exv10w1






Exhibit 10.1




2010 DUNCAN ENERGY PARTNERS L.P. LONG-TERM INCENTIVE PLAN

(Amended and Restated February 23, 2010)



Section 1. Purpose of the Plan. The 2010 Duncan Energy Partners L.P. Long-Term Incentive
Plan, as amended and restated hereby (the “Plan”), has been adopted by the Board of DEP
Holdings, LLC, the general partner of the Partnership (the “General Partner”), and is
intended to promote the interests of Enterprise Products Company, a Texas corporation formerly
named EPCO, Inc. (the “Company”), Duncan Energy Partners L.P., a Delaware limited
partnership (the “Partnership”), and the General Partner, by encouraging directors,
employees and consultants of the Company and employees and consultants of its Affiliates who
perform services for or on behalf of the Partnership or its subsidiaries to acquire or increase
their equity interests in the Partnership and to provide a means whereby they may develop a sense
of proprietorship and personal involvement in the development and financial success of the
Partnership, and to encourage them to remain with the Company and its Affiliates and to devote
their best efforts to the Company, the General Partner and the Partnership.



Section 2. Definitions. As used in the Plan, the following terms shall have the meanings
set forth below:




     “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly,
through one or more intermediaries controls, is controlled by or is under common control with, the
Person in question. As used herein, the term “control” means the possession, direct or indirect, of
the power to direct or cause the direction of the management and policies of a Person, whether
through ownership of voting securities, by contract or otherwise.



     “Award” means an Option, Common Unit Appreciation Right, a Restricted Unit, a Phantom Unit or
DER granted under the Plan.



     “Award Agreement” means the written agreement or other instrument by which an Award shall be
evidenced.



     “Board” means the Board of Directors of the Company.



     “Code” means the Internal Revenue Code of 1986, as amended.



     “Committee” means the Audit, Conflicts and Governance Committee of the Board of Directors of
the General Partner or such other committee of the Board of Directors of the General Partner as may
be appointed to administer the Plan, provided that the Audit, Conflicts and Governance Committee or
any such other committee constituting the Committee shall be composed solely of two or more
Non-Employee Directors (as defined in Rule 16b-3).



     “Common Unit” means a Common Unit of the Partnership.



     “Common Unit Appreciation Right” or “CUAR” means an Award that, upon exercise, entitles the
holder to receive the excess, or such designated portion of the excess not to exceed 100%, of the
Fair Market Value of a Common Unit on the exercise date over the grant price established for such
Common Unit Appreciation Right. Such excess may be paid in cash and/or in Common Units as
determined by the Committee in its discretion and set forth in the Award Agreement.



     “Consultant” means an individual, other than an Employee or a Director, providing bona fide
services to the Partnership or any of its subsidiaries as a consultant or advisor, as applicable,
provided that (i) such individual is a natural person, and (ii) the grant of an Award to such
Person could not reasonably be expected to result in adverse federal income tax consequences under
Section 409A of the Code; provided that for purposes of issuing Options or Common Unit Appreciation
Rights, “subsidiary” means any entity in a chain of entities in which the Partnership has a
“controlling interest” within the meaning of Treas. Reg. Section 1.414(c)-2(b)(2)(i), but using the
threshold of 50 percent ownership wherever 80 percent appears.



     “DER” means a contingent right to receive an amount of cash equal to all or a designated
portion (whether by formula or otherwise) of the cash distributions made by the Partnership with
respect to a Common Unit during a specified period.



     “Director” means a “non-employee director,” as defined in Rule 16b-3, of the Board of
Directors of the General Partner.



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     “Employee” means any employee of the Company or an Affiliate who performs services for or on
behalf of the Partnership or its subsidiaries; provided that for purposes of issuing Options or
Common Unit Appreciation Rights, “subsidiary” means any entity in a chain of entities in which the
Partnership has a “controlling interest” within the meaning of Treas. Reg. Section
1.414(c)-2(b)(2)(i), but using the threshold of 50 percent ownership wherever 80 percent appears.



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



     “Fair Market Value” of a Common Unit means the closing sales price of a Common Unit on the
principal national securities exchange or other market in which trading in Common Units occurs on
the applicable date (or if there is no trading in the Common Units on such date, on the next
preceding date on which there was trading) as reported in The Wall Street Journal (or other
reporting service approved by the Committee). In the event Common Units are not publicly traded on
a national securities exchange or other market at the time a determination of Fair Market Value is
required to be made hereunder, the determination of Fair Market Value shall be made in good faith
by the Committee.



