**QUICKSILVER GAS SERVICES LP****2007 EQUITY PLAN**       SECTION  PAGE 1. Purpose  1 2. Term  1 3. Definitions  1 4. Units Available Under Plan  6 5. Options  6 6. Appreciation Rights  7 7. Restricted Units  9 8. Phantom Units  10 9. Performance Units and Performance Bonuses  11 10. Awards to Eligible Directors  12 11. Transferability  13 12. Adjustments  13 13. Fractional Units  14 14. Withholding Taxes  14 15. Administration of the Plan  14 16. Amendments and Other Matters  15 17. Governing Law  16 
 

 
**QUICKSILVER GAS SERVICES LP****2007 EQUITY PLAN**     1. **Purpose**. The Quicksilver Gas Services LP 2007 Equity Plan (the “Plan”) is intended topromote the interests of Quicksilver Gas Services LP, a Delaware limited partnership (the“Partnership”), by providing to employees, consultants, officers and directors ofQuicksilver Gas Services GPLLC, a Delaware limited liability company and the general partner of the Partnership (the “GeneralPartner”), and its Affiliates incentive compensation awards based on Units. The Plan is alsointended to supplement the compensation that these individuals receive from the General Partner andits Affiliates and to provide them incentives to promote the interests of the Partnership and itsAffiliates.     2. **Term**. The Plan will terminate on the earliest of (a) the date that the Plan is terminatedin accordance with Section 16, (b) the date that Units are no longer available for Awards under thePlan, or (c) the tenth anniversary of the date that the Plan is adopted by the Partnership. Nofurther Awards will be made under the Plan on or after such date. Awards that are outstanding onthe date the Plan terminates will remain in effect according to their terms and the provisions ofthe Plan.     3. **Definitions**. The following terms, when used in the Plan with initial capital letters, willhave the following meanings:     (a) **Affiliate**means, with respect to any Person, any other Person that directly orindirectly through one or more intermediaries controls, is controlled by or is under commoncontrol with, the Person in question. As used herein, the term “control” means thepossession, direct or indirect, of the power to direct or cause the direction of themanagement and policies of a Person, whether through ownership of voting securities, bycontract or otherwise.     (b) **Appreciation Right**means a right granted pursuant to Section 6.     (c) **Award**means a grant of Appreciation Rights, Options, Phantom Units, PerformanceUnits or a Performance Bonus, or the grant or sale of Restricted Units, and includes anytandem DERs granted with respect to a Phantom Unit or Performance Unit.     (d) **Board**means the Board of Directors of the General Partner.     (e) **Change in Control**means the occurrence of an event described in (i), (ii) or (iii)below:     (i) The General Partner ceases to be controlled by the Company or one or moreAffiliates of the Company and a majority of the Board of Directors of the GeneralPartner thereafter ceases to be comprised of Incumbent Directors;     (ii) The consummation of a reorganization, merger or consolidation of thePartnership or sale or other disposition of all or substantially all of theconsolidated assets of the Partnership (a “Partnership Transaction”) immediately
 

 
after which the voting power of the equity securities of the Partnershipoutstanding immediately prior to such Partnership Transaction do not continue torepresent (either by remaining outstanding or by being converted into equitysecurities having voting power in the entity surviving, resulting from, orsucceeding to all or substantially all of the Partnership’s consolidated assets as aresult of such Partnership Transaction or any parent of such entity) at least 50% ofthe combined voting power of the then outstanding equity securities of (A) theentity surviving, resulting from, or succeeding to all or substantially all of thePartnership’s consolidated assets as a result of such Partnership Transaction or (B)any parent of any such entity (including, without limitation, an entity which as aresult of such transaction owns the Partnership or all or substantially all of thePartnership’s assets either directly or through one or more subsidiaries); or     (iii) The occurrence of any of the following events while the General Partneris controlled by the Company or one or more Affiliates of the Company:               (A) Any individual, entity or group (within the meaning of Section 13(d)(3) or14(d)(2) of the Exchange Act) is or becomes the beneficial owner (within the meaningof Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the combinedvoting power of the then-outstanding Voting Securities of the Company; provided,however, that the following acquisitions will not constitute a Change in Control:(1) any acquisition of Voting Securities of the Company directly from the Companythat is approved by a majority of the Incumbent Quicksilver Directors; (2) anyacquisition of the Voting Securities of the Company by the Company or an Affiliateof the Company; (3) any acquisition of Voting Securities of the Company by thetrustee or other fiduciary holding securities under any employee benefit plan (orrelated trust) sponsored or maintained by the Company or any Affiliate of theCompany; or (4) any acquisition of Voting Securities of the Company by MercuryExploration Company, Quicksilver Energy, L.P., The Discovery Fund, PennsylvaniaAvenue Limited Partnership, Pennsylvania Management Company, the estate of FrankDarden, Lucy Darden, Anne Darden Self, Glenn Darden or Thomas Darden, or theirrespective successors, assigns, designees, heirs, beneficiaries, trusts, estates orcontrolled affiliates;               (B) A majority of the Board of Directors of the Company ceases to be comprisedof Incumbent Quicksilver Directors;               (C) The consummation of a reorganization, merger or consolidation of theCompany or sale or other disposition of all or substantially all of the consolidatedassets of the Company (each, a “Business Combination Transaction”) immediately afterwhich the Voting Securities of the Company outstanding immediately prior to suchBusiness Combination Transaction do not continue to represent (either by remainingoutstanding or by being converted into equity securities having voting power in theentity surviving, resulting from, or succeeding to all or substantially all of theCompany’s consolidated assets as a result of such Business Combination Transactionor any parent of such entity) at
