Exhibit 10.1


 


BUCKEYE PARTNERS, L.P.


 


2009 LONG-TERM INCENTIVE PLAN


 


Effective January 1, 2009


 


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  	 

	
  1.

  	
  Purpose and Design

  	
  1

  	 

	 
	
   

  	
   

  	
   

  
	 
	
  2.

  	
  Definitions

  	
  1

  
	 
	
   

  	
   

  	
   

  
	 
	
  3.

  	
  Grants and Maximum Number of Units Available for Grants

  	
  4

  
	 
	
   

  	
   

  	
   

  
	 
	
  4.

  	
  Duration of the Plan

  	
  4

  
	 
	
   

  	
   

  	
   

  
	 
	
  5.

  	
  Administration

  	
  4

  
	 
	
   

  	
   

  	
   

  
	 
	
  6.

  	
  Eligibility

  	
  5

  
	 
	
   

  	
   

  	
   

  
	 
	
  7.

  	
  Phantom Units and Performance Units

  	
  5

  
	 
	
   

  	
   

  	
   

  
	 
	
  8.

  	
  Distribution Equivalent Rights

  	
  6

  
	 
	
   

  	
   

  	
   

  
	 
	
  9.

  	
  Requirements for Performance Goals and Performance Periods

  	
  7

  
	 
	
   

  	
   

  	
   

  
	 
	
  10.

  	
  Non-transferability and Compliance with Rule 16b-3

  	
  8

  
	 
	
   

  	
   

  	
   

  
	 
	
  11.

  	
  Consequences of a Change of Control

  	
  8

  
	 
	
   

  	
   

  	
   

  
	 
	
  12.

  	
  Adjustment of Number and Price of Units, Etc

  	
  8

  
	 
	
   

  	
   

  	
   

  
	 
	
  13.

  	
  Limitation of Rights

  	
  8

  
	 
	
   

  	
   

  	
   

  
	 
	
  14.

  	
  Amendment or Termination of Plan

  	
  8

  
	 
	
   

  	
   

  	
   

  
	 
	
  15.

  	
  Tax Withholding and Code Section 409A

  	
  9

  
	 
	
   

  	
   

  	
   

  
	 
	
  16.

  	
  Governmental Approval

  	
  9

  
	 
	
   

  	
   

  	
   

  
	 
	
  17.

  	
  Effective Date of Plan

  	
  9

  
	 
	
   

  	
   

  	
   

  
	 
	
  18.

  	
  Successors

  	
  9

  
	 
	
   

  	
   

  	
   

  
	 
	
  19.

  	
  Headings and Captions

  	
  9

  
	 
	
   

  	
   

  	
   

  
	 
	
  20.

  	
  Governing Law

  	
  9

  
							



 


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BUCKEYE PARTNERS, L.P.


2009 LONG-TERM INCENTIVE PLAN


 


1.     Purpose and Design


 


The purpose of this Plan is
to assist Buckeye Partners, L.P., Buckeye GP LLC, the Partnership’s general
partner, and Affiliates in attracting and retaining employees of outstanding
competence and to enable selected officers and key employees of the
Partnership, the Company and Affiliates to acquire or increase ownership
interests in the Partnership on a basis that will encourage them to perform at
increasing levels of effectiveness and to use their best efforts to promote the
growth and profitability of the Partnership. 
The Plan is designed to align directly long-term executive compensation
with tangible, direct and identifiable benefits realized by Buckeye Partners,
L.P. Unit holders.


 


2.     Definitions


 


Whenever used in this Plan,
the following terms will have the respective meanings set forth below:


 


2.1           “Account” means a bookkeeping account established on
the records of the Company to record a Participant’s interests under the Plan.


 


2.2           “Affiliate” will have the meaning ascribed to such term
in Rule 12b-2 of the General Rules under the Exchange Act.  Notwithstanding the foregoing, Buckeye Pipe
Line Services Company shall be considered an Affiliate of the Company and any
reference to an Affiliate in this Plan shall include an Affiliate of the
Company or the Partnership, as applicable.


