EX 10.1


    

      Exhibit
        10.1

       

      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, all capitalized terms
        used
        in this Agreement, but not defined, shall have the meanings provided in the
        Plan. For purposes of this Agreement, the terms “Employer,”
        “Cause,”
        “Good
        Reason”
and
        “Disability”
shall
        have the meanings ascribed to such terms in the Employment Agreement between
        the
        Employer and the Participant, dated [__________], 200__ (the “Employment
        Agreement”).
        

       

      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 [January 1, 2009,
        January 1, 2010 and January 1, 2011]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 (as defined in the Employment
        Agreement) 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. 

       

      
        
          

        

        
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            Subsequent grant vesting schedules to be adapted.

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

        

      

      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 Code
        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, for Good Reason 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 his 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. Satisfaction
        of Obligations.
        The
        Participant hereby acknowledges and agrees that the grant of RPUs contained
        in
        this Agreement shall be in full and final satisfaction of any and all
        obligations of the Company and its Affiliates to grant RPUs to the Participant
        under the terms of the Employment Agreement.

       

      16. 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.

       

      17. 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.

       

      18. 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.

       

      19. 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.

       

      20. 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.

       

      
        
          
          

        

        
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      21. 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
        A.
        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

      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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