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least 50% of the combined voting power of the then outstanding equitysecurities having voting power in (1) the entity surviving, resulting from, orsucceeding to all or substantially all of the Company’s consolidated assets as aresult of such Business Combination Transaction or (2) any parent of any such entity(including, without limitation, an entity which as a result of such transaction ownsthe Company or all or substantially all of the Company’s assets, either directly orthrough one or more subsidiaries; or               (D) The General Partner, or one or more Affiliates of the Company, ceases to bethe general partner of the Partnership.     (f) **Code**means the Internal Revenue Code of 1986, as in effect from time to time.     (g) **Committee**means the committee establishedby the Board pursuant to Section 15 to administer the Plan or, withrespect to the administration of Section 10, the Board. If no committee has been established by theBoard to administer the Plan pursuant to Section 15, “Committee” means the Board.     (h) **Company**means Quicksilver Resources Inc., a Delaware corporation.     (i) **Consultant**means an individual, other than an Employee or Eligible Director, whoperforms services for the Partnership, the General Partner or an Affiliate of either of them.     (j) **Date of Grant**means the date specified by the Committee on which an Award willbecome effective.     (k) **Deferral Period**means the period of time during which Phantom Units are subject todeferral limitations.     (l) **DER**means a contingent right, granted in tandem with a specific Phantom Unit orPerformance Unit, to receive an amount in cash equal to, and at the same time as, the cashdistributions made by the Partnership with respect to a Unit during the period such PhantomUnit or Performance Unit is outstanding.     (m) **Eligible Director**means a member of the Board who is not an Employee.     (n) **Employee**means an employee or officer of the General Partner or its Affiliates whoperforms services for the Partnership, the General Partner or an Affiliate of either of them.     (o) **Evidence of Award**means an agreement, certificate, resolution or other type or formof writing or other evidence approved by the Committee which sets forth the terms andconditions of an Award. An Evidence of Award may be in any electronic medium, may be limitedto a notation on the books and records of the Partnership and need not be signed by arepresentative of the Partnership or a Participant.     (p) **Exchange Act**means the Securities Exchange Act of 1934, as amended.
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     (q) **Grant Price**means the price per Unit at which an Appreciation Right is granted.     (r) **Incumbent Directors**means the individuals who, as of the IPO Date, are directors ofthe General Partner, and any individual becoming a director of the General Partner subsequentto such date whose election, nomination for election by the General Partner’s members, orappointment, was approved by a vote of a majority of the then Incumbent Directors (either bya specific vote or by approval of the proxy statement of the General Partner in which suchperson is named as a nominee for director, without objection to such nomination).     (s) **Incumbent Quicksilver Directors**means the individuals who, as of the IPO Date, aredirectors of the Company, and any individual becoming a director of the Company subsequent tosuch date whose election, nomination for election by the Company’s stockholders, orappointment, was approved by a vote of a majority of the then Incumbent Quicksilver Directors(either by a specific vote or by approval of the proxy statement of the Company in which suchperson is named as a nominee for director, without objection to such nomination).     (t) **IPO Date**means the date that the initial public offering of the Units isconsummated.     (u) **Management Objectives**means the measurable performance objectives, if any,established by the Committee for a Performance Period that are to be achieved with respect toan Award. Management Objectives may be described in terms of company-wide objectives (*i.e.*,the performance of the Partnership and all of its subsidiaries) or in terms of objectivesthat are related to the performance of the individual Participant or of the division,subsidiary, department, region or function within the Partnership or an Affiliate of thePartnership in which the Participant receiving the Award is employed or on which theParticipant’s efforts have the most influence. The achievement of the Management Objectivesestablished by the Committee for any Performance Period will be determined without regard tothe effect on such Management Objectives of any acquisition or disposition by the Partnershipof a trade or business, or of substantially all of the assets of a trade or business, duringthe Performance Period and without regard to any change in accounting standards by theFinancial Accounting Standards Board or any successor entity.          If the Committee determines that, as a result of a change in the business, operations,corporate structure or capital structure of the Partnership (other than an acquisition ordisposition described in the first paragraph of this Section 3(v)), or the manner in whichthe Partnership conducts its business, or any other events or circumstances, the ManagementObjectives are no longer suitable, the Committee may in its discretion modify suchManagement Objectives or the related minimum acceptable 