 


2.3           “Board” means the Company’s Board of Directors as
constituted from time to time.


 


2.4           “Cause” shall mean, except to the extent specified
otherwise by the Committee, a finding by the Committee that the Participant
(i) has materially breached his or her employment, severance or service
contract with the Company, Partnership or Affiliate, (ii) has engaged in
disloyalty to the Company, Partnership or Affiliate, including, without
limitation, fraud, embezzlement, theft, commission of a felony or proven
dishonesty, (iii) has disclosed trade secrets or confidential information
of the Company, Partnership or Affiliate to persons not entitled to receive
such information, or (iv) has breached any written non-competition,
non-solicitation, invention assignment or confidentiality agreement between the
Participant and the Company, Partnership or Affiliate.


 


2.5           “Change of Control” shall mean the occurrence of one or more of
the following transactions:


 


(a)           the sale or disposal by the Partnership of all or substantially all of
its assets; or


 


(b)           the merger or consolidation of the Partnership with or into another
partnership, corporation, or other entity, other than a merger or consolidation
in which the Unit holders immediately prior to such transaction retain at least
a fifty percent (50%) equity interest in the surviving entity; or


 


(c)           the occurrence of one or more of the following events:


 


(i)            the Company ceases to be the sole general
partner of the Partnership;


 


(ii)           Buckeye GP Holdings L.P. ceases to own and
control, directly or indirectly, 100% of the outstanding equity interests of
the Company;


 


(iii)          MainLine Management LLC ceases to be the sole
general partner of Buckeye GP Holdings L.P.; or


 


(iv)          BGH GP Holdings, LLC ceases to own and
control, directly or indirectly, 100% of the outstanding equity interests of
MainLine Management LLC;


 


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provided, however, that none of the events described in this clause (c) shall constitute
a Change of Control if, following such event, either ArcLight Capital Partners,
LLC and its affiliates (“ArcLight”) or Kelso & Company and its
affiliates (“Kelso”) possess, or both ArcLight and Kelso collectively possess,
directly or indirectly, the power to direct or cause the direction of the
management and policies of the Partnership, whether through the ownership of
voting securities, by contract, or otherwise; or


 


(d)           the failure of ArcLight and Kelso collectively to possess, directly or
indirectly, the power to direct or cause the direction of the management and
policies of the Partnership, whether through the ownership of voting
securities, by contract, or otherwise.


 


2.6           “Change of Control Period” shall mean the period commencing on the date
of a Change of Control and ending eighteen (18) calendar months following a
Change of Control.


 


2.7           “Code” means the Internal
Revenue Code of 1986, as amended and the regulations promulgated thereunder.


 


2.8           “Committee” means the Compensation Committee of the
Board or its successor.


 


2.9           “Company” means Buckeye GP LLC, a Delaware limited
liability company, and any successor thereto.


 


2.10         “Comparison Group” means the group selected by the Committee
and consisting of the Partnership and such other entities deemed by the
Committee (in its sole discretion) to be reasonably comparable to the
Partnership.


 


2.11         “Date of Grant” means the effective date on which a Grant is
made to a Participant as set forth in the applicable Grant Letter.


 


2.12         “Disability” or “Disabled”
means a Participant becoming disabled within the meaning of section
22(e)(3) of the Code, a long-term disability as determined under the
long-term disability plan of the Company, the Partnership or an Affiliate,
which is applicable to the Participant, or as otherwise determined by the
Committee.  Notwithstanding the
foregoing, no payment shall be made to a Participant on account of Disability
unless a Participant becomes disabled within the meaning of such term under
section 409A(a)(2)(C) of the Code.


 


2.13         “Distribution Equivalent
Rights” means an amount
determined by multiplying the number of Units granted to a Participant, subject
to any adjustment under Section 12, by the per-Unit cash distribution, or
the per-Unit fair market value (as determined by the Committee) of any
distribution in consideration other than cash, paid by the Partnership on its
Units.


