Exhibit 10.1


 


EAGLE ROCK ENERGY PARTNERS

LONG TERM INCENTIVE PLAN


 


(As Amended and Restated Effective September 17, 2010)


 


The
Eagle Rock Energy Partners Long Term Incentive Plan (the “Plan”)
is hereby amended and restated effective September 17, 2010 (the “Effective Date”), by Eagle Rock
Energy G&P, LLC, a Delaware limited liability company (the “General Partner”), the general
partner of Eagle Rock Energy GP, L.P., a Delaware limited partnership (“ERGP”), which is, in turn, the
general partner of Eagle Rock Energy Partners, L.P., a Delaware limited
partnership (the “Partnership”).


 


R E C I T A L S


 


WHEREAS, the Plan was adopted October 25, 2006 and was
subsequently amended effective May 15, 2008 and February 4, 2009; and


 


WHEREAS, the General Partner desires to amend and restate
the Plan to increase the number of Units available for issuance under the Plan,
subject to approval by the unitholders of the Partnership, and to make certain
other changes to the Plan; provided, that (i) the 1,000,000 Units originally
available for issuance under the Plan shall be actually delivered pursuant to
Awards under the Plan no later than October 25, 2016 and (ii) the 1,000,000
Units made available for issuance under the amendment to the Plan on May 15,
2008 shall be actually delivered pursuant to Awards under the Plan no later
than May 15, 2018, in each case including any such Units that are withheld from
an Award to satisfy tax withholding obligations or that are subject to an Award
that is forfeited, cancelled, exercised or otherwise terminated or that expires
without the actual delivery of Units and that become available for subsequent
grants under the Plan.


 


NOW, THEREFORE, the Plan is hereby amended and restated in
its entirety, effective as of the Effective Date.


 


Section 1.    Purpose of
the Plan.  The Plan is intended to promote the interests
of the General Partner, the Partnership and their Affiliates by providing to
Employees, Consultants and Directors incentive compensation awards based on
Units to encourage superior performance. 
The Plan is also contemplated to enhance the ability of the General
Partner, the Partnership and their Affiliates to attract and retain the
services of individuals who are essential for the growth and profitability of
the Partnership and to encourage them to devote their best efforts to advancing
the business of the Partnership.


 


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


 


(a)   “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.


 


(b)   “Award” means an Option, Unit Appreciation
Right, Restricted Unit, Phantom Unit, Substitute Award, Unit Award or Other
Unit Based Award granted under the Plan, and shall include any tandem DERs
granted with respect to an Award.


 

















 


(c)   “Award Agreement” means the written or
electronic agreement by which an Award shall be evidenced.


 


(d)   “Board” means the Board of Directors of the
General Partner.


 


(e)   “Change of Control” means, the occurrence of
one of the following:


 


(i)    the
consummation of an agreement to acquire or a tender offer for beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act) by any “person”
or “group” (within the meaning of those terms as used in Sections 13(d) and
14(d)(2) of the Exchange Act) such that afterwards such person or group has 40%
or more of either (A) the then outstanding common equity securities of the
Partnership (the “Outstanding
Equity”) or (B) the combined voting power of the then
outstanding voting securities of the Partnership (the “Outstanding Voting Securities”);
provided, however, that for purposes of this subclause (i), the following
acquisitions shall not constitute a Change of Control: (1) any acquisition
directly from the Partnership, (2) any acquisition by the Partnership, (3) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Partnership or any of its Affiliates, (4) any acquisition by
any entity pursuant to a transaction that complies with clauses (A), (B) or (C)
of subclause (iv) below, or (5) any acquisition by any member of the NGP Group
unless, prior to such acquisition but following the Effective Date, the
aggregate ownership of members of the NGP Group has been reduced to less than
20% of both the Outstanding Equity and the Outstanding Voting Securities; or


 


(ii)   the
acquisition of beneficial ownership by any person or group of 40% or more of
the combined voting power of the then outstanding voting securities of ERGP
and/or the General Partner (the “GP
Outstanding Voting Securities”); provided, however, that for
purposes of this subclause (ii), the following acquisitions shall not
constitute a Change of Control: (A) any acquisition by the Partnership or any
of its subsidiaries, (B) any transaction that is subject to subclause (iv) below,
or (C) any acquisition of beneficial ownership of GP Outstanding Voting
Securities solely by virtue of an acquisition of Outstanding Equity or
Outstanding Voting Securities; or


 


(iii)  the
limited partners of the Partnership approve, in one or a series of
transactions, a plan of complete liquidation of the Partnership; or


 


(iv)  the
consummation of a reorganization, merger or consolidation involving the
Partnership or a sale or other disposition by the Partnership of all or
substantially all of its assets or an acquisition of assets of another entity
(a “Business Combination”),
in each case, unless following such Business Combination: (A) the Outstanding
Equity and Outstanding Voting Securities immediately prior to such Business
Combination represent or are converted into or exchanged for securities that
represent or are convertible into more than 50% of, respectively, the then
outstanding equity securities and the combined voting power of the then
outstanding voting securities, as the case may be, of the entity resulting from
such Business Combination or the resulting public parent thereof (including,
without limitation, any entity that as a result of such transaction owns the
Partnership, or all or substantially all of the assets of the Partnership
either directly or through one or more subsidiaries), as the case may be, (B) no
Person (excluding any employee benefit plan (or related trust) of the
Partnership or the entity resulting from the Business Combination or the
resulting public parent thereof, as the case may be) beneficially owns,
directly or indirectly, 20% or more of, respectively, the then outstanding
equity securities of the entity resulting from such Business Combination or the
resulting public parent thereof, as the case may


