Unassociated Document

  
    Exhibit
10.1

    


    Form
of Grant

     

     

    EV
Energy Partners, L.P.

     

    Long-Term
Incentive Plan

     

    Grant
of Incentive Units

     

    Grantee                              
 

     

    Grant
Date                             

     

    
      	
              1.

            	
              Grant of
      Incentive Units.  EV Management, LLC (the “Company”)
      hereby grants to you ____
      Incentive Units under the EV Energy Partners, L.P. 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. Each
      Incentive Unit is comprised of three Units which shall be earned and vest
      as set forth below. The Incentive Units granted hereunder expire five
      years from the date of grant.

            


    

     

    
      	
              2.

            	
              Earning and
      Vesting of Units. Subject to the terms of this Grant, you shall be
      entitled to receive Units or a cash payment in lieu of Units upon each
      Incentive Unit vesting and being earned as provided
  herein.

            


    

     

    
      	
               
      

            	
              a.   
      Units
      Earned. Except as otherwise provided in Paragraph 3 below, the
      Incentive Units granted hereunder shall be earned as follows (with such
      Units being earned under each Tranche only upon the first occurrence of
      the achievement of the relevant closing price
  threshold):

            


    

     

    
      	
               
      

            	
              Tranche A: For
      each Incentive Unit granted, a Unit is earned if trading in the Units on
      the Nasdaq Global Market or such other national securities exchange on
      which the Units are then trading closes at greater than $20 per Unit for
      three consecutive days; and

            


    

     

    
      	
               
      

            	
              Tranche B: For
      each Incentive Unit granted, an additional Unit is earned if trading in
      the Units on the Nasdaq Global Market or such other national securities
      exchange on which the Units are then trading closes at greater than $30
      per Unit for three consecutive days;
and

            


    

     

    
      	
               
      

            	
              Tranche C: For
      each Incentive Unit granted, an additional Unit is earned if trading in
      the Units on the Nasdaq Global Market or such other national securities
      exchange on which the Units are then trading closes at greater than $40
      per Unit for three consecutive
days.

            


    

     

    
      	
               
      

            	
              b.   
      Units
      Vested.  Except as otherwise provided in Paragraph 3
      below, the Incentive Units granted hereunder shall vest as
      follows:

            


    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  Vesting
      Date

                                                	
                                                  Cumulative
      

                                                  Vested
      

                                                  Percentage

                                                
	                                
    	 	 
	
                                                  January
      15, 20__

                                                	
                                                  25

                                                	%	 	 	 	 
	
                                                  January
      15, 20__

                                                	
                                                  50

                                                	%	 	 	 	 
	
                                                  January
      15, 20__

                                                	
                                                  75

                                                	%	 	 	 	 
	
                                                  January
      15, 20__

                                                	
                                                  100

                                                	%	 	 	 	 


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      	
               
      

            	
              c.

            	
              Phantom
      Units.  Subject to Paragraph 3, to the extent any
      Incentive Unit vests and then is earned as set forth in paragraph 3.a
      above, you are deemed to have a vested Phantom Unit until the next
      Designated Vesting Date whereupon such vested Phantom Unit shall be
      automatically converted into a Unit. To the extent any Incentive Unit is
      earned prior to vesting, you are deemed to have a Phantom Unit until such
      Incentive Unit vests whereupon such Phantom Unit shall be automatically
      converted into a Unit.

            


    

     

    
      	
               
      

            	
              d.

            	
              Forfeiture
      of Incentive Units Not Earned. To the extent Incentive Units are
      not earned under Tranche A, Tranche B, or Tranche C as set forth in
      paragraph (a) within the five year term of this Agreement, such unearned
      Units will be forfeited even if they have vested at the end of such five
      year term.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              3.

            	
              Events
      Occurring Prior to Regular
Vesting.

            


    

     

    
      	
               
      

            	
              a.

            	
              Death or
      Disability.  If your employment with the Company
      terminates as a result of your death or a Disability, all Incentive Units
      then held by you that have been earned shall automatically become fully
      vested on the Designated Vesting Date that coincides with or immediately
      follows such termination and will be paid in accordance with Paragraph 4.
      All Incentive Units then held by you but which have not been earned as of
      your date of death or Disability shall be forfeited. Except as otherwise
      provided by the Committee, you shall be considered to have a “Disability”
      during the period in which you are unable, by reason of a medically
      determinable physical or mental impairment, to engage in any substantial
      gainful activity, which condition, in the opinion of a physician selected
      by the Committee, is expected to have a duration of not less than 120
      days.

            


    

     

    
      	
               
      

            	
              b.

            	
              Termination by the Company
      other than for Cause.  If your employment is terminated
      by the Company for any reason other than “Cause,” as determined by the
      Company in accordance with its employment policies, all Incentive Units
      then held by you and earned shall automatically become fully vested on the
      Designated Vesting Date that coincides with or immediately follows such
      termination. All Incentive Units then held by you but not earned shall be
      forfeited.

            


    

     

    
      	
               
      

            	
              c.

            	
              Other
      Terminations.  Except as provided in Paragraph 2
      hereof, if you terminate from the Company for any reason other than as
      provided in Paragraphs 3.a and 3.b above, all Incentive Units then
      held by you that are either unvested or unearned shall automatically be
      forfeited without payment upon such
termination.

            


    

     

    
      	
               
      

            	
              d.