 


2.14         “Employee” means a regular full-time salaried employee
of the Company or an Affiliate who performs services directly or indirectly for
the benefit of the Partnership.


 


2.15         “Exchange Act” means the Securities Exchange Act of 1934,
as amended.


 


2.16         “Fair Market Value” of a Unit means the average, rounded to one
cent ($0.01), of the highest and lowest sales prices thereof on the New York Stock
Exchange on the day on which Fair Market Value is being determined, as reported
on the Composite Tape for transactions on the New York Stock Exchange. In the
event that there are no Unit transactions on the New York Stock Exchange on
such day, the Fair Market Value will be determined as of the immediately
preceding day on which there were Unit transactions on that exchange.  If a Unit is not publicly traded or, if
publicly traded, is not subject to reported transactions as set forth above,
the Fair Market Value per share shall be as determined by the Committee through
any reasonable valuation method.


 


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2.17         “Good Reason” shall mean the occurrence, without the
Participant’s express written consent, of any of the following events during
the Change in Control Period:


 


(a)           a substantial adverse change in the Participant’s duties or
responsibilities from those in effect on the date immediately preceding the
first day of the Change of Control Period;


 


(b)           a material reduction in Participant’s annual rate of base salary or
annual bonus opportunity as in effect immediately prior to commencement of a
Change of Control Period; or


 


(c)           requiring Participant to be based at a location more than 100 miles
from the Participant’s primary work location as it existed on the date
immediately preceding the first day of the Change of Control Period, except for
required travel substantially consistent with the Participant’s present
business obligations.


 


                Notwithstanding
the foregoing, Participant shall not have Good Reason for termination unless
(A) Participant gives written notice of termination for Good Reason within
30 days after the event giving rise to Good Reason occurs, (B) the Company
does not cure the action or failure to act that constitutes the grounds for
Good Reason, as set forth in Participant’s notice of termination, within 30
days after the date on which Participant gives written notice of termination
and (C) Participant actually resigns within 60 days following the
expiration of the Company’s 30-day cure period.


 


2.18         “Grant” means a grant of one or more Performance
Units or Phantom Units pursuant to the Plan and any tandem Distribution
Equivalent Rights awarded with respect to such Grant.


 


2.19         “Grant Letter” means the
written instrument that sets forth the terms and conditions of a Grant,
including all amendments thereto.


 


2.20         “Participant” means an Employee or an independent director
(as set forth in Section 6 below) designated by the Committee to
participate in the Plan.


 


2.21         “Partnership” means Buckeye Partners, L.P., a Delaware
limited partnership or any successor thereto.


 


2.22         “Performance Goal” means the goal or goals and other objectives
established by the Committee for a Performance Period, for the purpose of
determining when a Grant subject to such objectives is earned.  All Performance Goals must meet the
requirements of Section 9.


 


2.23         “Performance Period” means the period of one or more calendar
years during which performance will be measured for Performance Units or tandem
Distribution Equivalent Rights, as specified by the Committee.  Performance Periods must meet the
requirements of Section 9.


 


2.24         “Performance Unit” means a notional Unit that is subject to the
attainment of one or more Performance Goals established by the Committee and
described in Section 9 and which upon vesting entitles a Participant to
receive a Unit (or a fraction or a multiple thereof as determined based on the
Performance Goal) or, if provided by the Committee in the Grant Letter, an
amount in cash equal to the Fair Market Value of a Unit (or a fraction or a
multiple thereof as determined based on the Performance Goal).


 


2.25         “Phantom Unit” means a notional Unit granted under the Plan
that is subject to service-based restrictions or other conditions established
by the Committee in its discretion and which upon vesting entitles a
Participant to receive a Unit or, if provided by the Committee in the Grant
Letter, an amount in cash equal to the Fair Market Value of a Unit.