     “Option” means an option to purchase Common Units granted under the Plan.



     “Participant” means any Employee, Director or Consultant granted an Award under the Plan.



     “Person” means any individual, corporation, limited liability company, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization, government or
political subdivision thereof or other entity.



     “Phantom Unit” means a notional or phantom unit granted under the Plan which upon vesting
entitles the holder to receive an amount of cash equal to the Fair Market Value of one Common Unit
or, in the discretion of the Committee, one Common Unit.



     “Restricted Unit” means a Common Unit granted under the Plan that is subject to forfeiture
provisions and restrictions on its transferability, if any, established by the Committee under the
Plan.



     “Rule 16b-3” means Rule 16b-3 promulgated by the SEC under the Exchange Act, or any successor
rule or regulation thereto as in effect from time to time.



     “SEC” means the Securities and Exchange Commission, or any successor thereto.


Section 3.  Administration.




     (a) General. The Plan shall be administered by the Committee. A majority of the Committee
shall constitute a quorum, and the acts of the members of the Committee who are present at any
meeting thereof at which a quorum is present, or acts unanimously approved by the members of the
Committee in writing, shall be the acts of the Committee. Subject to the terms of the Plan and
applicable law, and in addition to other express powers and authorizations conferred on the
Committee by the Plan, the Committee shall have full power and authority to: (i) designate
Participants; (ii) determine the type or types of Awards to be granted to a Participant; (iii)
determine the number of Common Units to be covered by Awards; (iv) determine the terms and
conditions of any Award (including but not limited to any performance requirements for such Award);
(v) determine whether, to what extent, and under what circumstances Awards may be settled,
exercised, canceled, or forfeited; (vi) interpret and administer the Plan and any instrument or
agreement relating to an Award made under the Plan; (vii) establish, amend, suspend, or waive such
rules and regulations and appoint such agents as it shall deem appropriate for the proper
administration of the Plan; and (viii) make any other determination and take any other action that
the Committee deems necessary or desirable for the administration of the Plan. Unless otherwise
expressly provided in the Plan, all designations, determinations, interpretations, and other
decisions under or with respect to the Plan or any Award shall be within the sole discretion of the
Committee, may be made at any time and shall be final, conclusive, and binding upon all Persons,
including the Company, the Partnership, any Affiliate, any Participant, and any beneficiary
thereof.



     (b) Delegation; Limitation on Liability. The Committee may delegate to any employees of the
Company its administrative duties under this Plan (excluding its granting authority) pursuant to
conditions or limitations as the Committee may establish. The Committee may also engage or
authorize the engagement of a third-party administrator to carry out administrative functions under
the Plan. No member of the Committee, nor any employee of the Company to whom the Committee has
delegated powers in accordance with Section 3 of the



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Plan, shall be liable for any action, omission, determination or interpretation made in good
faith in connection with the performance of duties under the Plan, and the Company, the General
Partner and the Partnership shall, in addition to any other rights of such persons, hold harmless
such persons with respect to any such action, omission, determination or interpretation.



Section 4. Common Units Available for Awards.




     (a) Common Units Available. Subject to adjustment as provided in Section 4(c), the maximum
number of Common Units with respect to which Awards may be granted under the Plan is 500,000.
Notwithstanding the foregoing, there shall not be any limitation on the number of Awards that may
be granted under the Plan that are payable solely in cash. To the extent an Award is forfeited or
otherwise terminates or is canceled without the delivery of Common Units, then the Common Units
covered by such Award, to the extent of such forfeiture, termination or cancellation, shall again
be Common Units with respect to which Awards may be granted. If any Award is exercised and less
than all of the Common Units covered by such Award are delivered in connection with such exercise,
then the Common Units covered by such Award which were not delivered upon such exercise shall again
be Common Units with respect to which Awards may be granted. Common Units withheld to satisfy tax
withholding obligations of the Company or an Affiliate shall not be considered to have been
delivered under the Plan for this purpose. The Committee may from time to time adopt and observe
such rules and procedures concerning the counting of Common Units against the Plan maximum or any
sublimit as it may deem appropriate, including rules more restrictive than those set forth above to
the extent necessary to satisfy the requirements of any national securities exchange on which the
Common Units are listed or any applicable regulatory requirement. The Board, the Committee and the
appropriate officers of the Company are authorized to take from time to time whatever actions are
necessary, and to file any required documents with governmental authorities, stock exchanges and
transaction reporting systems to ensure that Common Units are available for issuance pursuant to
Awards.



