EX 10.2


    Exhibit
      10.2

    


    NON-EXECUTIVE
      FORM


    


    BREITBURN
      ENERGY PARTNERS L.P.

    2006
      LONG-TERM INCENTIVE PLAN

    RESTRICTED
      PHANTOM UNIT AGREEMENT


     

    Pursuant
      to this Restricted Phantom Unit Agreement, dated as of [DATE] (the “Agreement”),
      BreitBurn
      GP, LLC (the
      “Company”),
      as the
      general partner of BreitBurn Energy Partners L.P., a Delaware limited
      partnership (the “Partnership”),
      hereby
      grants to [___________] (the “Participant”)
      the
      following award of Restricted Phantom Units (“RPUs”),
      pursuant and subject to the terms and conditions of this Agreement and the
      Partnership’s 2006 Long-Term Incentive Plan (the “Plan”),
      the
      terms and conditions of which are hereby incorporated into this Agreement by
      reference. Each RPU 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, including
      without limitation on Exhibit
      A
      hereto,
      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 RPUs:
      [_____]

     

    Grant
      Date:
      [_____]


     

    Vesting
      of RPUs:
      One–third of the RPUs (rounded down to the next whole number of units, except in
      the case of the final vesting date) shall vest on each of [______]1
      (each, a
“Vesting
      Date”),
      subject to the Participant’s continued service as an Employee, Director or
      Consultant through each such date. In addition, the RPUs shall be subject to
      accelerated vesting as set forth in Section 4 below.

     

    Termination
      of RPUs:
      In the
      event of the Participant’s Separation from Service for any reason other than
      those set forth in Section 4 of the “Terms and Conditions of Restricted Phantom
      Units,” all RPUs that have not vested prior to or in connection with such
      Separation from Service shall thereupon automatically be forfeited by the
      Participant without further action and without payment of consideration
      therefor.

     

      
        

      

    

    1
      Grants
      to vest in equal one-third increments on each January 1st following the Grant
      Date for three years, or such other schedule as the administrator may
      determine.

     

    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

    

     

    Payment
      of RPUs:
      Vested
      RPUs shall be paid to the Participant in the form of Units as set forth in
      Section 5 below.

     

    DERs:
      Each
      RPU 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 of this
      Agreement.

     

    
      
        
        

      

      
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    TERMS
      AND CONDITIONS OF RESTRICTED PHANTOM UNITS

     

    1. Grant.
      The
      Partnership hereby grants to the Participant, as of the Grant Date, an award
      of
      [________] RPUs, subject to all of the terms and conditions contained in this
      Agreement and the Plan. 

     

    2. RPUs.
      Subject
      to Section 4 below, each RPU that vests shall represent the right to receive
      payment, in accordance with Section 5 below, in the form of one Unit. Unless
      and
      until an RPU vests, the Participant will have no right to payment in respect
      of
      any such RPU. Prior to actual payment in respect of any vested RPU, such RPU
      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
      RPU 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 RPU to which it corresponds. Pursuant to each
      DER,
      the Participant shall be entitled to receive, no later than sixty days after
      the
      end of each calendar quarter, payments in an amount equal to any distributions
      made by the Partnership in respect of the underlying Unit during such quarter,
      if any, payable in the same form and amounts as distributions paid to the
      holders of Units. DERs shall not entitle the Participant to any payments
      relating to distributions occurring after the earlier to occur of the applicable
      RPU payment date or the forfeiture of the RPU underlying such DER. The DERs
      and
      any amounts that may become distributable in respect thereof shall be treated
      separately from the RPUs and the rights arising in connection therewith for
      purposes of the designation of time and form of payments required by Section
      409A of the Internal Revenue Code of 1986, as amended (the “Code”).
      

     

    4. Vesting
      and Termination.
      The
      RPUs shall vest in such amounts and at such times as are set forth in the Grant
      Notice above, provided,
      that
      the RPUs shall vest in full upon any earlier occurrence of (a) the Participant’s
      Separation from Service without Cause or due to the Participant’s death or
      Disability, or (b) a Change of Control and, in any case, shall be subject to
      the
      payment provisions contained in Section 5 below. No portion of the RPUs which
      has not become vested at the date of the Participant’s Separation from Service
      shall thereafter become vested. In the event of the Participant’s Separation
      from Service for any reason other
      than as set forth in (a) and (b) of this Section,
      all
      RPUs that have not vested prior to or in connection with such Separation from
      Service shall thereupon automatically be forfeited by the Participant without
      further action and without payment of consideration therefor. 

     

    5. Payment
      of RPUs; Issuance of Units.
      

     

    (a) General.
      Unpaid,
      vested RPUs shall be paid to the Participant in the form of Units in a lump-sum
      during the sixty-day period commencing with the earliest to occur of the
      following dates (the “Payment
      Date”):
      (i)
      the applicable Vesting Date specified in the Grant Notice; or (ii) subject
      to
      Section 5(b) below, the date of Participant’s Separation from Service. Payments
      of any RPUs 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.