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level of achievement, in whole or in part, with respect to a Performance Period as theCommittee deems appropriate and equitable.     (v) **Market Value per Unit**means, at any date, the closing sales price of a Unit on thatdate (or, if there are no sales on that date, the last preceding date on which there was asale) on the principal national securities exchange or in the principal market on or in whichthe Units are traded. In the event that the Units are not traded on such an exchange ormarket at the time a determination is to be made hereunder, the determination will be made ingood faith by the Committee.     (w) **Option**means the right to purchase Units upon exercise of an option granted pursuantto Section 5.     (x) **Option Price**means the purchase price per Unit payable on exercise of an Option.     (y) **Participant**means a person who is selected by the Committee to receive an Awardunder the Plan and who at that time is an Employee, Consultant or Eligible Director.     (z) **Performance Bonus**means an Award expressed in units, where a unit is equivalent to$1.00 (or such other value as the Committee determines) granted pursuant to Section 9.     (aa) **Performance Period**means, with respect to an Award, a period of time within whichthe Management Objectives relating to such Award are to be measured. The Performance Periodwill be established by the Committee at the time of the Award.     (bb) **Performance Unit**means a bookkeeping entry that records the equivalent of one Unitawarded pursuant to Section 9.     (cc) **Person**means an individual or a corporation, limited liability company,partnership, joint venture, trust, unincorporated organization, association, governmentagency or political subdivision thereof or other entity.     (dd) **Phantom Units**means an Award granted pursuant to Section 8 or Section 10.     (ee) **Restricted Units**means Units granted or sold pursuant to Section 7 as to whichneither the ownership restrictions nor the restrictions on transfer have expired.     (ff) **Rule 16b-3**means Rule 16b-3 under Section 16 of the Exchange Act as amended (or anysuccessor rule to the same effect), as in effect from time to time.     (gg) **Spread**means the excess of the Market Value per Unit on the date an AppreciationRight is exercised over (i) the Option Price provided for in the Option granted in tandemwith the Appreciation Right or (ii) if there is no tandem Option, the
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Grant Price provided for in the Appreciation Right, in either case multiplied by thenumber of Units in respect of which the Appreciation Right is exercised.     (hh) **UDR**means a distribution made by the Partnership with respect to a Restricted Unit.     (ii) **Unit**means a common unit of the Partnership.     (jj) **Voting Securities of the Company**means the securities entitled to vote generally inthe election of directors of the Company or persons who serve similar functions.     4. **Units Available Under Plan**. The aggregate number of Units that may be (i) subject to anAward of Appreciation Rights or Options, and (ii) issued or transferred as Restricted Units andreleased from all restrictions or in payment of Performance Units, Performance Shares or PhantomUnits will not exceed in the aggregate 750,000. Any Units delivered pursuant to an Award willconsist, in whole or in part, of Units acquired in the open market or from any Affiliate of thePartnership or any other Person, newly issued Units or any combination of the foregoing, asdetermined by the Committee in its discretion. The number of Units available under this Section 4will be subject to adjustment as provided in Section 12 and will be further adjusted to includeUnits that relate to Awards that (i) expire or are forfeited, (ii) are withheld or tendered inpayment of the Option Price with respect to an Option or in satisfaction of the taxes required tobe withheld in connection with any Award granted under the Plan or (iii) are subject to anAppreciation Right that are not transferred to a Participant upon exercise of the AppreciationRight. There will not be any limitation on the number of Awards that may be granted and paid incash, and any Units allocated to an Award payable in cash or Units will, to the extent paid incash, be again available for delivery under the Plan with respect to other Awards.     5. **Options**. The Committee may from time to time authorize grants of options to anyParticipant to purchase Units upon such terms and conditions as it may determine in accordance withthis Section 5. Each grant of Options may utilize any or all of the authorizations, and will besubject to all of the requirements, contained in the following provisions:     (a) Each grant will specify the number of Units to which it relates.     (b) Each grant will specify the Option Price, which will not be less than 100% of theMarket Value per Unit on the Date of Grant.     (c) Each grant will specify whether the Option Price will be payable (i) in cash or bycheck acceptable to the General Partner, (ii) with the consent of the Committee, by theactual or constructive transfer of Units owned by the Participant and having an aggregateMarket Value per Unit at the date of exercise equal to the aggregate Option Price, (iii) withthe consent of the Committee, by authorizing the withholding of a number of Units otherwiseissuable to the Participant having an aggregate Market Value per Unit on the date of exerciseequal to the aggregate Option Price or (iv) by a combination of such methods of payment;provided, however, that the payment methods described in
