exv10w2



 





EXHIBIT 10.2




Natural Resource Partners

Long-Term Incentive Plan




Phantom Unit Agreement




     AGREEMENT made as of    between GP Natural Resource Partners LLC,
a Delaware limited liability company (the “Company”), and
   (“Employee”).



     To carry out the purposes of the Natural Resource Partners Long-Term
Incentive Plan (the “Plan”), by affording Employee the opportunity to receive
cash payments based on the Fair Market Value of the Common Units (“Units”) of
Natural Resource Partners L.P. (the “Partnership”), the Company and Employee
hereby agree as follows:




	1.	 	Grant of Phantom Units.





	 	(a)	 	General. The Company hereby grants to Employee    Phantom
Units pursuant to the Plan. This grant is subject to the terms and
conditions of the Plan, which is incorporated herein by reference as
a part of this Agreement. A copy of the Plan is attached hereto.
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, unless the context requires otherwise.
	 
	 	(b)	 	Vesting. Except as otherwise provided in Paragraph 2 hereof,
all Phantom Units granted hereunder shall vest in accordance with
Schedule A hereto.





	2.	 	Events Occurring Prior to Vesting.





	 	(a)	 	Death or Disability. If, prior to vesting, Employee ceases
to be an employee of the Company and its Affiliates as a result of
death or disability (within the Company’s policy or determination
thereof), the Phantom Units then held by Employee will automatically
become fully vested upon such termination.
	 
	 	(b)	 	Other Terminations. Except as provided in Paragraph 2(c)
hereof, if Employee terminates from the Company and its Affiliates
for any reason other than death or disability as provided in (a)
above, all then unvested Phantom Units then held by Employee shall
be automatically forfeited upon such termination.
	 
	 	(c)	 	Change in Control. Notwithstanding any other provision
hereof, the Phantom Units shall become fully vested immediately
prior to the occurrence of a Change in Control.





	3.	 	Payment. As soon as administratively practicable after the vesting of a
Phantom Unit, Employee shall be entitled to receive from the Company a
cash payment based upon the Fair Market Value of the Unit on the payment
date.



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	4.	 	Limitations Upon Transfer. All rights under this Agreement shall belong
to Employee and may not be transferred, assigned, pledged, or hypothecated
in any way (whether by operation of law or otherwise), other than by will
or the laws of descent and distribution or pursuant to a “qualified
domestic relations order” (as defined by the Internal Revenue Code of
1986, as amended), and shall not be subject to execution, attachment, or
similar process. Upon any attempt to transfer, assign, pledge,
hypothecate, or otherwise dispose of such rights 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.
	 
	5.	 	Withholding of Tax. To the extent that the grant, vesting or payment of
a vested Phantom Unit results in the receipt of compensation by Employee
with respect to which the Company or Affiliate has a withholding
obligation, Employee shall deliver to the Company or Affiliate such amount
of money as the Company or Affiliate may require to meet its minimum
withholding obligations under applicable tax laws or regulations. No
payment of a vested Phantom Unit shall be made pursuant to this Agreement
until Employee has made arrangements approved by the Company or Affiliate
to satisfy all applicable minimum tax withholding requirements of the
Company or Affiliate.
	 
	6.	 	Binding Effect. This Agreement shall be binding upon and inure to the
benefit of any successor or successors of the Company or upon any person
lawfully claiming under Employee.
	 
	7.	 	Modification. Except to the extent permitted by the Plan, any
modification of this Agreement will be effective only if it is in writing
and signed by each party whose rights hereunder are affected thereby.
	 
	8.	 	Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without regard to
conflicts of laws principles thereof.




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     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
by its duly authorized officer, and Employee has executed this Agreement, all
effective as of the day and year first above written.

	 	 	 	 	 
	 	GP NATURAL RESOURCE PARTNERS LLC

 	 
	 	By:  	 	 
	 	 	Name:  	Corbin J. Robertson, Jr. 	 
	 	 	Title:  	Chairman and Chief Executive Officer 	 
	 
	 	EMPLOYEE



 	 
	 	 	 
	 	 	 
	 	 	 
	 





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Schedule A




	 
	Units Granted
	 	Vesting Date






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