     

    
      
        
        

      

      
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    (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 during the six-month
      period following the Participant’s Separation from Service to the extent that
      the Company reasonably determines that paying such amounts prior to the
      expiration of such six-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-month period (or
      such
      earlier date upon which such amounts can be paid under Code Section 409A 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 RPUs. Without limiting the generality of Section 8(b) of the Plan, to the
      extent that such obligation arises at the time that the RPUs are paid to the
      Participant in Units, the Company and/or its Affiliates may withhold Units
      otherwise issuable in respect of such RPUs having a Fair Market Value equal
      to
      the sums required to be withheld in satisfaction of the foregoing requirement.
      Notwithstanding any other provision of the Plan or this Agreement, the number
      of
      Units which may be so withheld in order to satisfy the Participant’s income and
      payroll tax liabilities with respect to the issuance, vesting or payment of
      the
      RPUs shall be limited to the number of Units which have a Fair Market Value
      on
      the date of withholding equal to the aggregate amount of such liabilities based
      on the minimum statutory withholding rates for income and payroll tax purposes
      that are applicable to such supplemental taxable income.

     

    7. Rights
      as Unit Holder.
      Neither
      the Participant nor any person claiming under or through the Participant shall
      have any of the rights or privileges of a holder of Units in respect of 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.
      RPUs
      may not be sold, pledged, assigned or transferred in any manner other than
      by
      will or the laws of descent and distribution. Neither the RPUs nor any interest
      or right therein shall be liable for the debts, contracts or engagements of
      the
      Participant or his or her successors in interest or shall be subject to
      disposition by transfer, alienation, anticipation, pledge, encumbrance,
      assignment or any other means whether such disposition be voluntary or
      involuntary or by operation of law by judgment, levy, attachment, garnishment
      or
      any other legal or equitable proceedings (including bankruptcy),
      and any attempted disposition thereof shall be null and void and of no effect,
      except to the extent that such disposition is permitted by the preceding
      sentence.

     

    
      
        
        

      

      
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    9. Distribution
      of Units.
      The
      Units issued pursuant to this Agreement shall be held in book entry form and
      no
      certificates shall be issued therefor; provided,
      that
      certificates may be issued representing
      such Units at the request of the Participant and in accordance with the
      Partnership’s governing documents, as amended and supplemented from time to
      time. Notwithstanding anything herein to the contrary, (a) no payment shall
      be
      made under this Agreement in the form of Units unless such Units issuable upon
      such payment are then registered under the Securities Act of 1933, as amended
      (the “Securities
      Act”)
      or, if
      such Units are not then so registered, the Company has determined that such
      payment and issuance would be exempt from the registration requirements of
      the
      Securities Act, and (b) the Partnership shall not be required to issue or
      deliver any Units (whether in certificated or book-entry form) pursuant to
      this
      Agreement unless (i) such issuance and delivery are in compliance with all
      applicable laws and regulations and, if applicable, the requirements of any
      exchange on which the Units are listed or traded, and (ii) any consent or
      approval of any governmental or regulatory authority necessary or desirable
      as a
      condition to such issuance and delivery to the Participant (or his or her
      estate) has been obtained. Any certificates delivered pursuant to this Agreement
      shall be subject to any stop-transfer orders and other restrictions as the
      Company deems necessary or advisable to comply with federal, state or local
      securities or other laws, rules and regulations and the rules of any national
      securities exchange or automated quotation system on which the Units are listed,
      quoted or traded. The Company may place legends on any certificate to reference
      restrictions applicable to the Units. 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. The Company shall have the right to require the Participant
      to
      comply with any timing or other restrictions with respect to the settlement
      of
      any RPUs pursuant to this Agreement, including a window-period limitation,
      as
      may be imposed in its discretion.
      No
      fractional Units shall be issued or delivered pursuant to the RPUs.


     

    10. Partnership
      Agreement.
      Units
      issued upon payment of the RPUs shall be subject to the terms of the Plan and
      the terms of the Partnership Agreement. Upon the issuance of Units to the
      Participant, the Participant shall, automatically and without further action
      on
      his or her part, be deemed to be a party to, signatory of and bound by the
      Partnership Agreement. 

     

    11. No
      Effect on Employment.
      Nothing
      in this Agreement or in the Plan shall confer upon the Participant any right
      to
      serve or continue to serve as an Employee, Director or Consultant.

     

    12. Severability.
      If any
      provision in this Agreement is held invalid or unenforceable, such provision
      will be severable from, and such invalidity or unenforceability will not be
      construed to have any effect on, the remaining provisions of this Agreement,
      which shall remain in full force and effect.