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clauses (ii) and (iii) will not be available at any time that the Partnership isprohibited from purchasing or acquiring such Units.     (d) To the extent permitted by law, any grant may provide for deferred payment of theOption Price from the proceeds of sale through a bank or broker of some or all of the Unitsto which such exercise relates.     (e) Successive grants may be made to the same Participant whether or not any Options orother Awards previously granted to such Participant remain unexercised or outstanding.     (f) Each grant will specify the required period or periods of continuous service by theParticipant with the General Partner or its Affiliates that are necessary before the Optionsor installments thereof will become exercisable.     (g) Any grant may specify the Management Objectives that must be achieved as a conditionto the exercise of the Options.     (h) Any grant may provide for the earlier exercise of the Options in the event of aChange in Control or other similar transaction or event.     (i) On or after the Date of Grant, the Committee may provide for the payment to theParticipant of distribution equivalents thereon in cash or Units on a current, deferred orcontingent basis.     (j) No Options will be exercisable more than ten years from the Date of Grant, unlessthe Evidence of Award provides for an extended exercise period in the event of death,disability or retirement.     (k) The Committee will have the right to substitute Appreciation Rights for outstandingOptions granted to one or more Participants, provided the terms and the economic benefit ofthe substituted Appreciation Rights are at least equivalent to the terms and economic benefitof such Options, as determined by the Committee in its discretion.     (l) Any grant may provide for the effect on the Options or any Units issued, or otherpayment made, with respect to the Options of any conduct of the Participant determined by theCommittee to be injurious, detrimental or prejudicial to any significant interest of thePartnership or any of its Affiliates.     (m) Each grant will be evidenced by an Evidence of Award, which may contain such termsand provisions, consistent with the Plan, as the Committee may approve, including withoutlimitation provisions relating to the Participant’s termination of employment or othertermination of service by reason of retirement, death, disability or otherwise.     6. **Appreciation Rights**. The Committee may also from time to time authorize grants to anyParticipant of Appreciation Rights upon such terms and conditions as it may determine in accordancewith this Section 6. Appreciation Rights may be granted in tandem with
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Options or separate and apart from a grant of Options. An Appreciation Right will be a rightof the Participant to receive from the Partnership upon exercise an amount which will be determinedby the Committee at the Date of Grant and will be expressed as a percentage of the Spread (notexceeding 100%) at the time of exercise. An Appreciation Right granted in tandem with an Optionmay be exercised only by surrender of the related Option. Each grant of an Appreciation Right mayutilize any or all of the authorizations, and will be subject to all of the requirements, containedin the following provisions:     (a) Each grant will state whether it is made in tandem with Options and, if not made intandem with any Options, will specify the number of Units in respect of which it is made.     (b) Each grant made in tandem with Options will specify the Option Price and each grantnot made in tandem with Options will specify the Grant Price, which in either case will notbe less than 100% of the Market Value per Unit on the Date of Grant.     (c) Any grant may provide that the amount payable on exercise of an Appreciation Rightmay be paid (i) in cash, (ii) in Units having an aggregate Market Value per Unit equal to theSpread (or the designated percentage of the Spread) or (iii) in a combination thereof, asdetermined by the Committee in its discretion.     (d) Any grant may specify that the amount payable to the Participant on exercise of anAppreciation Right may not exceed a maximum amount specified by the Committee at the Date ofGrant.     (e) Successive grants may be made to the same Participant whether or not anyAppreciation Rights or other Awards previously granted to such Participant remain unexercisedor outstanding.     (f) Each grant will specify the required period or periods of continuous service by theParticipant with the General Partner or its Affiliates that are necessary before theAppreciation Rights or installments thereof will become exercisable, and will provide that noAppreciation Rights may be exercised except at a time when the Spread is positive and, withrespect to any grant made in tandem with Options, when the related Options are alsoexercisable.     (g) Any grant may specify the Management Objectives that must be achieved as a conditionto the exercise of the Appreciation Rights.     (h) Any grant may provide for the earlier exercise of the Appreciation Rights in theevent of a Change in Control or other similar transaction or event.     (i) On or after the Date of Grant, the Committee may provide for the payment to theParticipant of distribution equivalents thereon in cash or Units on a current, deferred orcontingent basis.     (j) No Appreciation Right will be exercisable more than ten years from the Date ofGrant.
