier to occur of the applicable
      Payment Date or the Participant’s forfeiture of the CPU to which such PDR
      relates in accordance herewith. 

     

    b. Determination
      of CUEs Underlying CPUs for PDR Purposes.
      For
      purposes of determining the payments, if any, in respect of PDRs for a given
      calendar quarter under Section 2(a) above, the number of CUEs underlying a
      CPU
      shall equal the number of CUEs listed on the CUE Conversion Table (attached
      as
      Exhibit B hereto (the “CUE
      Conversion Table”))
      for
      the corresponding dollar value (in the column entitled “Target Distribution
      Level”) attained by multiplying the applicable Quarterly Distribution by
      four.

     

    c. Separate
      Payments.
      The
      PDRs and any amounts that may become payable in respect thereof shall be treated
      separately from the CPUs and the rights arising in connection therewith for
      purposes of the designation of time and form of payments required by Code
      Section 409A. 

     

    
      
        
        

      

      
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    3. Conversion
      of Vested CPUs to Units.
      

     

    a. General.
      CPUs
      that vest in accordance with this Agreement shall represent the right to receive
      payment, in accordance with Section 5 below, in the form of a number of Units
      equal to (i) the product of (A) the number of CPUs so vested, times (B) the
      number of CUEs underlying such CPUs on the applicable Vesting Date (as
      determined in accordance with Section 3(b) below), minus (ii) the applicable
      number of PDR Equalization Units (as defined below), if any (such number of
      Units, the “Resultant
      Units”).
      Unless and until a CPU vests, the Participant will have no right to payment
      of
      Units in respect of any such CPU. Prior to actual payment in respect of any
      vested CPU, such CPU will represent an unsecured obligation of the Partnership,
      payable (if at all) only from the general assets of the
      Partnership.

     

    b. Determination
      of CUEs Underlying CPUs at Vesting.
      The
      number of CUEs underlying each CPU at vesting shall equal:

     

    
      	 	
              i.

            	
              In
                the case of any CPU that vests as of a Performance Vesting Date that
                occurs prior to each of (A) January 1, 2013 and (B) the Participant’s
                Separation from Service, 4.768 CUEs per CPU;


            


    

     

    
      	 	
              ii.

            	
              In
                the case of any CPU that vests on January 1, 2013, a number of CUEs
                determined by matching the dollar value (in the column entitled “Target
                Distribution Level”) of the sum of the Quarterly Distributions paid in
                respect of calendar year 2012 with the corresponding number of CUEs
                listed
                on the CUE Conversion Table; and

            


    

     

    
      	 	
              iii.

            	
              In
                the case of any CPU that vests upon a Separation from Service in
                accordance with Section 4(a), 4(b), or 4(c) below, in any case, prior
                to
                January 1, 2013, a number of CUEs determined by (A) matching the
                dollar
                value (in the column entitled “Target Distribution Level”) of the product
                of (x) four, multiplied by (y) the higher of (i) the per Unit Quarterly
                Distribution paid or payable by the Partnership for the full calendar
                quarter ended immediately prior to such Separation from Service (for
                purposes of clarification, if the Quarterly Distribution for such
                quarter
                was zero, the Quarterly Distribution in this clause (i) shall be
                zero), or
                (ii) the per Unit Quarterly Distribution publicly announced by the
                Partnership prior to such Separation from Service for the calendar
                quarter
                in which the Separation from Service occurs or for a subsequent calendar
                quarter, in any case, with the corresponding number of CUEs listed
                on the
                CUE Conversion Table, and (B) multiplying such number of CUEs by
                the
                applicable CPU Acceleration Percentage (as determined in accordance
                with
                the CPU Acceleration Percentage Table attached hereto as Exhibit
                C, based
                on the date of such Separation from
                Service).

            


    

     

    Except
      with respect to a fourth quarter 2012 Quarterly Distribution in the case of
      CPUs
      vesting on January 1, 2013, which Quarterly Distribution is announced after
      January 1, 2013, under no circumstances shall any Quarterly Distribution that
      is
      announced after the applicable Vesting Date be taken into consideration in
      determining the number of CUEs underlying any CPUs at vesting.

