Exhibit 10.9





Exhibit 10.9




RESTRICTED UNIT AGREEMENT




THIS RESTRICTED UNIT AGREEMENT (this “Agreement”) is entered into by and between Crosstex
Energy GP, LLC, a Delaware limited liability company (the “Company”), and
         (“Participant”) as of
the Grant Date.



WITNESSETH:




WHEREAS, the Crosstex Energy GP, LLC Long-Term Incentive Plan (“Plan”) was adopted by the
Company for the benefit of certain employees and non-employee directors of the Company and its
Affiliates; and



WHEREAS, Participant is eligible to participate in the Plan and the Committee has authorized
the grant to Participant of common units representing limited partner interests (“Units”) of
Crosstex Energy, L.P., a Delaware limited partnership (the “Partnership”), containing certain
restrictions, pursuant to the Plan and upon the terms set forth herein;



NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
hereinafter set forth, the Company and Participant hereby agree as follows:



1. Definitions. Capitalized terms used herein and not otherwise defined herein shall
have the meaning ascribed to them in the Plan.



“Grant Date” means 12/15/2009.



“Qualifying Termination” means Participant’s employment or service with the Company or its
Affiliates is terminated due to Participant’s (i) death, (ii) becoming disabled and qualified to
receive benefits under the Company’s long-term disability plan or (iii) retirement with the
approval of the Committee on or after reaching age 60.



“Restricted Units” means
__ common units of the Partnership, subject to the provisions of this
Agreement.



“Vesting Commencement Date” means 01/01/2010.



2. Restricted Unit Award. On the terms and conditions and subject to the
restrictions, including forfeiture, hereinafter set forth, the Company hereby makes to Participant,
and Participant hereby accepts, an award of the Restricted Units (the “Award”). The certificate or
certificates evidencing the Restricted Units may be delivered to and deposited with the Secretary
of the Company as “Escrow Agent” in this transaction. The Restricted Units may also be held in a
restricted book entry account in the name of the Participant. Such certificates or book entry
Restricted Units are to be held by the Escrow Agent until termination of the Restricted Period with
respect to any portion of the Restricted Units, when such unrestricted portion shall then be
released by said Escrow Agent to the Participant, or to Participant’s representative.



3. Vesting/Forfeiture.



(a) The Restricted Units shall be subject to a restricted period that shall commence on the
Grant Date and, if Participant is in the continuous service of the Company or its Affiliates until
such vesting dates, terminate on the vesting dates set forth as follows (such period herein called
the “Restricted Period”): (i) thirty-three and one-third percent (331/3%) of such Units (if a
fractional number, then the next lower whole number) shall vest on the first anniversary of the
Vesting Commencement Date, (ii) thirty-three and one-third percent (331/3%) of such Units (if a fractional number,
then the next lower whole number) shall vest on the second anniversary of the Vesting Commencement
Date, and (iii) the remainder of such Units shall vest on the third anniversary of the Vesting
Commencement Date.


 


1









 





(b) The Restricted Units shall be forfeited to the Company at no cost to the Company if
Participant’s employment or service with the Company or its Affiliates terminates prior to the
termination of the Restricted Period applicable to such units; provided, however, that, in the
event of a Change in Control or a Qualifying Termination occurring during the Restricted Period,
the Restricted Units shall become fully vested and the Restricted Period shall terminate. Unless
and until the Restricted Units are delivered to Participant upon vesting, the Restricted Units
shall not be assigned, alienated, pledged, attached sold or otherwise transferred or encumbered by
Participant in any manner.



(c) Nothing in this Agreement shall confer upon Participant any right to continue in the
employ or service of the Company or its Affiliates, nor shall this Agreement interfere in any
manner with the right of the Company or its Affiliates to terminate the employment or service of
Participant with or without cause at any time.



(d) Upon the termination of the Restricted Period applicable to the Restricted Units, the
restrictions applicable to the Restricted Units that have not theretofore been forfeited shall
terminate, and as soon as practicable thereafter a certificate for the number of Restricted Units
with respect to which the restrictions have terminated, together with any distributions with
respect to such Units then being held by the Company pursuant to the provisions of this Agreement,
if any, shall be delivered, free of all such restrictions, to Participant or Participant’s
beneficiary or estate, as the case may be.



(e) Notwithstanding anything contained herein to the contrary, the Committee shall have the
right to cancel all or any portion of any outstanding restrictions prior to the termination of such
restrictions with respect to any or all of the Restricted Units on such terms and conditions as the
Committee may, in writing, deem appropriate.



(f) Subject to any forfeiture, Participant will have the right to vote such Restricted Units
and to exercise all other rights, powers and privileges of a holder of the Units with respect to
such Restricted Units, with the exception that the Participant will not be entitled to delivery of
the certificate(s) representing such Restricted Units until the Restriction Period applicable to
such Restricted Units or a portion thereof shall have expired and unless all other vesting
requirements with respect thereto have been fulfilled.



4. DER Grant. Subject to the following, the Award of Restricted Units granted
hereunder includes a tandem award of a number of DERs equal to the number of Restricted Units
granted hereunder. Each DER shall entitle the Participant to receive cash payments equal to the
cash distributions made by the Partnership with respect to its outstanding Units generally,
provided that no cash distributions shall be payable to or on behalf of the Participant with
respect to record dates before the Grant Date, or with respect to any record date occurring after
the Grant Date on which the Participant has forfeited the Restricted Units pursuant to the terms of
this Agreement or the Plan. The DERs shall lapse on the earlier of (i) the date on which the
Restricted Units are forfeited or (ii) the termination of the Restricted Period.



5. Taxes.



(a) PARTICIPANT REPRESENTS THAT PARTICIPANT IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE
IN CONNECTION WITH THE RESTRICTED UNITS. Participant hereby acknowledges that Participant has been
informed that, unless an election is filed by the Participant with the Internal Revenue Service
(and, if necessary, the proper state taxing authorities) within 30 days of the Grant Date,
electing pursuant to Section 83(b) of the Internal Revenue
Code (and similar state tax provisions, if applicable) to be taxed currently on the fair
market value of the Restricted Units as of the Grant Date, Participant will be required to include
as ordinary income in the year which includes the date of termination of the restrictions on the
Restricted Units the fair market value of the Restricted Units as of such date. Participant
represents that Participant has consulted any tax advisors Participant deems advisable in
connection with the Restricted Units and the filing of an election under Section 83(b) and similar
tax provisions. A form of election under Section 83(b) is attached hereto as Exhibit A for
reference. PARTICIPANT HEREBY ASSUMES ALL RESPONSIBILITY FOR FILING SUCH ELECTION AND PAYING ANY
TAXES RESULTING FROM SUCH ELECTION OR FROM THE FAILURE TO FILE SUCH ELECTION.


 


2









 





(b) If Participant makes an election under Section 83(b) with respect to the Restricted Units,
Participant agrees to deliver a copy of such election to the Company concurrently with the filing
of such election with the Internal Revenue Service. In such event, Participant shall make
arrangements satisfactory to the Committee to pay in the year of the Award any federal, state or
local taxes required to be withheld with respect to such Units. If Participant fails to make such
payments, then any provision of this Agreement to the contrary notwithstanding, the Company and its
Affiliates shall, to the extent permitted by law, have the right to deduct from any payments of any
kind otherwise due from the Company or its Affiliates to or with respect to Participant, whether or
not pursuant to this Agreement or the Plan and regardless of the form of payment, any federal,
state or local taxes of any kind required by law to be withheld with respect to such Units.



(c) (i) Participant will pay to the Company or its Affiliates, or make arrangements
satisfactory to the Committee regarding payment of, any federal, state or local taxes of any kind
required by law to be withheld with respect to (x) payments received due to ownership of DERs, and
(y) the termination of restrictions with respect to the Restricted Units (in which case
arrangements will be made no later than the date of the termination of the restrictions).



(ii) Participant shall, to the extent permitted by law, have the right to deliver to the
Company or its Affiliates Restricted Units to which Participant shall be entitled upon the vesting
thereof (or other unrestricted Units owned by Participant), valued at the fair market value of such
Units at the time of such delivery to the Company or its Affiliates, to satisfy the obligation of
Participant under Section 5(c)(i) of this Agreement.



(iii) Any provision of this Agreement to the contrary notwithstanding, if Participant does
not otherwise satisfy the obligation of Participant under Section 5(c)(i) of this Agreement, then
the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct from
any payments of any kind otherwise due from the Company or its Affiliates to or with respect to
Participant, whether or not pursuant to this Agreement or the Plan and regardless of the form of
payment, any federal, state or local taxes of any kind required by law to be withheld with respect
to the ownership of DERs and the Restricted Units (with respect to which the restrictions set forth
herein have terminated).



6. Non-Assignability. The Award is not assignable or transferable by Participant.



7. Legend. Each certificate representing the Restricted Units shall conspicuously set
forth on the face or back thereof, in addition to any legends required by applicable law or other
agreement, a legend in substantially the following form:



THE COMMON UNITS REPRESENTED BY THIS CERTIFICATE HAVE BEEN ASSIGNED AND TRANSFERRED
TO THE RECORD HOLDER HEREOF PURSUANT TO THE TERMS OF THE CROSSTEX ENERGY GP, LLC
LONG-TERM INCENTIVE PLAN AND MAY NOT BE SOLD, ASSIGNED,
TRANSFERRED, DISCOUNTED, EXCHANGED, PLEDGED OR OTHERWISE ENCUMBERED OR DISPOSED OF
IN ANY MANNER EXCEPT AS SET FORTH IN THE TERMS OF THE AGREEMENT EMBODYING THE AWARD
OF SUCH UNITS. A COPY OF SUCH PLAN AND AGREEMENT IS ON FILE IN THE OFFICES OF THE
COMPANY.


 


3









 




8. Entirety and Modification. This Agreement contains the entire agreement between
the parties hereto with respect to the subject matter hereof and supersedes any and all prior
agreements, whether written or oral, between such parties relating to such subject matter. No
modification, alteration, amendment or supplement to this Agreement shall be valid or effective
unless the same is in writing and signed by the party against whom it is sought to be enforced.



9. Severability. If any provision of this Agreement is held to be unenforceable, this
Agreement shall be considered divisible, and such provision shall be deemed inoperative to the
extent it is unenforceable, and in all other respects this Agreement shall remain in full force and
effect; provided, however, that if any such provision may be made enforceable by limitation
thereof, then such provision shall be deemed to be so limited and shall be enforceable to the
maximum extent permitted by applicable law.



10. Gender. Words used in this Agreement which refer to Participant and denote the
male gender shall also be deemed to include the female gender or the neuter gender when
appropriate.



11. Headings. The headings of the various sections and subsections of this Agreement
have been inserted for convenient reference only and shall not be construed to enlarge, diminish or
otherwise change the express provisions hereof.



12. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the state of Delaware (regardless of the laws that might otherwise govern under
applicable Delaware principles of conflicts of law).



13. Counterparts. This Agreement may be signed in counterparts, each of which shall
be deemed an original and all of which shall constitute one and the same agreement.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Grant Date.



	 	 	 	 	 
	 	CROSSTEX ENERGY GP, LLC
	 
	 

	By: 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 	PARTICIPANT:
	 
	 	 	 	 
	 	 
	 
	 	 	 	 
	 	You must accept this grant and the terms of this
Agreement in order to receive it. To accept this grant,
complete the Grant Acceptance Form at the website of solium:
(www.solium.com).






 


4









 





EXHIBIT A




ELECTION UNDER SECTION 83(b) OF THE

INTERNAL REVENUE CODE




The undersigned Taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code, as
amended, to include in gross income for the Taxpayer’s current taxable year the excess, if any, of
the fair market value of the property described below at the time of transfer over the amount paid
for such property, as compensation for services.



	 	 	 	 	 
	1.

	 	TAXPAYER’S NAME:
	 	 
	 	 	 	 	 
	 

	 	
TAXPAYER’S ADDRESS:
	 	 
	 	 	 	 	 
	 

	 	 	 	 
	 	 	 	 	 
	 

	 	
SOCIAL SECURITY NUMBER:
	 	 
	 	 	 	 	 







	2.	 	The property with respect to which the election is made is described as follows:                      common
units representing limited partner interests of Crosstex Energy, L.P., a Delaware limited
partnership (the “Company”), which is Taxpayer’s employer or an affiliate thereof or the
entity for whom the Taxpayer performs services or an affiliate thereof.

	 
	3.	 	The date on which the units were transferred was                     , 20__, and this election is made for calendar year 20__.

	 
	4.	 	The units are subject to the following restrictions: Vesting over a period of ___ years.

	 
	5.	 	The fair market value of the units (without regard to restrictions other than restrictions which by their terms will never lapse) was $____ per unit at the time of transfer.

	 
	6.	 	The amount paid for such units was $0 per unit.

	 
	7.	 	The Taxpayer has submitted a copy of this statement to the Company.






THIS ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE (“IRS”), AT THE OFFICE WHERE THE
TAXPAYER FILES ANNUAL INCOME TAX RETURNS, WITHIN 30 DAYS AFTER THE DATE OF TRANSFER OF THE
PROPERTY, AND MUST ALSO BE FILED WITH THE TAXPAYER’S INCOME TAX RETURNS FOR THE CALENDAR YEAR FOR
WHICH THE ELECTION IS MADE. THE ELECTION CANNOT BE REVOKED WITHOUT THE CONSENT OF THE IRS.



	 	 	 	 	 
	Date:

	 	 
	 	 
	 	 	 	 	 
	 

	 	 	 	Taxpayer’s Signature







 


5