 


2.26         “Plan” means the Buckeye Partners, L.P. 2009
Long-Term Incentive Plan as stated herein, including any amendments or
modifications thereto.


 


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2.27         “Restriction Period” means the period of one or more calendar
years during which Phantom Units or tandem Distribution Equivalent Rights, if
applicable, shall be subject to restrictions or conditions, including any other
period specified in the Grant Letter.


 


2.28         “Retirement” means separation from employment other than
for Cause (i) at or after age 65, or (ii) before age 65 provided the
Participant has at the time of such termination satisfied the age and vesting
requirements for normal or early retirement pursuant to the terms of any
“defined benefit plan” (as such term is defined in Section 3(35) of the
Employee Retirement Income Security Act of 1974, as amended, or any successor
provision) maintained by the Partnership, the Company or any Affiliate in which
the Participant participates, or (iii) if the Participant does not
participate at the time of such termination in such a “defined benefit plan,”
at or after age 55 and before age 65 provided the Participant has been employed
by the Partnership, the Company or any Affiliate for at least five full years.


 


2.29         “Unit” means a unit representing a limited
partnership interest in the Partnership.


 


3.     Grants and Maximum Number of
Units Available for Grants


 


(a)           Grants under the Plan may consist of Phantom Units, Performance Units
and/or tandem Distribution Equivalent Rights. 
All Grants shall be subject to the terms and conditions set forth herein
and to such other terms and conditions consistent with this Plan as the
Committee deems appropriate and as are specified in writing by the Committee to
the individual in the Grant Letter.  All
Grants shall be made conditional upon the Participant’s acknowledgement, in
writing or by acceptance of the Grant, that all decisions and determinations of
the Committee shall be final and binding on the Participant, his or her
beneficiaries and any other person having or claiming an interest under such
Grant.  Grants under a particular
Section of the Plan need not be uniform as among the Participants.


 


(b)           The number of Units that may be granted under this Plan may not exceed
1,500,000 in the aggregate, subject, however, to the adjustment provisions of
Section 12 below. With regard to grants to any one individual in a
calendar year, the number of Units that may be issued will not exceed
100,000.  If Units are forfeited,
terminated or otherwise not paid in full, the Units subject to such Grant shall
again be available for purposes of the Plan. Units may be (i) previously
issued and outstanding Units, (ii) newly issued Units, or (iii) a
combination of each.


 


4.     Duration of the Plan


 


The Plan will remain in
effect until all Units subject to the Plan have been issued and transferred to
Participants.


 


5.     Administration


 


(a)           The Plan will be administered by the Committee. The Committee may
delegate authority to one or more subcommittees, as it deems appropriate.  Subject to the express provisions of the
Plan, the Committee will have authority, in its complete discretion, to
determine the Employees to whom, and the time or times at which grants will be
made.  In making such determinations, the
Committee may take into account the nature of the services rendered by an
Employee, the present and potential contributions of the Employee to the
Partnership’s success and such other factors as the Committee in its discretion
deems relevant. All powers of the Committee shall be executed in its sole
discretion, in the best interest of the Partnership, not as a fiduciary, and in
keeping with the objectives of the Plan and need not be uniform as to similarly
situated individuals.  No member of the
Committee shall be liable for any action, determination or omission taken or
made in good faith with respect to the Plan or any grant hereunder.


 


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(b)           Subject to the express provisions of the Plan, the Committee will also have
authority, in its complete discretion, to (i) construe and interpret the
Plan, (ii) to prescribe, amend and rescind rules and regulations
relating to the Plan, (iii) to determine the terms and provisions of the
restrictions relating to Grants (none of which need be identical), and
(iv) to make all other determinations (including factual determinations)
necessary or advisable for the orderly administration of the Plan.  The Grant Letter shall set forth the terms of
each Grant.  Each Participant’s receipt
of a Grant Letter shall constitute that Participant’s acknowledgement and
acceptance of the terms of the Plan and the Grant and the Committee’s authority
and discretion.