     

    
      
        
        

      

      
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    c. PDR
      Equalization Units.
      For
      purposes of this Agreement, “PDR
      Equalization Units”
means
      a
      number of Units equal to the quotient obtained by dividing (i) the dollar value
      of the difference of (A) the actual aggregate amount paid in respect of all
      PDRs
      from the Grant Date through the Payment Date (the “Actual
      PDR Payments”),
      minus
      (B) the aggregate amount that would have been paid during the period from the
      Grant Date through the Payment Date in respect of the PDRs had they originally
      been granted in tandem with that number of CPUs equal to the aggregate number
      of
      CUEs underlying the CPUs as of the applicable Vesting Date (the “Notional
      PDR Payments”),
      by
      (ii) the Fair Market Value of a Unit on the Vesting Date. If the dollar value
      of
      the Actual PDR Payments does not exceed the dollar value of the Notional PDR
      Payments with respect to any vesting CPU, then the PDR Equalization Units shall
      equal zero with respect to such CPU.

     

    4. Separation
      from Service.
      If the
      Participant experiences a Separation from Service from the Employer prior to
      the
      vesting or termination of the CPUs, the following provisions shall control
      the
      vesting and forfeiture of the CPUs in connection with and following such
      Separation from Service:

     

    a. Good
      Reason; Other than for Cause, Death or Disability.
      If,
      during the Employment Period, the Participant incurs a Separation from Service
      by reason of a termination by the Employer without Cause (other than as a
      consequence of the Participant’s death or Disability), or by reason of a
      termination by the Participant for Good Reason, then, to
      the
      extent not previously vested or forfeited, the CPUs shall vest and the number
      of
      CUEs underlying such CPUs shall be determined as of the date of such Separation
      from Service on a pro rata basis in accordance with Sections 3(a) and 3(b)(iii)
      above, and any CPUs that do not so vest and convert into Units shall
      automatically be cancelled and forfeited as of the date of such Separation
      from
      Service.

     

    b. Death
      or Disability.
      If,
      during the Employment Period, the Participant
      incurs a Separation from Service due
      to
      the Participant’s death or Disability, then,
      to
      the
      extent not previously vested or forfeited, the CPUs shall vest and the number
      of
      CUEs underlying such CPUs shall be determined as of the date of such Separation
      from Service on a pro rata basis in accordance with Sections 3(a) and 3(b)(iii)
      above (and, in the case of the Participant’s death, paid to Participant’s
      estate), and any CPUs that do not so vest and convert into Units shall be
      cancelled and forfeited as of the date of such Separation from
      Service.

     

    c. Non-renewal.
      If the
      Participant incurs a Separation from Service because the Employer or the
      Participant elects not to renew the Employment Period in accordance with Section
      2 of the Employment Agreement and, in the case of an Employer non-renewal,
      at
      the time of such non-renewal, the Participant was willing and able to continue
      providing services in accordance with the terms and conditions of the Employment
      Agreement (in any case, a “Non-Renewal”),
      then,
      to
      the
      extent not previously vested or forfeited, the CPUs shall vest and the number
      of
      CUEs underlying such CPUs shall be determined as of the date of such Separation
      from Service on a pro rata basis in accordance with Sections 3(a) and 3(b)(iii)
      above, provided,
      that
      the vesting and conversion described in this Section 4(c) shall only occur
      if,
      following notice of such Non-Renewal, the Participant does not voluntarily
      terminate his employment (other than upon death or Disability) before the end
      of
      the Employment Period, as determined without regard to any extension of the
      Employment Period that might otherwise occur following the date of such
      Separation from Service in accordance with the second sentence of Section 2
      of
      the Employment Agreement. Any CPUs that do not vest and convert into Units
      in
      accordance with this Section 4(c) upon a Non-Renewal shall automatically be
      cancelled and forfeited as of the date of such Separation from Service.