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     (k) Any grant may provide for the effect on the Appreciation Rights or any Units issued,or other payment made, with respect to the Appreciation Rights of any conduct of theParticipant determined by the Committee to be injurious, detrimental or prejudicial to anysignificant interest of the Partnership or any of its Affiliates.     (l) Each grant will be evidenced by an Evidence of Award, which may contain such termsand provisions, consistent with the Plan, as the Committee may approve, including withoutlimitation provisions relating to the Participant’s termination of employment or othertermination of service by reason of retirement, death, disability or otherwise.     7. **Restricted Units**. The Committee may also from time to time authorize grants or sales toany Participant of Restricted Units upon such terms and conditions as it may determine inaccordance with this Section 7. Each grant or sale will constitute an immediate transfer of theownership of Units to the Participant in consideration of the performance of services, entitlingsuch Participant to ownership rights, but subject to the restrictions set forth in this Section 7.Each such grant or sale may utilize any or all of the authorizations, and will be subject to all ofthe requirements, contained in the following provisions:     (a) Each grant or sale may be made without additional consideration or in considerationof a payment by the Participant that is less than the Market Value per Unit at the Date ofGrant, except as may otherwise be required by law.     (b) Each grant or sale may limit the Participant’s right to UDRs with respect to theRestricted Units during the period in which the Restricted Units are subject to any suchrestrictions.     (c) Each grant or sale will provide that the Restricted Units will be subject, for aperiod to be determined by the Committee at the Date of Grant, to one or more restrictions,including without limitation a restriction that constitutes a “substantial risk offorfeiture” within the meaning of Section 83 of the Code and the regulations of the InternalRevenue Service under such section. Except as provided in Section 7(d) or 7(e), therestrictions imposed on Restricted Units will not terminate at a rate that is faster than1/3rd of the Restricted Units on each anniversary of the Date of Grant.     (d) Any grant or sale may specify the Management Objectives that, if achieved, willresult in the termination or early termination of the restrictions applicable to theRestricted Units, provided that the Performance Period associated with such ManagementObjectives will be a period of no less than 12 calendar months.     (e) Any grant or sale may provide for the early termination of any such restrictions inthe event of a Change in Control or other similar transaction or event or the Participant’stermination of employment or service by reason of death, disability, retirement or otherwise.     (f) Each grant or sale will provide that during the period for which such restriction orrestrictions are to continue, the transferability of the Restricted Units will be prohibitedor restricted in a manner and to the extent prescribed by the Committee at the
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Date of Grant (which restrictions may include without limitation rights of repurchase orfirst refusal in favor of the Partnership or provisions subjecting the Restricted Units tocontinuing restrictions in the hands of any transferee).     (g) Any grant or sale may provide for the effect on the Restricted Units or any Unitsissued free of restrictions, or other payment made, with respect to the Restricted Units ofany conduct of the Participant determined by the Committee to be injurious, detrimental orprejudicial to any significant interest of the Partnership or any of its Affiliates.     (h) Each grant or sale will be evidenced by an Evidence of Award, which may contain suchterms and provisions, consistent with the Plan, as the Committee may approve, includingwithout limitation provisions relating to the Participant’s termination of employment orother termination of service by reason of retirement, death, disability or otherwise.     8. **Phantom Units**. The Committee may also from time to time authorize grants or sales to anyParticipant of Phantom Units upon such terms and conditions as it may determine in accordance withthis Section 8. Each grant or sale of a Phantom Unit will constitute the agreement by thePartnership to issue or transfer a Unit (or an amount in cash equal to the Market Value per Unit)to the Participant in the future in consideration of the performance of services, subject to thefulfillment during the Deferral Period of such conditions as the Committee may specify. Each suchgrant or sale may utilize any or all of the authorizations, and will be subject to all of therequirements, contained in the following provisions:     (a) Each grant or sale may be made without additional consideration from the Participantor in consideration of a payment by the Participant that is less than the Market Value perUnit on the Date of Grant, except as may otherwise be required by law.     (b) Each grant or sale will provide that the Phantom Units will be subject to a DeferralPeriod, which will be fixed by the Committee on the Date of Grant. Except as provided inSection 8(c), 8(d) or 10(e), the Deferral Period will not terminate at a rate that is fasterthan 1/3rd of the Phantom Units on each anniversary of the Date of Grant.     (c) Any grant or sale may specify the Management Objectives that, if achieved, willresult in the termination or early termination of the Deferral Period, provided that thePerformance Period associated with such Management Objectives will be a period of no lessthan 12 calendar months.     (d) Any grant or sale may provide for the earlier termination of the Deferral Period inthe event of a Change in Control or other similar transaction or event or the Participant’stermination of employment or service by reason of death, disability, retirement or otherwise.     (e) During the Deferral Period, the Participant will not have any right to transfer anyrights under the Phantom Units, will not have any rights of ownership in the Phantom Unitsand will not have any right to vote the Phantom Units, but the Committee
