exv10w13b






Exhibit 10.13B




Oxford Resources Partners, LP

Long-Term Incentive Plan




Grant of Phantom Units



	 	 	 

	Grantee:

	 	Jeffrey M. Gutman
	Grant Date:

	 	                    , 200          







	1.	 	Grant of Phantom Units. Oxford Resources GP, LLC (the “Company”) hereby grants to
you                      Phantom Units under the Oxford Resources Partners, LP Long-Term Incentive Plan
(the “Plan”) on the terms and conditions set forth herein and in the Plan, which is
incorporated herein by reference as a part of this Agreement. 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. The Company will endeavor in good faith
not to amend the Plan after the date hereof in a manner that will prejudice any of your rights
under this Agreement or decrease the value of any vested or unvested Phantom Units awarded to
you under this Agreement without your consent, except as set forth in Section 7(b) of the
Plan; provided, however, that, notwithstanding the foregoing commitment, Executive
acknowledges and agrees that the Company has reserved the rights to make any and all
amendments permitted under the terms of the Plan.
	 
	2.	 	Vesting. Except as otherwise provided in Paragraph 3 below, 25% of the Phantom Units
granted hereunder shall be immediately vested on the Grant Date, and 25% of the Phantom Units
Granted hereunder shall vest on each anniversary of the Grant Date.
	 
	3.	 	Events Occurring Prior to Full Vesting.






	 	(a)	 	Death or Disability. If your employment with the Company terminates as
a result of your death or Total and Permanent Disability, the Phantom Units then held
by you automatically will become fully vested upon such termination. For purposes of
this Agreement, your “Total and Permanent Disability” means that you are qualified for
long-term disability benefits under the Company’s long-term disability plan or
insurance policy; or, if no such plan or policy is then in existence or you are not
eligible to participate in such plan or policy, that you, because of a physical or
mental condition resulting from bodily injury, disease, or mental disorder, are unable
to perform your duties of employment for a period of six (6) continuous months, as
determined in good faith by the Committee.
	 
	 	(b)	 	Other Terminations. If your employment with the Company terminates for
any reason other than as provided in Paragraph 3(a) above, all unvested Phantom




 









 












	 	 	 	Units then held by you automatically shall be forfeited without payment upon such
termination.






	(c)	 	Change of Control. All outstanding Phantom Units held by you
automatically shall become fully vested upon a Change of Control.
	 






	 	 	For purposes of this Paragraph 3, “employment with the Company” shall include being an
Employee or a Director of the Company or an Affiliate.
	 
	4.	 	Payment. As soon as administratively practicable after the vesting of a Phantom
Unit, but not later than seven days thereafter, you shall be paid one Unit in settlement of
such Phantom Unit; provided, however, the Committee may, in its sole discretion, direct that a
cash payment be made to you in lieu of the delivery of such Unit. Any such cash payment shall
be equal to the Fair Market Value of the Unit on the day immediately preceding the payment
date. If more than one Phantom Unit vests at the same time, the Committee may elect to settle
such vested Award in Units, cash or any combination thereof, in its discretion. Prior to the
consummation of any initial public offering of Units by the Partnership, if the Committee
determines, in its sole discretion, to deliver Units in settlement of a vested Phantom
Unit(s), you shall be required to execute, as a condition of delivery of such Units, a
Unitholder’s agreement in a form approved by the Committee (the “Unitholder’s Agreement”).
The Unitholder’s Agreement may contain (i) restrictions on your transfer and sale of such
Units, (ii) obligations for you to sell such Units in connection with a sale of interests in
the Partnership by the Company, AIM Oxford Holdings, LLC or their respective Affiliates and
(iii) such other restrictions and obligations as the Committee determines, in its sole
discretion, to impose, all of which will be applicable prior to the consummation of any
initial public offering of Units by the Partnership. If you fail to execute such Unitholder’s
Agreement within the deadline established by the Committee therefor, the vested Phantom Unit
as to which such Unitholder’s Agreement was required will be cancelled without payment of any
consideration therefor.
	 
	5.	 	Limitations Upon Transfer. All rights under this Agreement shall belong to you alone
and may not be transferred, assigned, pledged, or hypothecated by you in any way (whether by
operation of law or otherwise), other than by will or the laws of descent and distribution and
shall not be subject to execution, attachment, or similar process. Upon any attempt by you to
transfer, assign, pledge, hypothecate, or otherwise dispose of such rights contrary to the
provisions in this Agreement or the Plan, or upon the levy of any attachment or similar
process upon such rights, such rights shall immediately become null and void.
	 