     

    
      
        
        

      

      
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    d. Cause;
      Resignation Other than for Good Reason.
      If the
      Participant’s employment with the Employer is terminated by the Employer for
      Cause or by the Participant without Good Reason (and other than due to the
      Participant’s death or Disability), then, to the extent not previously vested,
      all CPUs subject to this Agreement shall be forfeited as of the date of
      Separation from Service. 

     

    5. Payment
      of CPUs; Issuance of Units.
      CPUs
      that vest shall be paid to the Participant in the form of Units in a lump-sum
      amount determined in accordance with Section 3 above during the sixty-day period
      following the applicable Vesting Date (the date on which Units are transferred
      to the Participant, the “Payment
      Date”). 
      All CPUs
      shall be canceled and terminated upon such payment, and the Participant
      shall have no further right or interest in respect thereof. 

     

    6. Forfeiture
      and Termination of CPUs.

     

    a. Termination
      of Employment.
      Without
      limiting the foregoing, in the event of the Participant’s termination of
      employment for any reason, (i) the CPUs, to the extent not vested as of the
      date
      of such termination of employment, and any corresponding PDRs (other than with
      respect to amounts owing but not paid under such PDRs prior to such termination
      of employment, if any), shall thereupon automatically and without further action
      be cancelled and forfeited by the Participant, and the Participant shall have
      no
      further right or interest in or with respect to such unvested CPUs and
      corresponding PDRs (other than with respect to amounts owing but not paid under
      such PDRs prior to such termination of employment, if any), and (ii) no portion
      of the CPUs which are unvested as of the date of such termination of employment
      shall thereafter become vested.

     

    b. Failure
      to Achieve Minimum Performance.
      In the
      event that, as of January 1, 2013 or any earlier Vesting Date, the number of
      Resultant Units is less than or equal to zero, the CPUs and any corresponding
      PDRs shall thereupon automatically and without further action be cancelled
      and
      forfeited by the Participant, and the Participant shall have no further right
      or
      interest in such CPUs or any corresponding PDRs or with respect to either of
      the
      foregoing (other than with respect to amounts owing but not paid under such
      PDRs
      prior to such date, if any).

     

    7. Tax
      Withholding.
      The
      Company and/or its Affiliates shall have the authority and the right to deduct
      or withhold, or to require the Participant to remit to the Company and/or its
      Affiliates, an amount sufficient to satisfy all applicable federal, state and
      local taxes (including the Participant’s employment tax obligations) required by
      law to be withheld with respect to any taxable event arising in connection
      with
      the CPUs and/or the PDRs. To the extent that such obligation arises at the
      time
      that the CPUs are paid to the Participant in Units, the Company and/or its
      Affiliates may withhold Units otherwise issuable in respect of such CPUs having
      a Fair Market Value equal to the sums required to be withheld in satisfaction
      of
      the foregoing requirements. Notwithstanding any other provision of the Plan
      or
      this Agreement, the number of Units which may be so withheld in order to satisfy
      the Participant’s income and payroll tax liabilities with respect to the
      issuance, vesting or payment of the CPUs shall be limited to the number of
      Units
      which have a Fair Market Value on the date of withholding equal to the aggregate
      amount of such liabilities based on the minimum statutory withholding rates
      for
      income and payroll tax purposes that are applicable to such supplemental taxable
      income.

     

    
      
        
        

      

      
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    8. Rights
      as Unit Holder.
      Neither
      the Participant nor any person claiming under or through the Participant shall
      have any of the rights or privileges of a holder of Units in respect of any
      Units that may become deliverable hereunder unless and until certificates
      representing such Units shall have been issued or recorded in book entry form
      on
      the records of the Partnership or its transfer agents or registrars, and
      delivered in certificate or book entry form to the Participant or any person
      claiming under or through the Participant.