     

    13. Tax
      Consultation.
      None of
      the Partnership, the Company or any of their Affiliates has made any warranty
      or
      representation to Participant with respect to the income tax consequences of
      the
      issuance of the RPUs, the Units or the transactions contemplated by this
      Agreement, and Participant is in no manner relying on such entities or their
      representatives for an assessment of such tax consequences. The Participant
      understands that the Participant may suffer adverse tax consequences in
      connection with the RPUs 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 RPUs and that the Participant
      is not relying on the Partnership for tax advice.

     

    
      
        
        

      

      
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    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 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. 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 and 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 RPUs 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.

     

    16. Code
      Section 409A.
      The
      RPUs and the amounts payable under this Agreement may constitute or provide
      for
“nonqualified deferred compensation” which is intended to comply with the
      requirements of Code Section 409A. To the extent that the Committee determines
      that any RPUs or any amounts payable under this Agreement may not be compliant
      with Code Section 409A, the Committee and the Participant shall cooperate and
      work together in good faith to timely amend this Agreement in a manner intended
      to comply with the requirements of Code Section 409A or an exemption therefrom
      (including
      amendments with retroactive effect), or take any other actions as they deem
      necessary or appropriate to (a) exempt the RPUs from Code Section 409A and/or
      preserve the intended tax treatment of the benefits provided with respect to
      the
      RPUs, or (b) comply with the requirements of Code Section 409A. To the extent
      applicable, this Agreement shall be interpreted in accordance with the
      provisions of Code Section 409A.

     

    17. Adjustments.
      The
      Participant acknowledges that the RPUs are subject to modification and
      termination in certain events as provided in this Agreement and Section 7 of
      the
      Plan.

     

    18. Successors
      and Assigns.
      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 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.

     

    19. Governing
      Law.
      The
      laws of the State of Delaware shall govern the interpretation, validity,
      administration, enforcement and performance of the terms of this Agreement
      regardless of the law that might be applied under principles of conflicts of
      laws.

     

    20. Captions.
      Captions provided herein are for convenience only and are not to serve as a
      basis for interpretation or construction of this Agreement.

     

     

    [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
      RPUs. If the Participant is married, his or her spouse has signed the Consent
      of
      Spouse attached to this Agreement as Exhibit
      B.
      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.

     

    
      	
              PARTICIPANT:

            	 	 
	 	
              [Name]

            	 


    

    


    
      	
              BREITBURN
                GP, LLC

            
	 
	 	 
	 	 
	
              Name:  

            	 	 
	
              Title:  

            	 	 


    

     

    
      
        
        

      

      
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    EXHIBIT A

    CERTAIN
      DEFINITIONS

     

    For
      purposes of this Agreement, when capitalized herein, the terms below shall
      have
      the following meanings:

     

    “EMPLOYER”
      means
      BreitBurn Management Company, LLC or a successor employer.

     

    “CAUSE”
      means
      “Cause” as defined in the Participant’s employment agreement with the Employer
      if such an agreement exists and contains a definition of Cause, or, if no such
      agreement exists or such agreement does not contain a definition of Cause,
      then
      Cause means (i) any material failure or neglect by the Participant to
      perform his or her duties or responsibilities to the Employer; (ii) any act
      of
      fraud, embezzlement, theft, misappropriation or dishonesty by the Participant
      relating to the Employer or its business or assets; (iii) the Participant’s
      commission of a felony or other crime involving moral turpitude; (iv) any gross
      negligence or intentional misconduct on the part of the Participant in the
      conduct of his duties and responsibilities with the Employer or which adversely
      affects the image, reputation or business of the Employer or its affiliates;
      or
      (v) any material breach by the Participant of any written agreement between
      the
      Employer and the Participant.

     

    “DISABILITY”
      means
      a
      condition that entitles the Participant to receive benefits under an applicable
      Employer long-term disability insurance plan or, if the Participant is not
      covered by such a plan, a condition that would entitle the Participant to such
      benefits had the Participant been covered under such a plan.

     

    “SEPARATION
      FROM SERVICE”
      means
      the Participant’s “separation from service” from the Employer within the meaning
      of Code Section 409A(a)(2)(A)(i).

     

    
      
        
        

      

      
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    EXHIBIT B

    TO
      RESTRICTED PHANTOM UNIT AGREEMENT


     

    CONSENT
      OF SPOUSE


     

    I,
      ____________________, spouse of ____________________, have read and approve
      the
      foregoing Restricted Phantom Unit Agreement (the “Agreement”).
      In
      consideration of the issuance to my spouse of the Restricted Phantom Units
      (“RPUs”)
      set
      forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact in
      respect to the exercise of any rights under the Agreement and agree to be bound
      by the provisions thereof insofar as I may have any rights therein or in or
      to
      any RPUs or Units issued pursuant thereto under the community property laws
      or
      similar laws relating to marital property in effect in the state of our
      residence as of the date of the signing of the Agreement.

     

    
      	
              Dated:
                _______________, _____

            	 	 
	 	 	
              Signature
                of Spouse

            


    

    


    
      
        
        

      

      
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