exh10-15.htm


    Exhibit
10.15

     

    SEMGROUP
ENERGY PARTNERS G.P., L.L.C.

    LONG-TERM
INCENTIVE PLAN

    


    EMPLOYEE
PHANTOM UNIT AGREEMENT

     

    This
Phantom Unit Agreement (“Agreement”) between SemGroup Energy Partners G.P.,
L.L.C. (the “Company”) and [___________] (the “Participant”), regarding an award
(“Award”) of 30,000 Phantom Units (as defined in the SemGroup Energy Partners
G.P., L.L.C. Long-Term Incentive Plan (the “Plan”)) granted to the Participant
on March __, 2009 (the “Grant Date”), such number of Phantom Units subject to
adjustment as provided in the Plan, and further subject to the following terms
and conditions:

     

    1. Relationship to
Plan.  This Award is subject to all of the terms, conditions
and provisions of the Plan and administrative interpretations thereunder, if
any, which have been adopted by the Committee thereunder and are in effect on
the date hereof.  Except as otherwise provided herein, capitalized
terms shall have the same meanings ascribed to them under the Plan.

     

    2. Definitions.

     

    “Cause” means (i) conviction
of the Participant by a court of competent jurisdiction of any felony or a crime
involving moral turpitude; (ii) the Participant’s willful and intentional
failure or willful and intentional refusal to follow reasonable and lawful
instructions of the Board; (iii) the Participant’s material breach or default in
the performance of his obligations under this Agreement; or (iv) the
Participant’s act of misappropriation, embezzlement, intentional fraud or
similar conduct involving the Company or any of its Affiliates.

    


    “Disability” means the
Participant either (i) is unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment that can
be expected to result in death or can be expected to last for a continuous
period of not less than 12 months or (ii) the Participant is, by reason of any
medically determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, receiving income replacement benefits for a period of not less
than three months under an accident and health plan covering employees of the
Company or any entity that would be considered a single “service recipient” with
the Company pursuant to Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”).

     

    3. Vesting
Schedule.

     

    (a) This
Award shall vest and the Restricted Period with respect to the Phantom Units
subject thereto shall end in installments in accordance with the following
schedule:

     

    
      	
              Vesting
      Date

            	 
      	
              Vested
      Increment

            	 
      	
              Total
      Vested Percentage

            
	
              March
      __, 2010

            	 
      	
              33
      %

            	 
      	
               33
      %

            
	
              March
      __, 2011

            	 
      	
              33
      %

            	 
      	
               66
      %

            
	
              March
      __, 2012

            	 
      	
              34
      %

            	 
      	
               100%

            


    

    


    The
number of Phantom Units that vest as of each date described above will be
rounded down to the nearest whole Phantom Unit, with any remaining Phantom Units
to vest with the final installment.  The Participant must be
continuously employed with the Company or any of its Affiliates from the Grant
Date through the applicable vesting date in order for the Award to become vested
with respect to additional Phantom Units on such date.

     

    (b) Notwithstanding
the limitations set forth in subparagraph (a) above, all Phantom Units
subject to this Award shall vest upon the occurrence of a Change of Control
following the Grant Date, provided that the Participant has been continuously
employed with the Company or any of its Affiliates since the Grant
Date.

     

    (c) Within 60
days following vesting with respect to a Phantom Unit, the Participant shall be
entitled to receive a Common Unit.  Common Units will be evidenced, at
the sole option and in the sole discretion of the Committee, either (i) in
book-entry form in the Participant’s name in the Common Unit register of the
Partnership maintained by the Partnership’s transfer agent or (ii) a unit
certificate issued in the Participant’s name.  Upon delivery of a
Common Unit in respect of a Phantom Unit, such Phantom Unit shall cease to be
outstanding in the Participant’s notional account described below in
Section 5.

     

    4. Forfeiture of
Award.

     

    (a) If the
Participant’s employment with the Company and all Affiliates is terminated by
Participant’s employer without Cause, or by reason of death or Disability, all
unvested Phantom Units shall immediately vest and the Restricted Period shall
terminate as of the date of the Participant’s termination.

     

    (b) If the
Participant’s employment with the Company and all Affiliates terminates for any
reason not described in Section 4(a), all unvested Phantom Units shall be
immediately forfeited as of the date of the Participant’s
termination.

     

    5. Distribution Equivalent
Rights.  During the Restricted Period, the Award of Phantom
Units hereunder shall be evidenced by entry in a bookkeeping account and may
include a tandem Distribution Equivalent Right with respect to the Phantom
Units.  For each fiscal quarter of the Partnership in which the
Partnership’s quarterly cash distribution to its subordinated and common
unitholders for such quarter equals or exceeds $0.39 per unit (or $1.56 per unit
on an annualized basis), the Phantom Units shall have a tandem Distribution
Equivalent Right.  Pursuant to the Distribution Equivalent Right,
within 45 days following the end of each fiscal quarter for which a cash
distribution is made with respect to Common Units, the Participant shall be
entitled to receive a cash payment with respect to each Phantom Unit then
outstanding equal to the cash distribution made by the Partnership with respect
to each Common Unit.