     

    9. Non-Transferability.
      Except
      as otherwise provided in this Section 9, (i) neither the CPUs nor the PDRs
      may
      be sold, pledged, assigned or transferred in any manner other than by will
      or
      the laws of descent and distribution, and (ii) neither the CPUs, PDRs nor any
      interest or right therein shall be liable for the debts, contracts or
      engagements of the Participant or his or her successors in interest or shall
      be
      subject to disposition by transfer, alienation, anticipation, pledge,
      encumbrance, assignment or any other means whether such disposition be voluntary
      or involuntary or by operation of law by judgment, levy, attachment, garnishment
      or any other legal or equitable proceedings (including bankruptcy),
      and any attempted disposition thereof shall be null and void and of no effect,
      except to the extent that such disposition is permitted by the preceding
      sentence. Notwithstanding the foregoing, subject to applicable law, the CPUs
      and
      PDRs may be transferred to an estate planning trust that constitutes a “family
      member” of the Participant within the meaning of the instructions to Form S-8
      under the Securities Act, subject to the following terms and conditions: (i)
      any
      CPUs or PDRs so transferred shall not be further assignable or transferable
      by
      the transferee other than by will or the laws of descent and distribution;
      (ii)
      any CPUs or PDRs so transferred shall continue to be subject to all the terms
      and conditions of the CPUs and PDRs as applicable to the original Participant
      (other than the ability to further transfer the CPUs and PDRs); and (iii) the
      Participant and the transferee shall execute any and all documents requested
      by
      the Committee, including, without limitation documents to (A) confirm the status
      of the transferee as a permitted transferee, (B) satisfy any requirements for
      an
      exemption for the transfer under applicable federal, state and foreign
      securities laws, and (C) evidence the transfer.

     

    10. Distribution
      of Units.
      The
      Units issued pursuant to this Agreement shall be held in book entry form and
      no
      certificates shall be issued therefor; provided,
      that
      certificates may be issued representing
      such Units at the request of the Participant and in accordance with the
      Partnership’s governing documents, as amended and supplemented from time to
      time. Notwithstanding anything herein to the contrary, (a) no payment shall
      be
      made under this Agreement in the form of Units unless such Units issuable upon
      such payment are then registered under the Securities Act of 1933, as amended
      (the “Securities
      Act”)
      or, if
      such Units are not then so registered, the Company has determined that such
      payment and issuance would be exempt from the registration requirements of
      the
      Securities Act, and (b) the Partnership shall not be required to issue or
      deliver any Units (whether in certificated or book-entry form) pursuant to
      this
      Agreement unless (i) such issuance and delivery are in compliance with all
      applicable laws and regulations and, if applicable, the requirements of any
      exchange on which the Units are listed or traded, and (ii) any consent or
      approval of any governmental or regulatory authority necessary as a condition
      to
      such issuance and delivery to the Participant (or his or her estate) has been
      obtained. Any certificates delivered pursuant to this Agreement shall be subject
      to any stop-transfer orders and other restrictions as the Company deems
      necessary or advisable to comply with federal, state, or local securities or
      other laws, rules and regulations and the rules of any national securities
      exchange or automated quotation system on which the Units are listed, quoted,
      or
      traded. The Company may place legends on any certificate to reference
      restrictions applicable to the Units. In addition to the terms and conditions
      provided herein, the Company may require that the Participant make such
      covenants, agreements, and representations as the Company, in its sole
      discretion, deems advisable in order to comply with any such laws, regulations,
      or requirements. The Company shall have the right to require the Participant
      to
      comply with any generally applicable timing or other restrictions with respect
      to the settlement of any CPUs pursuant to this Agreement, including a
      window-period limitation, as may be imposed in its discretion.
      No
      fractional Units shall be issued or delivered pursuant to the CPUs .


     

    
      
        
        

      

      
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    11. Partnership
      Agreement.
      Units
      issued upon payment of the CPUs shall be subject to the terms of the Plan and
      the terms of the Partnership Agreement. Upon the issuance of Units to the
      Participant, the Participant shall, automatically and without further action
      on
      his or her part, be deemed to be a party to, signatory of and bound by the
      Partnership Agreement. 

     

    12. No
      Effect on Employment.
      Nothing
      in this Agreement or in the Plan shall confer upon the Participant any right
      to
      serve or continue to serve as an Employee, Director or Consultant.