     (b) Sources of Common Units Deliverable Under Awards. Any Common Units delivered pursuant to
an Award shall consist, in whole or in part, of Common Units acquired in the open market, Common
Units acquired from any Affiliate (including, without limitation, the Partnership) or other Person,
or any combination of the foregoing, as determined by the Committee in its discretion. If, at the
time of exercise by a Participant of all or a portion of such Participant’s Award, the Company
determines to acquire Common Units in the open market and the Company is prohibited, under
applicable law, or the rules and/or regulations promulgated by the Securities and Exchange
Committee or the New York Stock Exchange or the policies of the Company or an Affiliate, from
acquiring Common Units in the open market, delivery of any Common Units to the Participant in
connection with such Participant’s exercise of an Award may be delayed until such reasonable time
as the Company is entitled to acquire, and does acquire, Common Units in the open market.



     (c) Adjustments. In the event the Committee determines that any distribution (whether in the
form of cash, Common Units, other securities, or other property), recapitalization, split, reverse
split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or
exchange of Common Units or other securities of the Partnership, issuance of warrants or other
rights to purchase Common Units or other securities of the Partnership, or other similar
transaction or event affects the Common Units such that an adjustment is determined by the
Committee to be appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the Committee shall, in such
manner as it may deem equitable, adjust any or all of (i) the number and type of Common Units (or
other securities or property) with respect to which Awards may be granted, (ii) the number and type
of Common Units (or other securities or property) subject to outstanding Awards, and (iii) the
grant or exercise price with respect to any Award, or make provision for a cash payment to the
holder of an outstanding Award; provided, that the number of Common Units subject to any Award
shall always be a whole number and provided further, that the Committee shall not take any action
otherwise authorized under this subparagraph (c) to the extent that such action would cause (i) the
application of Section 409A of the Code to the Award or (ii) create adverse tax consequences under
Section 409A of the Code should that Code section apply to the Award.


Section 5. Eligibility. Any Employee, Director or Consultant shall be eligible to be
designated a Participant.




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Section 6. Awards.




     (a) Options. The Committee shall have the authority to determine the Employees, Directors and
Consultants to whom Options shall be granted, the number of Common Units to be covered by each
Option, whether DERs are granted with respect to such Option, the exercise price therefor and the
conditions and limitations applicable to the exercise of the Option, including the following terms
and conditions and such additional terms and conditions, as the Committee shall determine, that are
not inconsistent with the provisions or intent of the Plan.




     (i) Exercise Price. The purchase price per Common Unit purchasable under an Option
shall be determined by the Committee at the time the Option is granted, but may not be less
than 100% of the Fair Market Value per Common Unit as of the date of grant.




     (ii) Time and Method of Exercise. The Committee shall determine the time or times at
which an Option may be exercised in whole or in part, which may include, without limitation,
accelerated vesting upon the achievement of specified performance goals, and the method or
methods by which any payment of the exercise price with respect thereto may be made or
deemed to have been made, which may include, without limitation: cash; check acceptable to
the Company; a “cashless-broker” exercise (through procedures approved by the Company);
other property (including, with the consent of the Committee, the withholding of Common
Units that may otherwise be delivered to the optionee upon the exercise of the Option); or
any combination thereof, in each case having a value on the exercise date equal to the
relevant exercise price.




     (iii) Term. Each Option shall expire as provided in the Award Agreement for such
Option.



     (b) Restricted Units. The Committee shall have the authority to determine the Employees,
Directors and Consultants to whom Restricted Units shall be granted, the number of Restricted Units
to be granted to each such Participant, the period and the conditions (if any) under which the
Restricted Units may become vested or forfeited, which may include, without limitation, the
accelerated vesting upon the achievement of specified performance goals or other criteria, and such
other terms and conditions as the Committee may establish with respect to such Award, including
whether any distributions made by the Partnership with respect to the Restricted Units shall be
payable with respect to, and/or accrue on, such Restricted Units and, if payable and/or accrued,
whether such distributions shall be subject to forfeiture and/or other restrictions. If
distributions are to be forfeited and/or otherwise restricted, such restrictions (including
forfeitures, if any) shall be determined in the sole discretion of the Committee.



