Exhibit 10.39


November 17, 2005


 


 


«FirstName» «MI» «LastName»


«Address»


«City», «State» «Zip»


 


Re:                               Grant of
Restricted Units


 


Dear «FirstName»:


 


I am pleased to inform you
that you have been granted «Units» Phantom Units as of the above date pursuant
to the Company’s 2005 Long-Term Incentive Plan (the “Plan”).  In addition, in tandem with each Phantom Unit
you have been granted a distribution equivalent right (a “DER”). The terms and
conditions of this grant are as set forth below.


 


1.                     Subject to the further
provisions of this Agreement, your Phantom Units shall vest (become payable in
the form of one Common Unit of Plains All American Pipeline, L.P. for each
Phantom Unit) as follows: (i) 33.3% shall vest upon the later to occur of the
May 2008 Distribution Date and the date on which the Partnership pays a
quarterly dividend of $0.725 per unit, (ii) 33.3% shall vest upon the later to
occur of the May 2009 Distribution Date and the date on which the Partnership
pays a quarterly distribution of $0.75 per unit, and (iii) 33.3% shall vest
upon the later to occur of the May 2010 Distribution Date and the date on which
the Partnership pays a quarterly distribution of $0.775 per unit.  Any remaining Phantom Units that are not vested
by the May 2012 Distribution Date shall expire.


 


2.                     Subject to the further
provisions of this Agreement, your DERs shall vest (become payable in cash) as
follows: (i) 33.3% shall vest upon and effective with the date on which the
Partnership pays a quarterly dividend of $0.725 per unit, (ii) 33.3% shall vest
upon and effective with date on which the Partnership pays a quarterly
distribution of $0.75 per unit, (iii) 33.3% shall vest upon and effective with
the date on which the Partnership pays a quarterly distribution of $0.775 per
unit.  Any remaining DERs that are not
vested by the May 2012 Distribution Date shall expire.


 


3.                     Your DERs shall not accrue
payments prior to vesting.


 


4.                     Any distribution level
required for vesting under paragraphs 1 or 2 above shall be proportionately
reduced or increased for any split or reverse split, respectively, of the
Units, or any event or transaction having similar effect.


 


5.                     Upon vesting of any Phantom
Units, an equivalent number of DERs will expire.  Any such DERs that are vested prior to, or
that would vest as of, the Distribution Date on which the Phantom Units vest,
shall be payable on such Distribution Date prior to their expiration.


 


 


333
Clay Street, Suite 1600    •    Houston,
Texas 77002    •    713/646-4100
or 800-564-3036


 


 


 

















 


 


 


6.                     In the event of the
termination of your employment with the Company and its Affiliates (other than
in connection with a Change in Status or by reason of your death or “disability,”
as defined in paragraph 7 below), all of your then outstanding DERs (regardless
of vesting) and Phantom Units shall automatically be forfeited as of the date
of termination; provided, however, that if the Company or its Affiliates
terminate your employment other than a Termination for Cause, any unvested
Phantom Units that have satisfied all vesting criteria as of the date of
termination but for the passage of time shall be deemed nonforfeitable on the
date of termination, and shall vest on the next following Distribution Date; provided,
further, that any DERs associated with the unvested, nonforfeitable Phantom
Units described in the preceding proviso shall not be forfeited on the date of
termination, but shall be payable and shall expire in accordance with paragraph
5 above.


 


7.                     In the event of termination
of your employment with the Company and its Affiliates by reason of your death
or your “disability” (a physical or mental infirmity that impairs your ability
substantially to perform your duties for a period of eighteen months or that
the Company otherwise determines constitutes a “disability”), all of your then
outstanding Phantom Units and tandem DERs shall be deemed 100% nonforfeitable
on such date, and such Phantom Units shall vest in accordance with paragraph 1
(other than the last sentence thereof) and paragraph 2 above.


 


8.                     In the event of a Change in
Status, all of your then outstanding Phantom Units and tandem DERs shall be
deemed 100% nonforfeitable on such date, and such Phantom Units shall vest in
full upon the next Distribution Date.


 


9.                     Upon payment pursuant to a
DER, you agree that the Company may withhold any taxes due from your
compensation as required by law.  Upon
vesting of a Phantom Unit, you agree that the Company may withhold any taxes
due from your compensation as required by law, which (in the sole discretion of
the Company) may include withholding a number of Common Units otherwise payable
to you.


 


As used herein, the phrase “Distribution
Date” means the date, in any given month and year, on which the Partnership
pays a quarterly distribution.


 


The phrase “Change in Status”
means the occurrence, within three months prior to or one year following a
Change of Control, of any of the following circumstances:  (A) any termination by the Company of your
employment other than a Termination for Cause, (B) without your consent, any
removal of you from, or any failure to re-elect you to, the positions held by
you  (or substantially equivalent
positions) immediately prior to the change that may constitute a Change in
Status, or (C) any reduction in your base salary or (D) any material reduction
in your fringe benefits.


 


The
phrase “Change of Control” means, and shall be deemed to have occurred upon the
occurrence of, one or more of the following events:  (i) the Company ceasing to be the general
partner of the general partner of the Partnership, (ii) any sale, lease,
exchange or other transfer (in one transaction or a series of related
transactions) of all or substantially all of the assets of the Partnership or
the Company to any Person and/or its Affiliates, other than to the Partnership
or the Company, including any employee benefit plan thereof; (iii) a
consolidation, reorganization, merger or any other similar transaction
involving (a) a Person other than the Partnership or the Company and


 


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(b) the Partnership, the Company or both, (iv) the Persons who own
membership interests in the Company on the date hereof cease to beneficially
own, directly or indirectly, more than 50% of the membership interest in the
Company, or (v) any Person, including any partnership, limited partnership,
syndicate or other group deemed a “person” for purposes of Section 13(d) or
14(d) of the Securities Exchange Act of 1934, as amended, becoming after the
date hereof the beneficial owner, directly or indirectly, of more than 49.9% of
the membership interest in the Company.


 


The phrase “Termination for
Cause” shall mean severance of your employment with the Company or its
Affiliates based on your (i) failure to perform your job function in accordance
with standards described to you in writing, or (ii) violation of the Company’s
Code of Business Conduct (unless waived in accordance with the terms thereof),
in each case, with the specific failure or violation described to you in
writing.


 


The “Company” refers to
Plains All American GP LLC.  The “Partnership”
refers to Plains All American Pipeline, L.P.


 


Terms used herein that are
not defined herein shall have the meanings set forth in the Plan or, if not
defined in the Plan, in the Third Amended and Restated Agreement of Limited
Partnership of Plains All American Pipeline, L.P., as amended (the “Partnership
Agreement”). By signing below, you agree that the Phantom Units and DERs
granted hereunder are governed by the terms of the Plan.  Copies of the Plan and the Partnership
Agreement are available upon request. 
Please execute and return this Agreement to me.  The attached copy of this Agreement is for
your records


 


	
   

  	
  PLAINS
  ALL AMERICAN PIPELINE, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  AAP, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  PLAINS
  ALL AMERICAN GP LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  «FirstName» «MI» «LastName»

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Units:

  	
  «Units»

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SSN:

  	
  «SSN»

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated: 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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