     

    13. Severability.
      If any
      provision in this Agreement is held invalid or unenforceable, such provision
      will be severable from, and such invalidity or unenforceability will not be
      construed to have any effect on, the remaining provisions of this Agreement,
      which shall remain in full force and effect.

     

    14. Tax
      Consultation.
      None of
      the Partnership, the Company or any of their Affiliates has made any warranty
      or
      representation to Participant with respect to the income tax consequences of
      the
      issuance of the CPUs, the PDRs, the Units or the transactions contemplated
      by
      this Agreement, and Participant is in no manner relying on such entities or
      their representatives for an assessment of such tax consequences. The
      Participant understands that the Participant may suffer adverse tax consequences
      in connection with the CPUs and PDRs granted pursuant to this Agreement. The
      Participant represents that the Participant has consulted with any tax
      consultants that the Participant deems advisable in connection with the CPUs
      and
      the PDRs and that the Participant is not relying on the Company, the Partnership
      or their Affiliates for tax advice.

     

    15. Amendments,
      Suspension and Termination.
      Except
      as provided in the Section 18 hereof, this Agreement cannot be modified, altered
      or amended, except by an agreement, in writing, signed by both the Partnership
      and the Participant.

     

    16. Satisfaction
      of Obligations.
      The
      Participant hereby acknowledges and agrees that the grant of CPUs and PDRs
      contained in this Agreement shall be in full and final satisfaction of any
      and
      all obligations of the Company and its Affiliates to grant CPUs and PDRs to
      the
      Participant under the terms of the Employment Agreement.

     

    
      
        
        

      

      
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    17. Conformity
      to Securities Laws.
      The
      Participant acknowledges that the Plan and this Agreement are intended to
      conform to the extent necessary with all provisions of the Securities Act and
      the Exchange Act and any and all regulations and rules promulgated by the
      Securities and Exchange Commission thereunder, and all applicable state
      securities laws and regulations. Notwithstanding anything herein to the
      contrary, the Plan shall be administered, and the CPUs and PDRs are granted,
      only in such a manner as to conform to such laws, rules and regulations. To
      the
      extent permitted by applicable law, the Plan and this Agreement shall be deemed
      amended to the extent necessary to conform to such laws, rules and regulations,
      but in a manner which is intended to preserve the economic value of the grant
      to
      the Participant.

     

    18. Code
      Section 409A.
      

     

    a. General.
      To the
      extent that the Committee determines that the CPUs, the PDRs or any amounts
      payable under this Agreement may not be compliant with or exempt from Code
      Section 409A, the Committee and the Participant shall cooperate and work
      together in good faith to timely amend this Agreement to the extent necessary
      to
      comply with the requirements of Code Section 409A or an exemption therefrom
      (including amendments with retroactive effect), or take any other actions as
      they deem necessary or appropriate to (a) exempt the CPUs and PDRs from Code
      Section 409A and/or preserve the intended tax treatment of the benefits provided
      with respect to the CPUs and PDRs, or (b) comply with the requirements of Code
      Section 409A, in any case, in a manner which is intended to preserve the
      economic value of the Award to the Participant. To the extent applicable, this
      Agreement shall be interpreted in accordance with the provisions of Code Section
      409A.

     

    b. Potential
      Six-Month Delay. Notwithstanding
      anything to the contrary in this Agreement, no amounts shall be paid to the
      Participant under this Agreement during the 6-month period following his
      Separation from Service to the extent that the Employer reasonably determines
      that paying such amounts at the time or times indicated in this Agreement would
      result in a prohibited distribution under Section 409A(a)(2)(b)(i) of the Code.
      If the payment of any such amounts is delayed as a result of the previous
      sentence, then on the first business day following the end of such 6-month
      period (or such earlier date upon which such amount can be paid under Code
      Section 409A without resulting in a prohibited distribution, including as a
      result of the Participant’s death), the Company shall pay to the Participant a
      lump-sum amount equal to the cumulative amount that would have otherwise been
      payable to the Participant during such 6-month period, plus interest thereon
      from the date of the Participant’s Separation from Service through the payment
      date at a rate equal to the then-current “applicable Federal rate” determined
      under Section 7872(f)(2)(A) of the Code.

     

    19. Adjustments.
      The
      Participant acknowledges that the CPUs and PDRs are subject to modification
      and
      termination in certain events as provided in this Agreement and Section 7 of
      the
      Plan, provided,
      however,
      that
      notwithstanding anything contained in the Plan, any action taken with respect
      to
      the CPUs or PDRs under Section 7(c)(C) or Section 7(c)(E) of the Plan shall
      be
      made in a manner that is intended to preserve for the Participant the benefits
      or potential benefits intended to be made available under the CPUs and PDRs
      (including the then current value and economic terms thereof).

     

    
      
        
        

      

      
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    20. Successors
      and Assigns.
      The
      Company or the Partnership may assign any of their rights under this Agreement
      to any
      affiliate or successor to all or substantially all of the business or assets
      of
      the Company or the Partnership, and this Agreement shall inure to the benefit
      of, and be binding upon, such successors and assigns. Subject to the
      restrictions on transfer contained herein, this Agreement shall be binding
      upon
      the Participant and his or her heirs, executors, administrators, successors
      and
      assigns. In the event of the Participant’s death, his estate shall be entitled
      to any payments otherwise due to the Participant hereunder.

     

    21. No
      Offset.
      Neither
      the Company nor the Partnership shall be permitted to reduce or offset the
      amount of any payment due to the Participant hereunder on account of any claim
      that the Company, the Partnership or any of their Affiliates may have against
      the Participant. 

     

    22. Governing
      Law.
      The
      laws of the State of Delaware shall govern the interpretation, validity,
      administration, enforcement and performance of the terms of this Agreement
      regardless of the law that might be applied under principles of conflicts of
      laws.

     

    23. Entire
      Agreement.
      This
      Agreement, together with the Plan, constitutes the final, complete and exclusive
      agreement between the Company, the Partnership and the Participant with respect
      to the subject matter hereof and replaces and supersedes any and all other
      agreements, offers or promises, whether oral or written, made to the Participant
      by the Company, the Partnership or any representative or agent thereof,
      including, without limitation, the Employment Agreement. Without limiting the
      generality of the foregoing, to the extent that this Agreement is inconsistent
      with the Employment Agreement regarding the terms and conditions of the CPUs
      or
      the PDRs, this Agreement shall control.

     

    24. Captions.
      Captions provided herein are for convenience only and are not to serve as a
      basis for interpretation or construction of this Agreement.

     

    [Signature
      page follows]

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    The
      Participant’s signature below indicates the Participant’s agreement with and
      understanding that this award is subject to all of the terms and conditions
      contained in the Plan and in this Agreement, and that, except as expressly
      provided in this Agreement (including, without limitation, Section 19 hereof),
      in the event that there are any inconsistencies between the terms of the Plan
      and the terms of this Agreement, the terms of the Plan shall control. The
      Participant further acknowledges that the Participant has read and understands
      the Plan and this Agreement, which contains the specific terms and conditions
      of
      this grant of CPUs and PDRs. If the Participant is married, his or her spouse
      has signed the Consent of Spouse attached to this Agreement as Exhibit
      D.
      The
      Participant hereby agrees to accept as binding, conclusive and final all
      decisions or interpretations of the Committee made in good faith upon any
      questions arising under the Plan or this Agreement.

     

    
      	
              PARTICIPANT:

            	  
              
	 	
              [Name]

            


    

    


    
      	
              BREITBURN
                GP, LLC

            
	 	 
	  
              
	 	 
	
              Name:
                

            	 
              
	
              Title:
                

            	 
              

 

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    

      EXHIBIT
        A
TO
      CONVERTIBLE PHANTOM UNIT AGREEMENT

     

    CERTAIN
      DEFINITIONS 

     

    “Cause”
      means
      the
      following:

     

    
      	 	
              i.