 


6.     Eligibility


 


Grants hereunder may be made
to Employees who, in the sole judgment of the Committee, are individuals who
are in a position to significantly participate in the development and
implementation of the Company’s strategic plans for the Partnership and thereby
contribute materially to the continued growth and development of the
Partnership and to its future financial success.  Grants hereunder may also be made to
independent members of the board of directors of the Company or Mainline
Management LLC as determined by the Committee in its sole discretion.  For purposes of this section independent
directors shall be those members of the applicable board of directors who are
“independent,” as defined in the Corporate Governance Guidelines of the
Partnership or of Buckeye GP Holdings, L.P., the Company’s parent company, as
applicable..


 


7.     Phantom Units and Performance Units


 


7.1           Grant of Units. Subject to the provisions of
Section 3, Phantom Units or Performance Units may be granted to
Participants at any time and from time to time as may be determined by the
Committee.  The Committee may, in its
sole and absolute discretion, establish a program pursuant to which Phantom
Units or Performance Units may be awarded, subject to terms and conditions
established by the Committee, at the election of a Participant in lieu of cash
compensation.  Phantom Units or
Performance Units may be granted with or without Distribution Equivalent Rights
as determined by the Committee.  Units
issued or transferred pursuant to awards of Phantom Units or Performance Units
may be issued or transferred for consideration or for no consideration, and
will be subject to all requirements set forth in the Grant Letter.


 


7.2           Restrictions on Phantom
Units.  Unless a different vesting schedule is
established by the Committee in the Grant Letter, Phantom Units shall vest according
to the following schedule based on the years of service of a Participant after
the Date of Grant.


 




	
  Restriction Period

  	
   

  	
  Percentage
  of Phantom Units That Vest

  	
   

  
	
  Less than Three Years from
  Date of Grant

  	
   

  	
  0

  	
  %

  
	
  Three Years or More from
  Date of Grant

  	
   

  	
  100

  	
  %

  






 


The Committee may also
provide for vesting of Phantom Units based on the acceptance of employment or
commencement of employment with the Partnership, the Company or Affiliates, as
determined by the Committee in its sole discretion.


 


7.3           Restrictions on Performance
Units.  Unless a different vesting schedule is set
forth in the Grant Letter, Performance Units shall vest based on the
achievement of Performance Goals over a three-year Performance Period.  At the end of a Performance Period, each
Performance Unit shall be settled based upon the attainment of the
pre-established Performance Goals as certified by the Committee in writing in
accordance with Section 9 and the Units or amount payable in respect of
each Performance Unit shall be determined by multiplying each Performance Unit
granted by a payout performance multiplier of between 0%-200%, which shall be
determined based upon actual performance compared to the pre-established
Performance Goal.


 


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7.4           Requirement of Employment.  After
the restrictions on a Participant’s Phantom Units or Performance Units vest
according to the schedule in Section 7.2 and 7.3, the Phantom Units or
Performance Units shall be payable after the end of the Restriction Period or
Performance Period, according to the terms set forth in the Grant Letter, but
no later than the later of the end of the calendar year or the 15th day of the
third month following the end of the Restriction Period or Performance Period,
as applicable.  Except as otherwise
provided by the Committee, if the Participant ceases to be an Employee before
the end of the Restriction Period or Performance Period, the Participant’s
Phantom Units or Performance Units will terminate as to all Units covered by
the Grant as to which the restrictions have not vested, except as provided
below.


 


7.5           Termination for Cause;
Voluntary Termination.  In the event a Participant’s ceases to be
employed by, or provide service to the Company, Partnership or Affiliate either
(i) for termination for Cause or (ii) voluntarily on the part of the
Participant, any and all Phantom Units or Performance Units not then vested
shall be forfeited as of the date the Participant ceases to be employed by, or
provide service to the Company, Partnership or Affiliate.  The Committee may, however, provide for
complete or partial exceptions to this requirement as it deems appropriate.