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may on or after the Date of Grant authorize the payment of DERs on such Units in cash orUnits on a current, deferred or contingent basis.     (f) Any grant or sale may provide for the effect on the Phantom Units or any Unitsissued free of restrictions, or other payment made, with respect to the Phantom Units of anyconduct of the Participant determined by the Committee to be injurious, detrimental orprejudicial to any significant interest of the Partnership or any of its Affiliates.     (g) Each grant or sale will be evidenced by an Evidence of Award, which will containsuch terms and provisions as the Committee may determine consistent with the Plan, includingwithout limitation provisions relating to the Participant’s termination of employment orother termination of service by reason of retirement, death, disability or otherwise.     9. **Performance Units and Performance Bonuses**. The Committee may also from time to timeauthorize grants to Participants of Performance Units and Performance Bonuses, which will becomepayable upon achievement of specified Management Objectives, upon such terms and conditions as itmay determine in accordance with this Section 9. Each such grant may utilize any or all of theauthorizations, and will be subject to all of the requirements, contained in the followingprovisions:     (a) Each grant will specify the number of Performance Units or the value of thePerformance Bonus to which it relates.     (b) The Performance Period with respect to each Performance Unit and Performance Bonuswill be determined by the Committee at the time of grant.     (c) Each grant will specify the Management Objectives that, if achieved, will result inthe payment of the Performance Units or Performance Bonus.     (d) Each grant will specify the time and manner of payment of Performance Units orPerformance Bonuses which have become payable, which payment may be made in (i) cash, (ii)Units having an aggregate Market Value per Unit equal to the aggregate value of thePerformance Units or Performance Bonuses which have become payable or (iii) any combinationthereof, as determined by the Committee in its discretion at the time of payment.     (e) Any grant of Performance Units may specify that the amount payable with respectthereto may not exceed a maximum specified by the Committee on the Date of Grant. Any grantof a Performance Bonus may specify that the amount payable, or the number of Units issued,with respect to the Performance Bonus may not exceed maximums specified by the Committee onthe Date of Grant.     (f) On or after the Date of Grant, the Committee may provide for the payment to theParticipant of DERs on Performance Units in cash or Units on a current, deferred orcontingent basis.
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     (g) Any grant may provide for the effect on the Performance Units or Performance Bonusor any Units issued, or other payment made, with respect to the Performance Units orPerformance Bonus of any conduct of the Participant determined by the Committee to beinjurious, detrimental or prejudicial to any significant interest of the Partnership or anyof its Affiliates.     (h) Each grant will be evidenced by an Evidence of Award, which will contain such termsand provisions as the Committee may determine consistent with the Plan, including withoutlimitation provisions relating to the payment of the Performance Units or Performance Bonusin the event of a Change in Control or other similar transaction or event and provisionsrelating to the Participant’s termination of employment or other termination of service.     10. **Awards to Eligible Directors**.               (a) Each Eligible Director on the IPO Date (i) will receive a grant of Phantom Units inlieu of cash compensation of $40,000, and (ii) may elect to receive an additional grant ofPhantom Units in lieu of additional cash compensation of $40,000.               (b) Each individual who first becomes an Eligible Director after the IPO Date on a dateother than the first business day of a calendar year (i) will receive a grant of PhantomUnits in lieu of cash compensation of $40,000 (if the individual becomes and EligibleDirector prior to July 1 of any year) or $20,000 (if the individual becomes and EligibleDirector on or after July 1 of any year), and (ii) may elect to receive a grant of PhantomUnits in lieu of additional cash compensation of $40,000 (if the individual becomes anEligible Director prior to July 1 of any year) or $20,000 (if the individual becomes anEligible Director on or after July 1 of any year). For purposes of this Section 10(b), anEligible Director who ceases to be a member of the Board and thereafter becomes an EligibleDirector again will be deemed to first become an Eligible Director on the date that suchindividual again becomes an Eligible Director.               (c) On the first business day of each calendar year beginning after December 31, 2007,each Eligible Director (i) will receive a grant of Phantom Units in lieu of cash compensationof $40,000, and (ii) may elect to receive an additional grant of Phantom Units in lieu ofadditional cash compensation of $40,000.               (d) The number of Phantom Units to be granted to an Eligible Director under this Section10 will be determined by dividing the amount of cash compensation the Phantom Units arereplacing by the Market Value per Unit as of (i) the IPO Date, for Phantom Units grantedunder Section 10(a), (ii) the date on which the Eligible Director first becomes a member ofthe Board, for Phantom Units granted under Section 10(b), and (iii) the first business day ofthe applicable calendar year, for Phantom Units granted under Section 10(c). All electionsto receive a grant of Phantom Units in lieu of cash compensation will be made in accordancewith procedures established by the Committee that are designed to satisfy the deferralelection requirements under Section 409A of the Code and (A) with respect to Sections10(a)(ii) and 10(b)(ii), must be made within 30 days after the date the Eligible Directorfirst becomes eligible to participate in the Plan and will