     

    6. Rights as Unitholder; Delivery of
Common Units.  Until delivery of Common Units as described in
Section 3(c), the Participant shall have no rights as a unitholder as a
result of the grant of Phantom Units hereunder.  The Company shall not
be obligated to deliver any Common Units if counsel to the Company determines
that such sale or delivery would violate any applicable law or any rule or
regulations of any governmental authority or any rule or regulation of, or
agreement of the Company with, any securities exchange or association upon which
the Common Units are listed or quoted.  The Company shall in no event
be obligated to take any affirmative action in order to cause the delivery of
Common Units to comply with any such law, rule, regulations or
agreement.

     

    7. Purchase for
Investment.  The Phantom Units covered by this Agreement and
the Common Units deliverable pursuant to Section 3(c) have not been registered
under the Securities Act of 1933, as amended (the “Act”).  The
Participant represents and warrants that, as of the date hereof, he (1) is an
“accredited investor” within the meaning of Rule 501 of Regulation D promulgated
by the Securities and Exchange Commission (the “Commission”) pursuant to the Act
and (2) is acquiring such Phantom Units and Common Units for his own account for
investment and not with a view to, or for sale in connection with, the
distribution of such Phantom Units or Common Units or any part
thereof.  The Participant may be required to execute such documents as
the Company determines are necessary and appropriate to effectuate the issuance
and transfer of the Common Units to the Participant.

     

    The certificates evidencing Common
Units issued pursuant to Section 3(c) of this Agreement will bear the following
legend or such other legend as determined by the Company:

     

    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND
THE OFFER AND SALE OF SUCH SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR ANY STATE SECURITIES OR BLUE SKY
LAWS.  THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR APPLICABLE
STATE SECURITIES OR BLUE SKY LAWS.  ADDITIONALLY, THE TRANSFER OF
THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE SEMGROUP ENERGY
PARTNERS G.P., L.L.C. LONG-TERM INCENTIVE PLAN, THE ASSOCIATED AWARD AGREEMENT,
THE PARTNERSHIP AGREEMENT AND ANY APPLICABLE UNITHOLDER AGREEMENT, AND NO
TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS
HAVE BEEN FULFILLED.  COPIES OF SUCH PLAN, AWARD AGREEMENT,
PARTNERSHIP AGREEMENT AND APPLICABLE UNITHOLDER AGREEMENT MAY BE OBTAINED AT NO
COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE
SECRETARY OF THE ISSUER HEREOF.

     

    The
Company may also impose stop-transfer instructions with respect to any matter
contemplated by the Plan or Agreement.

     

    8. Receipt of
Information.  The Participant acknowledges that he has (a) had
access to SemGroup Energy Partners, L.P.’s (the “Partnership’s”) periodic
filings with the Commission, including the Partnership’s Annual Report on Form
10-K, Quarterly Reports on Form 10-Q, and Current Reports filed on Form 8-K
and (b) been provided a reasonable opportunity to ask questions of and receive
answers from representatives of the Partnership and the Company regarding such
matters sufficient to enable the Participant to evaluate the risks and merits of
entering into this Agreement.

     

    9. Assignment of
Award.  The Participant’s rights under this Agreement and the
Plan are personal; no assignment or transfer of the Participant’s rights under
and interest in this Award may be made by the Participant other than by will, by
beneficiary designation, by the laws of descent and distribution or by a
qualified domestic relations order.

     

    10. Withholding.  No
certificates representing Common Units hereunder shall be delivered to or in
respect of a Participant unless the amount of all federal, state and other
governmental withholding tax requirements imposed upon the Company with respect
to the issuance of such Common Units has been remitted to the Company or unless
provisions to pay such withholding requirements have been made to the
satisfaction of the Committee.  The Committee may make such provisions
as it may deem appropriate for the withholding of any taxes which it determines
is required in connection with this Award.  The Participant may pay
all or any portion of the taxes required to be withheld by the Company or paid
by the Participant in connection with the vesting of all or any portion of this
Award by delivering cash, or, with the Committee’s approval, by electing to have
the Company withhold Common Units, or by delivering previously owned Common
Units, having a Fair Market Value equal to the amount required to be withheld or
paid.  The Participant may only request the withholding of Common
Units having a Fair Market Value equal to the statutory minimum withholding
amount.  The Participant must make the foregoing election on or before
the date that the amount of tax to be withheld is determined.

     

    11. No Employment
Guaranteed.  No provision of this Agreement shall confer any
right upon the Participant to continued employment with the Company or any
Affiliate.

     

    12. Governing Law.  This
Agreement shall be governed by, construed, and enforced in accordance with the
laws of the State of Delaware.

     

    13. Amendment.  This
Agreement cannot be modified, altered or amended, except by an agreement, in
writing, signed by both the Company and the Participant.

     

    [signatures
on next page]

     

    


     

    SEMGROUP ENERGY PARTNERS G.P.,
L.L.C.

    


     

    Date:                                               By:                                                                                

     

    Name:                                                                                

     

    Title:                                                                                

     

    The
Participant hereby accepts the foregoing Agreement, subject to the terms and
provisions of the Plan and administrative interpretations thereof referred to
above.

     

    PARTICIPANT:

     

    


    Date:                                                      

    [____________]