 


7.6           Retirement or Termination
without Cause, Death or Disability.  Unless otherwise provided by
the Committee in the Grant Letter, if a Participant holding Phantom Units or
Performance Units ceases to be an Employee by reason of (i) Retirement or
termination without Cause, (ii) Disability, or (iii) death, the
Phantom Units or Performance Units held by such Participant will vest pursuant
to the following:


 


(i)            Retirement or Termination
without Cause.  If a Participant terminates employment on
account of Retirement, or the Participant’s employment is terminated by the
Company, Partnership or Affiliate without Cause, such Participant’s Phantom
Units will vest on a prorated basis, based on the portion of the Restriction
Period during which the Participant was employed by the Company, Partnership or
Affiliate and be paid as soon as practicable thereafter, and Performance Units
will vest on a prorated portion based on the actual performance results for the
Performance Period, prorated for the portion of the Performance Period during
which the Participant was employed by the Company, Partnership or Affiliate,
and be paid as soon as practicable thereafter. 
The Committee may, however, provide for complete or partial exceptions
to this requirement as it deems appropriate.


 


(ii)           Disability.  If a
Participant is determined to be Disabled, such Participant’s Phantom Units will
immediately vest and be paid as soon as practicable thereafter and Performance
Units will vest and be paid immediately based on a payout performance
multiplier of 100%.


 


(iii)          Death.  In
the event of the death of a Participant while employed by the Company, Partnership
or Affiliate, such Participant’s Phantom Units will immediately vest and be
paid as soon as practicable thereafter and Performance Units will vest and be
paid immediately based on a payout performance multiplier of 100%.


 


7.7           Form of Payment for
Units. Phantom Units and
Performance Units will be settled by the delivery of Units, provided that, the
Committee will have the discretion to provide in a Grant Letter that payment in
settlement of Phantom Units or Performance Units for a Participant will be paid
in cash based on the Fair Market Value of the Units otherwise deliverable, or
partly in Units and partly in cash.


 


8.     Distribution Equivalent Rights


 


8.1           Amount of Distribution
Equivalents Credited. If the
Committee so specifies when granting Phantom Units or Performance Units, from
the Date of Grant of Phantom Units or Performance Units to a Participant until
the date on which the Phantom Units or Performance Units are paid, the


 


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Company will maintain an
Account for such Participant and will credit on each payment date for the
payment of a distribution made by the Partnership on its Units an amount equal
to the Distribution Equivalent Rights associated with such Phantom Units or
Performance Units.


 


8.2           Payment of Credited
Distribution Equivalent Rights.  Distribution Equivalent Rights will be paid
upon such terms as the Committee determines, including, without limitation the
Performance Goals prescribed in accordance with Section 9.


 


8.3           Timing of Payment of
Distribution Equivalent Rights.  Except as otherwise determined by the
Committee or set forth in the Grant Letter, Distribution Equivalent Rights
shall be paid on Phantom Units or Performance Units as follows:


 


(a)           Phantom Units. 
Distribution Equivalent Rights shall be paid on Phantom Units, whether
vested or not vested, as soon as practicable following the payment of a
distribution made by the Partnership on its Units in accordance with this
Section.  A Participant will receive the
aggregate amount of the Participant’s Distribution Equivalent Rights in cash,
or in Units as determined by the Committee in its discretion.


 


(b)           Performance Units. Distribution Equivalent Rights shall be
paid at the same time and under the same conditions as the underlying Performance
Units are paid.  No payments of
Distribution Equivalent Rights will be made (A) prior to the end of the
Performance Period set forth in the Grant Letter or (B) to any Participant
whose employment by the Company terminates prior to the end of the Performance
Period for any reason other than Retirement, death, Disability or involuntary
termination without Cause.  A Participant
will receive the aggregate amount of the Participant’s Distribution Equivalent
Rights in cash, or in Units as determined by the Committee in its discretion,
as soon as practicable after the end of the applicable Performance Period.