	6.	 	Restrictions. By accepting this grant, you agree that any Units that you may acquire
upon payment of this Award will not be sold or otherwise disposed of in any manner that would
constitute a violation of any applicable federal or state securities laws. You also agree
that (i) the certificates representing the Units acquired under this Award may bear such
legend or legends as the Committee deems appropriate in order to assure compliance with
applicable securities laws and any restrictions set forth in a Unitholder’s Agreement, (ii)
the Company may refuse to register the transfer of the Units to be




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	 	 	acquired under this Award on the transfer records of the Partnership if such proposed
transfer would in the opinion of counsel satisfactory to the Partnership constitute a
violation of any applicable securities law, and (iii) the Partnership may give related
instructions to its transfer agent, if any, to stop registration of the transfer of the
Units to be acquired under this Award.






	7.	 	Withholding of Taxes. To the extent that the grant, vesting or payment of a Phantom
Unit results in the receipt of compensation by you with respect to which the Company or an
Affiliate has a tax withholding obligation pursuant to applicable law, then (i) you shall
deliver to the Company or the Affiliate such amount of money as the Company or the Affiliate
may require to meet its withholding obligations under such applicable law, (ii) the Company
may, at your request, and unless compliance with your request would impair the financial
condition of the Company (as determined by the Board, in its sole reasonable discretion),
withhold from any cash or Unit remuneration (including withholding any Units to be distributed
to you under this Agreement) then or thereafter payable to you any tax required to be withheld
by reason of such receipt of compensation, or (iii) such obligation may be satisfied under
other arrangements that have been made by you and that are acceptable to the Company or such
Affiliate. Notwithstanding the foregoing, if none of the foregoing methods of satisfying your
liability with respect to the Company’s withholding obligation have been employed within a
reasonable time after you are notified of such tax withholding obligation, the Company is
authorized to withhold from any cash or Unit remuneration (including withholding any Units to
be distributed to you under this Agreement) then or thereafter payable to you any tax required
to be withheld by reason of such resulting compensation income. No payment of a vested
Phantom Unit shall be made pursuant to this Agreement until you have paid or made arrangements
approved by the Company or the Affiliate to satisfy in full the applicable tax withholding
requirements of the Company or Affiliate with respect to such event.
	 
	8.	 	Rights as Unitholder. You, or your executor, administrator, heirs, or legatees shall
have the right to vote and receive distributions on Units and all the other privileges of a
unitholder of the Partnership only from the date of issuance of a Unit certificate in your
name representing payment of a vested Phantom Unit.
	 
	9.	 	Insider Trading Policy. The terms of the Company’s Insider Trading Policy with
respect to Units are incorporated herein by reference. The timing of the delivery of any
Units pursuant to a vested Phantom Unit shall be subject to and comply with such Policy.
	 
	10.	 	Binding Effect. This Agreement shall be binding upon and inure to the benefit of any
successor or successors of the Company and upon any person lawfully claiming under you.
	 
	11.	 	Entire Agreement. Subject to the terms of any written employment or severance
agreement between you and the Company in effect on your date of termination (“Employment
Agreement”) concerning the vesting of equity-based awards, this Agreement constitutes the
entire agreement of the parties with regard to the subject matter hereof, and contains all the
covenants, promises, representations, warranties and




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	 	 	agreements between the parties with respect to the Award granted hereby. To the extent such
vesting terms of the Employment Agreement are more favorable to you than the vesting terms
of this Agreement, the vesting terms of the Employment Agreement shall control.






	12.	 	Modifications. Except as provided below, any modification of this Agreement shall be
effective only if it is in writing and signed by both you and an authorized officer of the
Company.
	 
	13.	 	Governing Law. This grant shall be governed by, and construed in accordance with,
the laws of the State of Delaware, without regard to conflicts of laws principles thereof.





	 	 	 	 	 
	 	

OXFORD RESOURCES GP, LLC 

 	 
	 	By:  	 	 
	 	Name: 	 	 
	 	Title: 	 	 
	 
	 	 	 
	 	
 	 
	 	JEFFREY M. GUTMAN 	 
	 	 	 
	 




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