            	
              the
                willful and continued failure of the Participant to perform substantially
                the Participant’s duties for the Employer or any BreitBurn Entity (as
                described in Section 3(a) of the Employment Agreement) (other than
                any
                such failure resulting from incapacity due to physical or mental
                illness),
                after a written demand for substantial performance is delivered to
                the
                Participant by the Employer (after a vote to this effect by a majority
                of
                the Board (as defined in the Employment Agreement)) which specifically
                identifies the manner in which the Board believes that the Participant
                has
                not substantially performed the Participant’s duties and the Participant
                is given a reasonable opportunity of not more than twenty (20) business
                days to cure any such failure to substantially
                perform;

            


    

     

    
      	 	
              ii.

            	
              the
                willful engaging by the Participant in illegal conduct or gross
                misconduct, in each case which is materially and demonstrably injurious
                to
                the Employer or any BreitBurn Entity;
                or

            


    

     

    
      	 	
              iii.

            	
              (A)
                any act of fraud, or material embezzlement or material theft by the
                Participant, in each case, in connection with the Participant’s duties
                hereunder or in the course of the Participant’s employment hereunder or
                (B) the Participant’s admission in any court, or conviction, or plea of
                nolo contendere, of a felony involving moral turpitude, fraud, or
                material
                embezzlement, material theft or material misrepresentation, in each
                case,
                against or affecting the Employer or any BreitBurn
                Entity.

            


    

     

    For
      purposes of this provision, no act or failure to act, on the part of the
      Participant, shall be considered “willful” unless it is done, or omitted to be
      done, by the Participant in bad faith or without reasonable belief that the
      Participant’s action or omission was in the best interests of the Employer or
      any BreitBurn Entity. Any act, or failure to act, based upon authority given
      pursuant to a resolution duly adopted by the Employer or the Company, including,
      without limitation, the Board, or based upon the advice of counsel for the
      Employer or the Company shall be conclusively presumed to be done, or omitted
      to
      be done, by the Participant in good faith and in the best interests of the
      Employer and the BreitBurn Entities. Notwithstanding the foregoing, termination
      of the Participant’s employment shall not be deemed to be for Cause unless and
      until there shall have been delivered to the Participant a copy of a resolution
      of the Board duly adopted by an affirmative vote of the Board at a meeting
      of
      the Board held for such purpose (after reasonable notice is provided to the
      Participant and the Participant is given an opportunity, together with counsel
      for the Participant, to be heard before the Board), finding that, in the good
      faith opinion of the Board, the Participant is guilty of the conduct described
      in clauses (i), (ii) or (iii) above, and specifying the particulars thereof
      in
      detail; provided,
      that if
      the Participant is a member of the Board, the Participant shall not vote on
      such
      resolution nor shall the Participant be counted.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    “Commencement
      Date”
means
      [Date].1

     

    “Disability”
means
      a
“disability” within the meaning of Code Section 409A.

     

    “Employer”
means
      BreitBurn Management Company, LLC and/or BreitBurn GP, LLC, as the context
      requires.

     

    “Employment
      Agreement”
means
      the Employment
      Agreement between the Employer and the Participant, dated [__________].


     

    “Employment
      Period”
means
      the period beginning on the Commencement Date and ending on January 1, 2011
      or
      such earlier date upon which the Participant’s employment with the Employer is
      terminated, subject to extension in accordance with Section 2 of the Employment
      Agreement.

     

    “Good
      Reason”
means
      the occurrence of any of the following without the Participant’s written
      consent:

     

    
      	 	
              i.

            	
              a
                material diminution in the Participant’s Base Salary (as defined in the
                Employment Agreement);

            


    

     

    
      	 	
              ii.

            	
              a
                material diminution in the Participant’s authority, duties, or
                responsibilities;

            


    

     

    
      	 	
              iii.

            	
              a
                material diminution in the authority, duties, or responsibilities
                of the
                supervisor to whom the Participant is required to
                report;

            


    

     

    
      	 	
              iv.

            	
              a
                material diminution in the budget over which the Participant retains
                authority;

            


    

     

    
      	 	
              v.

            	
              a
                material change in the geographic location at which the Participant
                must
                perform services under the Employment Agreement;
                or

            


    

     

    
      	 	
              vi.

            	
              any
                other action or inaction that constitutes a material breach by the
                Employer of the Employment Agreement, including without limitation,
                a
                breach of Section 3(a)(v) thereof;

            


    

     

    


    provided,
      that
      the Participant’s resignation shall only constitute a resignation for “Good
      Reason” if (a) the Participant provides the Employer with written notice setting
      forth the specific facts or circumstances constituting Good Reason within thirty
      days after the initial existence of such facts or circumstances, (b) the
      Employer has failed to cure such facts or circumstances within thirty days
      after
      receipt of such written notice, and (c) the date of the Participant’s Separation
      from Service occurs no later than seventy-five days after the initial occurrence
      of the event constituting Good Reason. 

     

    “Separation
      from Service”
means
      the Participant’s “separation from service” from the Employer within the meaning
      of Code Section 409A(a)(2)(A)(i).

     

      
        

      

    

    1
      Use Commencement Date from applicable Employment Agreement.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT
        B
TO
      CONVERTIBLE PHANTOM UNIT AGREEMENT

     

    CUE
      CONVERSION TABLE2

     

    
      	
              Target
                Annual Distribution Level 

            	 	
              CUEs
                per CPU

            
	
              $0.00

            	 	
              0.000

            
	
              $1.24

            	 	
              0.133

            
	
              $1.30

            	 	
              0.178

            
	
              $1.37

            	 	
              0.237

            
	
              $1.44

            	 	
              0.316

            
	
              $1.52

            	 	
              0.422

            
	
              $1.60

            	 	
              0.563

            
	
              $1.68

            	 	
              0.750

            
	
              $1.77

            	 	
              1.000

            
	
              $2.20

            	 	
              1.000

            
	
              $2.31

            	 	
              1.250

            
	
              $2.43

            	 	
              1.563

            
	
              $2.55

            	 	
              1.953

            
	
              $2.67

            	 	
              2.441

            
	
              $2.81

            	 	
              3.052

            
	
              $2.95

            	 	
              3.815

            
	
              $3.10
                or greater

            	 	
              4.768

            


    

    
       

      
        

      

      2
        If the dollar value of the relevant distributions falls between the incremental
        distribution levels contained in this CUE Conversion Table, then the number
        of
        CUEs underlying each CPU shall equal the number of CUEs associated with the
        lower of the two Target Annual Distribution Levels.

    

    
 

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

    TO
      CONVERTIBLE PHANTOM UNIT AGREEMENT

     

    CPU
      ACCELERATION PERCENTAGE TABLE

    


    
      	
              If
                a qualifying termination occurs on

              or
                prior to:

            	 	
              Then
                the CPU Acceleration 

              Percentage
                Shall Equal:

            
	
              December
                31, 2008

            	 	
              40%

            
	
              December
                31, 2009

            	 	
              60%

            
	
              December
                31, 2010

            	 	
              80%

            
	
              If
                a qualifying termination occurs on

              or
                after:

            	 	
              Then
                the CPU Acceleration

              Percentage
                Shall Equal:

            
	
              January
                1, 2011

            	 	
              100%

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

    TO
      CONVERTIBLE PHANTOM UNIT AGREEMENT

     

    CONSENT
      OF SPOUSE

     

    I,
      ____________________, spouse of ____________________, have read and approve
      the
      foregoing Convertible Phantom Unit Agreement (the “Agreement”).
      In
      consideration of the issuance to my spouse of the Convertible Phantom Units
      (“CPUs”)
      set
      forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact in
      respect to the exercise of any rights under the Agreement and agree to be bound
      by the provisions thereof insofar as I may have any rights therein or in or
      to
      any CPUs or Units issued pursuant thereto under the community property laws
      or
      similar laws relating to marital property in effect in the state of our
      residence as of the date of the signing of the Agreement.

     

    
      	
              Dated:
                _______________, _____

            	 	 
              
	 	 	
              Signature
                of Spouse

            


    


    
      
        
        

      

      
        15