            	
              Change of
      Control.  All outstanding Incentive Units held by you
      shall become fully vested upon a Change of Control. If the price per Unit
      in the Change of Control is greater than $20, the Units shall be
      considered earned on the closing date at level A, B or C, depending on the
      price. All Unites that are vested and earned as of the date of closing
      shall be paid to you on such closing date. If the price per Unit in the
      Change of Control is below $20, the Incentive Units are not considered
      earned and you will not receive Units in the Change of Control
      transaction. For purposes of determining the price per Unit received in
      the Change of Control, where the consideration received is other than
      cash, its value shall be determined in good faith by the Board of
      Directors of the Company.

            


    

     

    
      	
               
      

            	
              e.

            	
              Phantom
      Units.  Notwithstanding anything to the contrary in this
      Paragraph 3, all vested Phantom Units held by you upon a termination from
      employment for any reason shall not be forfeited and on the next
      Designated Vesting Date shall automatically convert into the corresponding
      number of Units.

            


    

     

    For
purposes of this Paragraph 3, “employment with the Company” shall include
being an employee of or a consultant to the Company or an
Affiliate.

     

    
      	
              4.

            	
              Payment.
      As soon as administratively practicable after any Designated Vesting Date
      you shall be entitled to receive the applicable number of Units to which
      you may be entitled as set forth in Paragraph 2 above; provided, however, the Company
      has the right in its sole discretion, to pay you an amount of cash equal
      to the Fair Market Value of the Units on the day immediately preceding the
      vesting date (the “Cash-Out
      Price”) in lieu of
      issuing such Units to you (the “Cash-Out
      Right”).  In the event the
      Company elects to exercise its Cash-Out right with respect to any of the
      Incentive Units upon vesting, it shall notify you of its intent to do so
      within five business days prior to the applicable vesting date and shall
      pay the Cash-Out Price (less any amounts required by the Company or an
      Affiliate to meet withholding obligations under applicable law) to you
      within five business days following such vesting
    date.

            


    

     

    
      	
              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 or Phantom Units which you
      may acquire pursuant to this award will not be sold or otherwise disposed
      of in any manner which 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, (ii) the Company
      may refuse to register the transfer of the Units 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 Tax.  To the extent that the grant, earning, vesting
      or payment of an Incentive 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, unless other
      arrangements have been made by you that are acceptable to the Company or
      such Affiliate, 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.  No issuance
      of an unrestricted 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. You may elect to satisfy in
      advance any anticipated tax payments in connection with this Grant by
      authorizing the Company to withhold from the Units otherwise to be
      delivered pursuant to the Award, a number of Units having a Fair Market
      Value, determined as of the Designated Vesting Date, equal to or less than
      such anticipated tax payments. To the extent any Incentive Unit
      vests and then is earned as set forth in paragraph 3.a above, and you are
      deemed to have a vested Phantom Unit, you may elect to satisfy in advance
      any anticipated tax payment by authorizing the Company to withhold from
      the Phantom Units otherwise attributable to you, a number of Phantom Units
      having a Fair Market Value determined as of the date such Phantom Units
      are earned, equal to or less than such anticipated tax payments, and to
      pay such amount to you.

            


    

     

    
      	
              8.

            	
              Change of
      Control.  Change of Control means (i) a merger of the
      Partnership in which the Partnership is not the surviving entity, (ii)
      upon the sale of all or substantially all of the assets of the Partnership
      and its consolidated subsidiaries (taken as one entity) in one transaction
      or a series of related transactions; (iii) a corporation, person, or group
      acting in concert (other than the Company, or any savings, pension, or
      other benefit  for the benefit of employees of the Company, or
      the subsidiaries thereof) (a “Person”)
      as described in Section 14(d)(2) of the Securities Exchange Act of 1934,
      as amended  (the “Exchange
      Act”), other than the current beneficial owners (within the meaning
      of Rule 13d-3 promulgated under the Exchange Act) of and equity interest
      in the profits and losses of EnerVest Management Partners, Ltd., a Texas
      limited partnership, acquires, directly or indirectly, beneficial
      ownership (within the meaning of such Rule 13d-3) of more than 50% of the
      equity interests in the Company then entitled to vote generally in the
      election of the Board of Directors; or (iv) the withdrawal, removal or
      resignation of the Company as the general partner of EV Energy GP. L.P., a
      Delaware limited partnership, or the withdrawal, removal or resignation of
      EV Energy GP, L.P. as the general partner of EV Energy Partners, L.P., a
      Delaware limited partnership.

            


    

     

    
      	
              9.

            	
              Designated
      Vesting Dates.  For purposes of this Agreement the
      “Designated Vesting Dates” shall be each January 15th
      as set forth in Paragraph 2.b.

            


    

     

    
      	
              10.

            	
              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.

            


    

     

    
      	
              11.

            	
              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.

            


    

     

    
      	
              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.  Notwithstanding anything in the Plan or this
      Agreement to the contrary, (a) if the Committee determines that the terms
      of this grant do not, in whole or in part, satisfy the requirements of new
      Section 409A of the Internal Revenue Code, the Committee, in its sole
      discretion, may unilaterally modify this Agreement in such manner as it
      deems appropriate to comply with such section and any regulations or
      guidance issued thereunder, and (b) the Committee, in its sole discretion,
      may unilaterally modify this Agreement in any manner that does not
      materially reduce your benefit.

            


    

     

    
      	
              13.

            	
              Plan
      Governs.  Notwithstanding anything in this Agreement to
      the contrary, the terms of this Agreement shall be subject to the terms of
      the Plan, a copy of which may be obtained by you from the office of the
      Secretary of the Company. Except where the context clearly implies or
      indicates the contrary, capitalized words used herein are as defined in
      the Plan.

            


    

     

    
      	
              14.

            	
              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.

            


    

     

    


    
      
        	 	EV
      Management, LLC	 
	 	 	 	 
	
              	
                By:
      

              	       	 
	 	Name: 	
              	 
	 	Title: