Form of 2011 Long-Term Incentive Plan Phantom Unit Agreement



 Exhibit 10.34 

 
 FORM OF RENTECH NITROGEN PARTNERS, L.P. 

2011 LONG-TERM INCENTIVE PLAN 
 PHANTOM UNIT AGREEMENT 
  
 Pursuant to this Phantom Unit Agreement, dated as of                     ,
20         (this “Agreement”), Rentech Nitrogen GP, LLC (the “Company”), as the general partner of Rentech Nitrogen Partners, L.P. (the “Partnership”), hereby
grants to                      (the “Participant”) the following award of Phantom Units (“Phantom Units”), pursuant
and subject to the terms and conditions of this Agreement and the Rentech Nitrogen Partners, L.P. 2011 Long-Term Incentive Plan (the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by
reference. 
  
 Each Phantom Unit shall constitute a
Phantom Unit under the terms of the Plan and is hereby granted in tandem with a corresponding DER, as further detailed in Section 3 below. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but
not defined, shall have the meanings provided in the Plan. 
  
 GRANT NOTICE 
  
 Subject to the terms and conditions of this Agreement, the principal features of this Award are as follows: 
  

Number of Phantom Units:              Phantom Units 

 
 Grant Date:
                    , 20         

 
 Vesting of Phantom Units:
One-third ( 1/3) of the Phantom Units (rounded down
to the next whole number of units, except in the case of the final vesting date) shall vest on each of the first
(1st), second (2nd) and third (3rd) anniversaries of the Grant Date (as specified above), subject
to the Participant’s continued Service through the applicable vesting date. In addition, the Phantom Units shall be subject to accelerated vesting as set forth in Section 4(b) below. 

 
 Termination of Phantom Units: In the event of a
termination of the Participant’s Service for any reason, all Phantom Units that have not vested prior to or in connection with such termination of Service shall thereupon automatically be forfeited by the Participant without further action and
without payment of consideration therefor. 
  

Payment of Phantom Units: Vested Phantom Units shall be paid to the Participant in the form of Units as set forth in
Section 5 below. 
  
 DERs: Each
Phantom Unit granted under this Agreement shall be issued in tandem with a corresponding DER, which shall entitle the Participant to receive payments in an amount equal to Partnership distributions in accordance with Section 3 below.








 TERMS AND CONDITIONS OF PHANTOM UNITS 

 
 1. Grant. The Company hereby grants to the
Participant, as of the Grant Date, an award of                      Phantom Units, subject to all of the terms and conditions contained in this
Agreement and the Plan. 
  
 2. Phantom Units.
Subject to Section 4 below, each Phantom Unit that vests shall represent the right to receive payment, in accordance with Section 5 below, in the form of one (1) Unit. Unless and until a Phantom Unit vests, the
Participant will have no right to payment in respect of such Phantom Unit. Prior to actual payment in respect of any vested Phantom Unit, such Phantom Unit will represent an unsecured obligation of the Partnership, payable (if at all) only from the
general assets of the Partnership. 
  
 3. Grant of
Tandem DER. Each Phantom Unit granted hereunder is hereby granted in tandem with a corresponding DER, which DER shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the Phantom Unit to which it corresponds.
Each DER shall entitle the Participant to receive payments, subject to and in accordance with this Agreement, in an amount equal to any distributions made by the Partnership in respect of the Unit underlying the Phantom Unit to which such DER
relates, payable as and when such distributions are paid generally to the Partnership’s Unit holders (and without regard to the vested status of the Phantom Unit underlying such DER). Upon the forfeiture of a Phantom Unit, the DER with respect
to such forfeited Phantom Unit shall also be forfeited. DERs shall not entitle the Participant to any payments relating to distributions occurring after the earlier to occur of the applicable Phantom Unit payment date or the forfeiture of the
Phantom Unit underlying such DER. The DERs and any amounts that may become distributable in respect thereof shall be treated separately from the Phantom Units and the rights arising in connection therewith for purposes of Section 409A of the
Code (including for purposes of the designation of the time and form of payments required by Section 409A of the Code). 
  

4. Vesting and Termination. 
  

(a) Vesting. Subject to Section 4(b) and Section 4(c) below, the Phantom Units shall vest
in such amounts and at such times as are set forth in the Grant Notice above. 
  
 (b) Accelerated Vesting. Notwithstanding anything herein to the contrary, but subject to Section 4(c) below, in the event that the Participant’s service is terminated by the
Company without Cause, [for Good Reason, as defined in the applicable employment agreement between the Company and                     , dated
                    ], or due to the Participant’s death or Disability, in any case, then, to the extent not previously vested in accordance
herewith, all Phantom Units granted under this Agreement shall vest in full immediately prior to such termination. 
  

(c) Forfeiture. Notwithstanding the foregoing, in the event of a termination of the Participant’s Service for
any reason, all Phantom Units that have not vested prior to or in connection with such termination of Service shall thereupon automatically be forfeited by the Participant without further action and without payment of consideration therefor. No
portion of the Phantom Units which has not become vested at the date of the Participant’s termination of Service shall thereafter become vested. 

  
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 (d) Payment. Vested Phantom Units shall be subject to the payment
provisions set forth in Section 5 below. 
  
 5. Payment of Phantom Units. 
  
 (a) Phantom Units. Unpaid, vested Phantom Units shall be paid to the Participant in the form of Units in a lump-sum as soon as reasonably practical, but not later than forty-five (45) days,
following the date on which such Phantom Units vest. Payments of any Phantom Units that vest in accordance herewith shall be made to the Participant (or in the event of the Participant’s death, to the Participant’s estate) in whole Units
in accordance with this Section 5. 
  
 (b) Potential Six-Month Delay. Notwithstanding anything to the contrary in this Agreement, no amounts payable under this Agreement shall be paid to the Participant prior to the expiration of the
six (6)-month period following his “separation from service” (within the meaning of Section 409A of the Code) (a “Separation from Service”) to the extent that the Company determines that paying such amounts prior to
the expiration of such six (6)-month period would result in a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day
following the end of the applicable six (6)-month period (or such earlier date upon which such amounts can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of the Participant’s
death), such amounts shall be paid to the Participant. 
  
 6. Tax Withholding. The Company and/or its Affiliates shall have the authority and the right to deduct or withhold, or to require the Participant to remit to the Company and/or its Affiliates, an
amount sufficient to satisfy all applicable federal, state and local taxes (including the Participant’s employment tax obligations) required by law to be withheld with respect to any taxable event arising in connection with the Phantom Units
and/or the DERs. In satisfaction of the foregoing requirement, unless otherwise determined by the Committee, the Company and/or its Affiliates shall withhold Units otherwise issuable in respect of such Phantom Units having a Fair Market Value equal
to the sums required to be withheld. In the event that Units that would otherwise be issued in payment of the Phantom Units are used to satisfy such withholding obligations, the number of Units which shall be so withheld shall be limited to the
number of Units which have a Fair Market Value (which, in the case of a broker-assisted transaction, shall be determined by the Committee, consistent with applicable provisions of the Code) on the date of withholding equal to the aggregate amount of
such liabilities based on the minimum statutory withholding rates for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such supplemental taxable income. 

 
 7. Rights as Unitholder. Neither the Participant nor
any person claiming under or through the Participant shall have any of the rights or privileges of a unitholder with respect to any Units that may become deliverable hereunder unless and until certificates representing such Units shall have been
issued or recorded in book entry form on the records of the Partnership or its transfer agents or registrars, and delivered in certificate or book entry form to the Participant or any person claiming under or through the Participant. 

 
 8. Non-Transferability. Neither the Phantom Units nor
any right of the Participant under the Phantom Units may be assigned, alienated, pledged, attached, sold or 

  
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otherwise transferred or encumbered by the Participant (or any permitted transferee) other than by will or 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, the Partnership and any of their Affiliates. 
  

9. Distribution of Units. Unless otherwise determined by the Committee or required by any applicable law, rule or regulation,
neither the Company nor the Partnership shall deliver to the Participant certificates evidencing Units issued pursuant to this Agreement and instead such Units shall be recorded in the books of the Partnership (or, as applicable, its transfer agent
or equity plan administrator). All certificates for Units issued pursuant to this Agreement and all Units issued pursuant to book entry procedures hereunder shall be subject to such stop-transfer orders and other restrictions as the Company may deem
advisable under the Plan or the rules, regulations, and other requirements of the Securities Exchange Commission, any stock exchange upon which such Units are then listed, and any applicable federal or state laws, and the Company may cause a legend
or legends to be inscribed on any such certificates or book entry to make appropriate reference to such restrictions. In addition to the terms and conditions provided herein, the Company may require that the Participant make such covenants,
agreements, and representations as the Company, in its sole discretion, deems advisable in order to comply with any such laws, regulations, or requirements. No fractional Units shall be issued or delivered pursuant to the Phantom Units and the
Committee shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of fractional Units or whether such fractional Units or any rights thereto shall be canceled, terminated, or otherwise eliminated.

  
 10. Partnership Agreement. Units issued
upon payment of the Phantom Units shall be subject to the terms of the Plan and the Partnership Agreement. Upon the issuance of Units to the Participant, the Participant shall, automatically and without further action on his or her part, (i) be
admitted to the Partnership as a Limited Partner (as defined in the Partnership Agreement) with respect to the Units, and (ii) become bound, and be deemed to have agreed to be bound, by the terms of the Partnership Agreement. 

 
 11. No Effect on Service. Nothing in this Agreement or
in the Plan shall be construed as giving the Participant the right to continue his or her Service (in any capacity) with the Company or any Affiliate thereof. Furthermore, the Company and its Affiliates may at any time terminate the
Participant’s Service free from any liability or any claim under the Plan or this Agreement, unless otherwise expressly provided in the Plan, this Agreement or any other written agreement between the Participant and the Company, the Partnership
or an Affiliate thereof. 
  
 12.
Severablility. If any provision of this Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, such provision shall be construed or deemed amended to conform to the applicable law or, if it cannot
be construed or deemed amended without, in the determination of the Committee, materially altering the intent of this Agreement, such provision shall be stricken as to such jurisdiction, and the remainder of this Agreement shall remain in full force
and effect. 
  
 13. Tax Consultation. None of
the Board, the Committee, the Company nor the Partnership has made any warranty or representation to Participant with respect to the tax consequences of the issuance of the Phantom Units, the DERs, the Units or the transactions contemplated by this
Agreement, and the Participant represents that he or she is in no manner relying on such entities or their representatives for tax advice or an assessment of 

  
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such tax consequences. The Participant understands that the Participant may suffer adverse tax consequences in connection with the Phantom Units and DERs granted pursuant to this Agreement. The
Participant represents that the Participant has consulted with any tax consultants that the Participant deems advisable in connection with the Phantom Units and DERs. 

 
 14. Amendments, Suspension and Termination. To the
extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board or the Committee. Except as provided in the preceding sentence, this
Agreement cannot be modified, altered or amended, except by an agreement, in writing, signed by both the Partnership and the Participant. 
  

15. Cash Settlement. Notwithstanding anything contained herein to the contrary, the Committee may, in its sole discretion, settle
one or more Phantom Units in cash. 
  
 16. Lock-Up
Agreement. Without limiting the generality of any other provision hereof, the Participant hereby expressly acknowledges that Section 8(f) (“Lock-Up Agreement”) of the Plan is expressly incorporated into this Agreement and
is applicable to the Units acquired by the Participant pursuant to this Agreement. 
  
 17. Conformity to Securities Laws. The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the
Exchange Act, any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and all applicable state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be
administered, and the Phantom Units and DERs are granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary
to conform to such laws, rules and regulations. 
  

18. Code Section 409A. None of the Phantom Units, the DERs or any amounts paid pursuant to this Agreement are intended to
constitute or provide for a deferral of compensation that is subject to Section 409A of the Code. Nevertheless, to the extent that the Committee determines that the Phantom Units or DERs may not be exempt from (or compliant with)
Section 409A of the Code, the Committee may (but shall not be required to) amend this Agreement in a manner intended to comply with the requirements of Section 409A of the Code or an exemption therefrom (including amendments with
retroactive effect), or take any other actions as it deems necessary or appropriate to (a) exempt the Phantom Units and/or DERs from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect
to the Phantom Units and/or DERs, or (b) comply with the requirements of Section 409A of the Code. To the extent applicable, this Agreement shall be interpreted in accordance with the provisions of Section 409A of the Code.
Notwithstanding anything in this Agreement to the contrary, to the extent that any payment or benefit hereunder constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A of the Code, and such payment or
benefit would otherwise be payable or distributable hereunder by reason of the Participant’s termination of Service, all references to the Participant’s termination of Service shall be construed to mean a Separation from Service, and the
Participant shall not be considered to have a termination of Service unless such termination constitutes a Separation from Service with respect to the Participant. 

 
 19. Adjustments; Clawback. The Participant
acknowledges that the Phantom 

  
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Units are subject to modification and termination in certain events as provided in this Agreement and Section 7 of the Plan. The Participant further acknowledges that the Phantom Units, DERs
and Units issuable hereunder are subject to clawback as provided in Section 8(o) of the Plan. 
  
 20. Successors and Assigns. The Company or the Partnership may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the
successors and assigns of the Company and the Partnership. Subject to the restrictions on transfer contained herein, this Agreement shall be binding upon the Participant and his or her heirs, executors, administrators, successors and assigns.

  
 21. Governing Law. The validity,
construction, and effect of this Agreement and any rules and regulations relating to this Agreement shall be determined in accordance with the laws of the State of Delaware without regard to its conflicts of laws principles. 

 
 22. Headings. Headings are given to the sections and
subsections of this Agreement 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 this Agreement or any provision hereof. 

 
 [Signature page follows] 

  
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 The Participant’s signature below indicates the Participant’s agreement with and
understanding that this award is subject to all of the terms and conditions contained in the Plan and in this Agreement, and that, in the event that there are any inconsistencies between the terms of the Plan and the terms of this Agreement, the
terms of the Plan shall control. The Participant further acknowledges that the Participant has read and understands the Plan and this Agreement, which contains the specific terms and conditions of this grant of Phantom Units. The Participant hereby
agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or this Agreement. 

 

			
	 RENTECH NITROGEN GP, LLC,

a Delaware limited liability company

		
	 By:
	 	 
	 Its:  
	 	 
		
	 By:
	 	 
	 Name:  
	 	
	 Title:  
	 	
	
	 RENTECH NITROGEN PARTNERS, L.P.,

a Delaware limited partnership

		
	 By:
	 	Rentech Nitrogen GP, LLC
	 Its:  
	 	 General Partner

		
	 By:
	 	 
		 	Name:
		 	Title:
	
	“PARTICIPANT”
	
	 
	[Name]