     (c) Phantom Units. The Committee shall have the authority to determine the Employees,
Directors and Consultants to whom Phantom Units shall be granted, the number of Phantom Units to be
granted to each such Participant, the period during which the Award remains subject to forfeiture,
the time or conditions under which the Phantom Units may become vested or forfeited, which may
include, without limitation, the accelerated vesting upon the achievement of specified performance
goals, and such other terms and conditions as the Committee may establish with respect to such
Award, including whether DERs are granted with respect to such Phantom Units. Unless otherwise
provided in the applicable Award Agreement, upon, or as soon as reasonably practical following, the
vesting of each Phantom Unit, the Participant shall be entitled to receive payment therefore in a
single lump sum no later than the fifteenth (15th) day of the third (3rd) month following the date
on which vesting occurs and the restrictions lapse. Should the Participant die before receiving
all amounts payable hereunder, the balance shall be paid to the Participant’s estate by this date.



     (d) DERs. The Committee shall have the authority to determine the Employees, Directors and
Consultants to whom DERs shall be granted, whether such DERs are tandem or separate Awards, the
number of DERs to be granted to each such Participant, the period during which the Award remains
subject to forfeiture, the limits, if any, or portion of a DER that is payable, the conditions
under which the DERs may become vested or forfeited, and such other terms and conditions as the
Committee may establish with respect to such Award. To the extent DERs are subject to any payment
restrictions, any amounts not previously paid shall be paid to the Participant at the time the
payment restrictions lapse. Unless otherwise provided in the applicable Award Agreement, such
amounts shall be distributed in a single lump sum no later than the fifteenth (15th) day of the
third (3rd) month following the date on which the payment restrictions lapse. Should the
Participant die before receiving all amounts payable thereunder, the balance shall be paid to the
Participant’s estate by this date.



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     (e) CUARs. The Committee shall have the authority to determine the Employees, Directors and
Consultants to whom CUARs shall be granted, the number of Common Units to be covered by each grant,
the exercise price therefor and the conditions and limitations applicable to the exercise of the
CUAR, and such additional terms and conditions as the Committee may establish with respect to such
Award. The exercise price per CUAR shall be not less than 100% of its Fair Market Value as of the
date of grant. The term of a CUAR may not exceed 10 years.



     (f) General.




     (i) Awards May Be Granted Separately or Together. Awards may, in the discretion of the
Committee, be granted either alone or in addition to, in tandem with, or in substitution for
any other Award granted under the Plan or any award granted under any other plan of the
Company or any Affiliate. No Award shall be issued in tandem with another Award if the
tandem Awards would result in adverse tax consequences under Section 409A of the Code.
Awards granted in addition to or in tandem with other Awards or awards granted under any
other plan of the Company or any Affiliate may be granted either at the same time as or at a
different time from the grant of such other Awards or awards.




     (ii) Limits on Transfer of Awards.




     A. Each Option shall be exercisable only by the Participant during the
Participant’s lifetime, or by the person to whom the Participant’s rights shall pass
by will or the laws of descent and distribution.




     B. No Award and no right under any such Award may be assigned, alienated,
pledged, attached, sold or otherwise transferred or encumbered by a Participant
otherwise than by will or by the laws of descent and distribution and any such
purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance
shall be void and unenforceable against the Company or any Affiliate.
Notwithstanding the foregoing, to the extent specifically provided by the Committee
with respect to an Award, an Award may be transferred by a Participant without
consideration to immediate family members or related family trusts, limited
partnerships or similar entities or on such terms and conditions as the Committee
may from time to time establish.




     (iii) Securities Regulations. All certificates for Common Units or other securities of
the Partnership delivered under the Plan pursuant to any Award or the exercise thereof shall
be subject to such stop transfer orders and other restrictions as the Committee may deem
advisable under the Plan or the rules, regulations, and other requirements of the SEC, any
stock exchange upon which such Common Units or other securities are then listed, and any
applicable federal or state laws, and the Committee may cause a legend or legends to be put
on any such certificates to make appropriate reference to such restrictions.




     (iv) Consideration for Grants. Awards may be granted for no cash consideration payable
by a Participant or for such consideration payable by a Participant as the Committee
determines including, without limitation, services or such minimal cash consideration as may
be required by applicable law.




     (v) Delivery of Common Units or other Securities and Payment by Participant of
Consideration. Notwithstanding anything in the Plan or any Award Agreement to the contrary,
delivery of Common Units pursuant to the exercise or vesting of an Award may be deferred for
any period during which, in the good faith determination of the Committee, the Company is
not reasonably able to obtain Common Units to deliver pursuant to such Award without
violating the rules or regulations of any applicable law or securities exchange. No Common
Units or other securities shall be delivered pursuant to any Award until payment in full of
any amount required to be paid pursuant to the Plan or the applicable Award Agreement
(including, without limitation, any exercise price or required tax withholding) is received
by the Company. Such payment may be made by such method or methods and in such form or forms
as the Committee shall determine, including, without limitation, cash, withholding of Common
Units, “cashless-broker” exercises with simultaneous sale, or any combination thereof;
provided that the combined value, as determined by the Committee, of all cash and cash
equivalents and the fair market value of any such property so tendered to, or withheld by,
the Company, as of the date of such tender, is at



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least equal to the full amount required to be paid to the Company pursuant to the Plan
or the applicable Award Agreement.


Section 7. Amendment and Termination. Except to the extent prohibited by applicable law
and unless otherwise expressly provided in an Award Agreement or in the Plan:




     (a) Amendments to the Plan. Except as required by applicable law or the rules of the
principal securities exchange on which the Common Units are traded and subject to Section 7(b)
below, the Board or the Committee may amend, alter, suspend, discontinue, or terminate the Plan in
any manner, including increasing the number of Common Units available for Awards under the Plan,
without the consent of any partner, Participant, other holder or beneficiary of an Award, or other
Person.



     (b) Amendments to Awards. The Committee may, in its discretion, waive any conditions or
rights under, amend any terms of, or alter any Award theretofore granted, provided no change, other
than pursuant to Section 7(c), in any Award shall materially reduce the benefit to Participant
without the consent of such Participant.



     (c) Adjustment or Termination of Awards Upon the Occurrence of Certain Events. The Committee
is hereby authorized to make adjustments in the terms and conditions of, and the criteria (if any)
included in, Awards in recognition of unusual or significant events (including, without limitation,
the events described in Section 4(c) of the Plan) affecting the Partnership or the financial
statements of the Partnership, of changes in applicable laws, regulations or accounting principles,
or a change in control of the Company (as determined by its Board) or the Partnership (as
determined by the Committee), whenever the Committee determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan. Such adjustments may include, without limitation,
extending the exercisability of an Award, accelerating the vesting or exercisability of an Award,
accelerating the date on which the Award will terminate and/or canceling Awards by the issuance or
transfer of Common Units having a value equal to the Option’s positive “spread.”


Section 8. General Provisions.




     (a) No Rights to Awards. No Person shall have any claim to be granted any Award, and there is
no obligation for uniformity of treatment of Participants. The terms and conditions of Awards need
not be the same with respect to each recipient.



     (b) Termination of Employment. For purposes of the Plan, unless the Award Agreement provides
to the contrary, a Participant shall not be deemed to have terminated employment with the Company
and its Affiliates or membership from the Board until such date as the Participant is no longer
either an Employee of the Company or an Affiliate or a Director, i.e., a change in status from
Employee to Director or Director to Employee shall not be a termination.



     (c) No Right to Employment or Services. The grant of an Award shall not be construed as
giving a Participant the right to be retained in the employ of the Company or any Affiliate, to
continue services as a Consultant or to remain a Director, as applicable. Further, the Company or
an Affiliate may at any time dismiss a Participant from employment or terminate a consulting
relationship, free from any liability or any claim under the Plan, unless otherwise expressly
provided in the Plan or in any Award Agreement. Nothing in the Plan or any Award Agreement shall
operate or be construed as constituting an employment agreement with any Participant and each
Employee shall be an “at will” employee, unless such Employee has entered into a separate written
employment or other agreement with the Company or an Affiliate.



     (d) Governing Law. The validity, construction, and effect of the Plan and any rules and
regulations relating to the Plan shall be determined in accordance with the laws of the State of
Delaware and applicable federal law, without giving effect to principles of conflicts of law.



     (e) Severability. If any provision of the Plan or any Award is or becomes or is deemed to be
invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would
disqualify the Plan or any Award



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under any law deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to the applicable laws, or if it cannot be construed or deemed amended without,
in the determination of the Committee, materially altering the intent of the Plan or the Award,
such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the
Plan and any such Award shall remain in full force and effect.




     (f) Other Laws. The Committee may refuse to issue or transfer any Common Units or other
consideration under an Award if, in its sole discretion, it determines that the issuance or
transfer or such Common Units or such other consideration might violate any applicable law or
regulation, the rules of the principal securities exchange on which the Common Units are then
traded, or entitle the Partnership or an Affiliate to recover the same under Section 16(b) of the
Exchange Act, and any payment tendered to the Company by a Participant, other holder or beneficiary
in connection with the exercise of such Award shall be promptly refunded to the relevant
Participant, holder or beneficiary.



     (g) No Trust Fund Created; Unsecured Creditors. Neither the Plan nor any Award shall create
or be construed to create a trust or separate fund of any kind or a fiduciary relationship between
the Company, the Partnership or any Affiliate and a Participant or any other Person. To the extent
that any Person acquires a right to receive payments from the Company, the Partnership or any
Affiliate pursuant to an Award, such right shall be no greater than the right of any general
unsecured creditor of the Company, the Partnership or the Affiliate.



     (h) No Fractional Common Units. No fractional Common Units shall be issued or delivered
pursuant to the Plan or any Award, and any such fractional Common Units or any rights thereto shall
be canceled, terminated, or otherwise eliminated, without the payment of any consideration
therefor.



     (i) Headings. Headings are given to the Sections and subsections of the Plan solely as a
convenience to facilitate reference. Such headings shall not be deemed in any way material or
relevant to the construction or interpretation of the Plan or any provision thereof.



     (j) Tax Withholding. The Company or any Affiliate is authorized to withhold from any Award,
from any payment due or transfer made under any Award or from any compensation or other amount
owing to a Participant the amount (in cash, Common Units, other securities or other property) of
any applicable taxes payable in respect of the grant of an Award, its exercise, the lapse of
restrictions thereon, or any payment or transfer under an Award or under the Plan and to take such
other action as may be necessary in the opinion of the Company or the Affiliate to satisfy its
withholding obligations for the payment of such taxes.



     (k) Facility Payment. Any amounts payable hereunder to any person under legal disability or
who, in the judgment of the Committee, is unable to properly manage his financial affairs, may be
paid to the legal representative of such person, or may be applied for the benefit of such person
in any manner which the Committee may select, and the Company and its Affiliates shall be relieved
of any further liability for payment of such amounts.



     (l) Participation by Affiliates. In making Awards to Employees employed by an Affiliate of
the Company, the Committee shall be acting on behalf of the Affiliate, and to the extent the
Partnership has an obligation to reimburse the Affiliate for compensation paid to Employees for
services rendered for the benefit of the Partnership, such payments or reimbursement payments may
be made by the Partnership directly to the Affiliate, and, if made to the Company, shall be
received by the Company as agent for the Affiliate.



     (m) No Guarantee of Tax Consequences. None of the Board, the Partnership, the Company, any
Affiliate nor the Committee makes any commitment or guarantee that any federal, state or local tax
treatment will apply or be available to any person participating or eligible to participate
hereunder.


Section 9. Term of the Plan; Unitholder Approval. The Plan shall be effective on the date
of its approval by the holders of Common Units of the Partnership and shall continue until the
earliest of (i) all available Common Units under the Plan have been issued to Participants, (ii)
the termination of the Plan by action of the Board or the Committee or (iii) the 10th anniversary
of the date of the approval by the holders of Common Units of this Plan (or such earlier
anniversary, if any, required by the rules of the securities exchange on which the Common Units are






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traded). However, unless otherwise expressly provided in the Plan or in an applicable Award
Agreement, any Award granted prior to such termination, and the authority of the Board or the
Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award or to waive
any conditions or rights under such Award, shall extend beyond such termination date.



Section 10. Section 409A. Notwithstanding anything in this Plan to the contrary, if any
Plan provision or Award under the Plan would result in the imposition of an additional tax under
Code Section 409A and related regulations and United States Department of the Treasury
pronouncements (“Section 409A”), that Plan provision or Award will be reformed to the
extent practicable to avoid imposition of the applicable tax and no action taken to comply with
Section 409A shall be deemed to adversely affect the Participant’s rights to an Award or require
the consent of the Participant. Notwithstanding any provisions in the Plan to the contrary, to the
extent that the Participant is a “specified employee” (as defined in Section 409A of the Code and
applicable regulatory guidance) subject to the six month delay under Section 409A in distributions
under the Plan, no distribution or payment that is subject to Section 409A of the Code shall be
made hereunder on account of such Participant’s “separation from service” (as defined in Section
409A of the Code and applicable regulatory guidance) before the date that is the first day of the
month that occurs six months after the date of the Participant’s separation from service (or, if
earlier, the date of death of the Participant or any other date permitted under Section 409A of the
Code and applicable regulatory guidance). Any such amount that is otherwise payable within the
six-month period following the Participant’s separation from service will be paid in a lump sum
without interest.




* * * * *



Adopted by unitholder approval: effective February 11, 2010.





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