 


9.     Requirements for Performance Goals and Performance Periods


 


9.1           Requirements for
Performance Goals.  When Performance Units or tandem Distributions
Equivalent Rights are granted, the Committee will establish in writing
Performance Goals either before the beginning of the Performance Period or
during a period ending no later than the earlier of (i) 90 days after the
beginning of the Performance Period or (ii) the date on which 25% of the
Performance Period has elapsed.  The
Performance Goals must specify (A) the Performance Goal(s) that must
be met in order for restrictions on the Performance Units to vest or the
Distribution Equivalent Rights to be paid, (B) the Performance Period
during which performance will be measured, (C) the maximum amounts that
may be paid if the Performance Goals are met, and (D) any other conditions
that the Committee deems appropriate and consistent with the Plan, including
the time of payment and other requirements.


 


9.2           Criteria Used for
Performance Goals.  The Committee will use objectively
determinable business criteria for the Performance Goals based on one or more
of the following criteria:  Unit price,
earnings per Unit, net earnings, operating earnings, return on assets, total
Unit holder return, return on equity, growth in assets, unit volume, cash flow,
market share, distribution growth, distributable cash flow, relative
performance to a Comparison Group, or strategic business criteria, including,
but not limited to, meeting specified revenue goals, business expansion goals,
cost targets or goals relating to acquisitions or divestitures.  The Performance Goals may relate to the
Participant’s business unit or the performance of the Partnership as a whole,
or any combination of the foregoing. 
Performance Goals need not be uniform as among Participants.


 


9.3           Forfeitures.  If
and to the extent that all requirements of the Performance Goals and Grant
Letter are not met, grants of Performance Units and Distribution Equivalent
Rights will be forfeited, except as otherwise provided by the Committee with
respect to a Participant who is not a covered employee as defined and set forth
under Code section 162(m).


 


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10.  Non-transferability and Compliance with
Rule 16b-3


 


Only the Participant may
exercise rights under a Grant during the Participant’s lifetime.  A Participant may not transfer those rights
except (i) by will or by the laws of descent and distribution or
(ii) pursuant to a domestic relations order.  The Committee may impose such conditions on
Grants as may be necessary to satisfy the requirements of Rule 16b-3 under
the Exchange Act.


 


11.  Consequences of a Change of Control


 


In the event a Change of
Control occurs while the Participant is employed by, or providing services to
the Company, Partnership or Affiliate, and (i) the Participant is
terminated without Cause during the Change of Control Period or (ii) the
Participant resigns for Good Reason, such Participant’s Phantom Units (and any
unpaid Distribution Equivalent Rights) will immediately vest and be paid within
the 30-day period following such termination of employment and Performance
Units (and any associated Distribution Equivalent Rights) will vest and be paid
based on a payout performance multiplier of 100% within the 30-day period
following such termination of employment.


 


12.  Adjustment of Number and Price of Units, Etc.


 


If there is any change in
the number or kind of Units outstanding (i) by reason of a Unit
distribution, spinoff, recapitalization, Unit split, or combination or exchange
of Units, (ii) by reason of a merger, reorganization, consolidation or
reclassification, or (iii) by reason of any other extraordinary or unusual
event affecting the outstanding Units as a class without the Company’s receipt
of consideration, or if the value of outstanding Units is substantially reduced
as result of a spinoff or the Company’s payment of any extraordinary distribution,
the maximum number of Units available for issuance under the Plan, the maximum
number of Units for which any individual may receive Grants in any year, the
kind and number of Units covered by outstanding Grants, the kind and number of
Units to be issued or issuable under the Plan, and the applicable market value
of outstanding Grants shall be required to be equitably adjusted by the
Committee to reflect any increase or decrease in the number of, or change in
the kind or value of, issued Units to preclude, to the extent practicable, the
enlargement or dilution of rights and benefits under the Plan and such
outstanding Grants; provided, however, than any fractional Units resulting from
such adjustment shall be eliminated.  Any
adjustments determined by the Committee shall be final, binding and conclusive.


 


13.  Limitation of Rights


 


Nothing contained in this
Plan will be construed to give an Employee or independent director any right to
a Grant hereunder except as may be authorized in the discretion of the
Committee.  A Grant under this Plan will
not constitute or be evidence of any agreement or understanding, expressed or
implied, that the Company, Partnership or any Affiliate will employ a
Participant for any specified period of time, in any specific position or at
any particular rate of remuneration.


 


14.  Amendment or Termination of Plan


 


The Committee shall have
complete and exclusive power and authority to terminate or amend the Plan and
the Committee may amend outstanding awards issued under the Plan in any or all
aspects whatsoever not inconsistent with the terms of the Plan; provided,
however, that no such termination or amendment shall adversely affect the
rights of a Participant with respect to awards at the time outstanding under
the Plan unless the Participant consents to such amendment; and provided,
further, that the Committee shall not, without the approval of the Unit
holders, amend the Plan to (i) materially increase the maximum number of
Units which may be issued under the Plan, except for permissible adjustments
under Section 12, (ii) materially increase the benefits accruing to
individuals


 


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who participate in the Plan,
or (iii) materially modify the eligibility requirements for the grant of
Units under the Plan.


 


15.  Tax Withholding and Code Section 409A


 


Upon the vesting of
restrictions on Phantom Units or Performance Units, the Company will require
the recipient to remit to the Company an amount sufficient to satisfy federal,
state and local withholding tax requirements. 
However, to the extent authorized by rules and regulations of the
Committee, the Company may withhold Units and make cash payments in respect
thereof in satisfaction of a recipient’s tax obligations in an amount that does
not exceed the recipient’s minimum applicable withholding tax obligations.  Notwithstanding any provision to the
contrary, all provisions of this Plan shall be construed and interpreted to
comply with Code section 409A and applicable regulations thereunder and if
necessary, any provision shall be held null and void to the extent such
provision (or part thereof) fails to comply with Code section 409A or
regulations thereunder.  For purposes of
the limitations on nonqualified deferred compensation under Code section 409A,
each payment of compensation under this Plan shall be treated as a separate
payment of compensation for purposes of applying the deferral election
rules and the exclusion for certain short-term deferral amounts under Code
section 409A.  To the extent that
deferred compensation subject to the requirements of Code section 409A becomes
payable under this Plan to a “specified employee” (within the meaning of Code
section 409A) on account of separation from service, any such payments shall be
delayed by six months to the extent necessary to comply with the requirements
of Code section 409A, but not beyond the death of the Participant.


 


16.  Governmental Approval


 


Each grant of Units will be
subject to the requirement that if at any time the listing, registration or
qualification of the Units covered thereby upon any securities exchange, or
under any state or federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition of or in connection
with the awarding of such grant of Units, then no such grant may be paid in
whole or in part unless and until such listing, registration, qualification,
consent or approval has been effected or obtained free of any conditions not
acceptable to the Board.


 


17.  Effective Date of Plan


 


This Plan will become
effective as of January 1, 2009, subject to approval by the Partnership’s
Unit holders.  The Plan shall remain in
effect until the earlier of (a) the termination of the Plan by action of
the Board or the Committee, or (b) the 10th anniversary of the effective
date.


 


18.  Successors


 


This Plan will be binding
upon and inure to the benefit of the Partnership, the Company, and their
successors and assigns and the Participant and his heirs, executors,
administrators and legal representatives.


 


19.  Headings and Captions


 


The headings and captions
herein are provided for reference and convenience only, shall not be considered
part of the Plan, and shall not be employed in the construction of the Plan.


 


20.  Governing Law


 


The validity, construction,
interpretation and effect of the Plan will be governed exclusively by and
determined in accordance with the law of the State of Delaware.


 


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