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apply only to compensation paid for services performed after the election, and (B) withrespect to Section 10(c)(ii), must be made on or prior to the last day of the precedingcalendar year.     (e) Each grant of Phantom Units made to an Eligible Director under this Section 10 mayutilize any or all of the authorizations, and will be subject to all of the requirements,contained in the following provisions:     (i) Each grant of Phantom Units under Section 10(a)(i), 10(b)(i) or 10(c)(i)will become nonforfeitable as to 1/3rd of the total number of Unitssubject thereto on the first business day of each of the first three calendar yearsbeginning after the Date of Grant; provided, in each case, that the EligibleDirector who received the Phantom Units has remained a member of the Board througheach such date.     (ii) Each grant of Phantom Units under Section 10(a)(ii), 10(b)(ii), or10(c)(ii) will become nonforfeitable on the first business day of the first calendaryear beginning after the Date of Grant; provided, in each case, that the EligibleDirector who received the grant of Phantom Units has remained a member of the Boardthrough such date.     (iii) Except as provided in an Evidence of Award, upon an Eligible Director’sceasing to be a member of the Board prior to the end of a Deferral Period for anyreason, the Eligible Director will immediately forfeit all nonvested Phantom Units,unless the Board, in its discretion, terminates the Deferral Period.     11. **Transferability**. No Award may be sold, pledged, assigned or transferred in any mannerother than by will or the laws of descent and distribution or pursuant to a qualified domesticrelations order; provided, however, that a Participant who is an officer of the General Partner oran Affiliate may, with the prior approval of the Committee, transfer an Option to family members ofthe Participant, including to trusts in which family members of the Participant own more than 50%of the beneficial interests, to foundations in which family members of the Participant or theParticipant controls the management of assets and to other entities in which more than 50% of thevoting interests are owned by family members of the Participant or the Participant. No Option orAppreciation Right granted to a Participant will be exercisable during the Participant’s lifetimeby any Person other than the Participant or the Participant’s guardian or legal representative orany permitted transferee.     12. **Adjustments**.     (a) The Committee will make or provide for such adjustments in (i) the maximum number ofUnits specified in Section 4, (ii) the number of Units covered by outstanding Options,Appreciation Rights, Performance Units and Restricted Units granted under the Plan, (iii) theOption Price or Grant Price applicable to any Options and Appreciation Rights, and (iv) thekind of securities covered by any such Awards (including securities of another issuer), as isequitably required to prevent dilution or enlargement of the rights of Participants thatotherwise would result from (x) any
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distribution (whether in the form of cash, Units, other securities or other property),combination or exchange of Units or other securities, recapitalization or other change in thecapital structure of the Partnership, or (y) any merger, consolidation, separation, spin-off,split-off, spin-out, split-up, reorganization, partial or complete liquidation or otherdistribution of assets, issuance of rights or issuance of warrants to purchase securities, or(z) any other corporate transaction or event having an effect similar to any of theforegoing. In the event of any such transaction or event, the Committee, in its discretion,may provide in substitution for any or all outstanding Awards such alternative considerationas it, in good faith, may determine to be equitable in the circumstances and may require inconnection with such substitution the surrender of all Awards so replaced.     (b) The Committee may accelerate the payment of, or vesting with respect to, any Awardunder the Plan upon the occurrence of a transaction or event described in this Section 12;provided, however, that in the case of any Award that constitutes a deferral of compensationwithin the meaning of Section 409A of the Code, the Committee will not accelerate the paymentof the Award unless it determines in good faith that such transaction or event satisfies therequirements of a change in control event under guidance issued by the Secretary of theTreasury under Section 409A of the Code.     13. **Fractional Units**. The Partnership will not be required to issue or deliver any fractionalUnits pursuant to the Plan. The Committee may provide for the elimination of fractions or for thesettlement of fractions in cash.     14. **Withholding Taxes**. To the extent that the General Partner or any of its Affiliates isrequired to withhold federal, state, local or foreign taxes in connection with any payment made orbenefit realized by a Participant or other Person under the Plan, and the amounts available forsuch withholding are insufficient, it will be a condition to the receipt of such payment or therealization of such benefit that the Participant or such other Person make arrangementssatisfactory to the Partnership for payment of the balance of such taxes required to be withheld.In addition, if permitted by the Committee, the Participant or such other Person may elect to haveany withholding obligation satisfied with Units that would otherwise be transferred to theParticipant or such other Person in payment of the Participant’s Award. However, without theconsent of the Committee, Units will not be withheld in excess of the minimum number of Unitsrequired to satisfy the withholding obligation.     15. **Administration of the Plan**.     (a) The Plan will be administered by the Board, unless the Board appoints a committee consisting oftwo or more directors of the Board, each of whom is intended to qualify as a “non-employeedirector” as defined in Rule 16b-3, to administer the Plan. Notwithstanding the foregoing, theprovisions of Section 10 will be administered by the Board.     (b) A majority of the Committee will constitute a quorum, and the action of the membersof the Committee present at any meeting at which a quorum is present, or acts unanimouslyapproved in writing, will be the acts of the Committee.     (c) The Committee has the full authority and discretion to administer the Plan and totake any action that is necessary or advisable in connection with the administration of thePlan, including without limitation the authority and discretion to interpret and
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construe any provision of the Plan or of any agreement, notification or documentevidencing an Award. The interpretation and construction by the Committee of any suchprovision and any determination by the Committee pursuant to any provision of the Plan or ofany such agreement, notification or document will be final and conclusive. No member of theCommittee will be liable for any such action or determination made in good faith.     (d) To the extent permitted by applicable law, the Committee may delegate its authorityunder the Plan to a subcommittee of the Committee, to one or more committees of the Board orto one or more executive officers of the Company; provided, however, that no delegation maybe made of authority to take an action which is required by Rule 16b-3 to be taken by“non-employee directors” in order that the Plan and transactions thereunder meet therequirements of such Rule.     (e) It is the Committee’s intention that any Award granted under the Plan thatconstitutes a deferral of compensation within the meaning of Section 409A of the Code and theguidance issued by the Secretary of the Treasury under Section 409A satisfy the requirementsof Section 409A of the Code. In granting such an Award, the Committee will use its bestefforts to exercise its authority under the Plan with respect to the terms of such Award in amanner that the Committee determines in good faith will cause the Award to comply withSection 409A of the Code and thereby avoid the imposition of penalty taxes and interest uponthe Participant receiving the Award.     (f) If no committee is established by the Board pursuant toSection 15(a) and, in any event, with respect to the administration of the provisions ofSection 10, the Boardwill have the same authority, power, duties, responsibilities and discretion given to theCommittee under the terms of the Plan.     16. **Amendments and Other Matters**.     (a) The Plan may be amended from time to time by the Board or, with respect to thoseprovisions of the Plan other than Section 10, the Committee; provided, however, that the Planmay not be amended without further approval by the unitholders of the Partnership if suchamendment would result in the Plan no longer satisfying any applicable requirements of theNYSE Arca (or the principal national securities exchange on which the Units are traded) orRule 16b-3.     (b) Neither the Committee nor the Board will authorize the amendment of any outstandingOption to reduce the Option Price without the further approval of the unitholders of thePartnership. Furthermore, no Option will be cancelled and replaced with Options having alower Option Price without further approval of the unitholders of the Partnership. Theprovisions of this Section 16(b) are intended to prohibit the repricing of “underwater”Options and will not be construed to prohibit the adjustments provided for in Section 12.     (c) The Plan may be terminated at any time by action of the Board. The termination ofthe Plan will not adversely affect the terms of any outstanding Award.
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     (d) No Units will be issued under the Plan prior to (i) the obtaining of any approvalfrom any governmental agency which the General Partner, in its sole discretion, determines tobe necessary or advisable, (ii) the admission of such Units to listing on any securitiesexchange on which the Units may then be listed, and (iii) the completion of any registrationor other qualification of such Units under any state or Federal law or rulings or regulationsof any governmental body which the General Partner, in its sole discretion, determines to benecessary or advisable.     (e) The Plan does not confer upon any Participant any right with respect to continuanceof employment or other service with the General Partner or any of its Affiliates, nor will itinterfere in any way with any right the General Partner or any of its Affiliates wouldotherwise have to terminate such Participant’s employment or other service at any time.     (f) To the extent that the Partnership has an obligation to reimburse the GeneralPartner or one of its Affiliates for compensation paid to Consultants and Employees forservices rendered for the benefit of the Partnership, such payments or reimbursement paymentsmay be made by the Partnership directly to the General Partner or its Affiliate and, if madeto the General Partner with respect to an Affiliate, will be received by the General Partneras agent for the Affiliate.     17. **Governing Law**. The Plan, all Awards and all actions taken under the Plan and the Awardswill be governed in all respects in accordance with the laws of the State of Delaware, includingwithout limitation the Delaware statute of limitations, but without giving effect to the principlesof conflicts of laws of such State.
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