 


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be, or the combined voting power of the then
outstanding voting securities of such entity, except to the extent that such
ownership existed with respect to the Partnership prior to the Business
Combination, and (C) at least a majority of the members of the board of
directors or similar governing entity of the entity resulting from such Business
Combination or the resulting public parent thereof, as the case may be, were
members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such Business
Combination; provided, however, that clauses (A), (B) and (C) of this subclause
(iv) shall not apply if the entity resulting from the Business Combination or
the resulting public parent thereof, as the case may be, is a limited
partnership unless 100% of the combined voting power of the voting securities
of the general partner thereof is owned, directly or indirectly, by such
limited partnership; or


 


(v)   individuals
who constitute the Incumbent Board cease for any reason to constitute at least
a majority of the Board.


 


(f)    “Code” means the Internal Revenue Code of
1986, as amended from time to time.


 


(g)   “Committee” means the Board, the Compensation
Committee of the Board or such other committee as may be appointed by the Board
to administer the Plan.


 


(h)   “Consultant” means an individual who renders
consulting or advisory services to the General Partner or an Affiliate thereof,
other than a member of the NGP Group.


 


(i)    “DER” means a distribution equivalent right,
being a contingent right, granted in tandem with a specific Award (other than a
Restricted Unit or Unit Award), to receive with respect to each Unit subject to
the Award an amount in cash equal to the cash distributions made by the
Partnership with respect to a Unit during the period such Award is outstanding.


 


(j)    “Director” means a member of the Board or the
board of an Affiliate of the General Partner who is not an Employee or a
Consultant (other than in that individual’s capacity as a Director).


 


(k)   “Employee” means an employee of the General
Partner or an Affiliate of the General Partner, other than a member of the NGP
Group.


 


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


 


(m)  “Fair Market Value” means, on any relevant
date, the closing sales price of a Unit on the principal national securities exchange
or other market in which trading in Units occurs on the last market trading day
prior to the applicable day (or, if there is no trading in the Units on such
date, on the next preceding day on which there was trading) as reported in The
Wall Street Journal (or other reporting service approved by the
Committee).  If Units are not 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 by the Committee in good faith using a “reasonable
application of a reasonable valuation method” within the meaning of Treasury
Regulation Section 1.409A-l(b)(5)(iv)(B).


 


(n)   “Incumbent Board” means the portion of the
Board constituted of the individuals who are members of the Board as of the
date this Plan is effective and any other individual who becomes a director of
the Company after such date and who is either (i) an


 


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Appointed
Director (as such term is defined in the Partnership Agreement), (ii) a
Management Director (as such term is defined in the Partnership Agreement), or (iii)
an Elected Director (as such term is defined in the Partnership Agreement) who
was nominated to serve on the Board by a vote of at least a majority of the
Elected Directors then serving on the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies
or consents by or on behalf of a person other than the Incumbent Board.


 


(o)   “NGP Group” shall mean Natural Gas Partners
VII, L.P., Natural Gas Partners VIII, L.P., Natural Gas Partners, L.L.C. d/b/a
NGP Energy Capital Management, and their respective Affiliates (other than the
Partnership, the General Partner, ERGP and their respective subsidiaries) and
their Affiliate’s respective directors, officers, shareholders, members,
managers, representatives of management committees and employees (and members
of their respective families and trusts for the primary benefit of such family
members).


 


(p)   “Option” means an option to purchase Units
granted under the Plan.


 


(q)   “Other Unit Based Awards” means Awards granted
to an Employee, Director or Consultant pursuant to Section 6(e) hereof.


 


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


 


(s)   “Partnership Agreement” means the Agreement of
Limited Partnership of the Partnership, as it may be amended or amended and
restated from time to time.


 


(t)    “Person” means an individual or a corporation,
limited liability company, partnership, joint venture, trust, unincorporated organization,
association, governmental agency or political subdivision thereof or other
entity.


 


(u)   “Phantom Unit” means a notional Unit granted
under the Plan which upon vesting entitles the Participant to receive a Unit or
an amount of cash equal to the Fair Market Value of a Unit, as determined by
the Committee in its discretion.


 


(v)   “Restricted Period” means the period
established by the Committee with respect to an Award during which the Award
remains subject to forfeiture and is either not exercisable by or payable to
the Participant, as the case may be.


 


(w)  “Restricted Unit” means a Unit granted under
the Plan that is subject to a Restricted Period.


 


(x)    “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.


 


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


 


(z)    “Substitute Award” means an award granted
pursuant to Section 6(g) of the Plan.


 


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(aa)         “UDR” means a distribution made by the
Partnership with respect to a Restricted Unit.


 


(bb)         “Unit” means a Common Unit of the Partnership.


 


(cc)         “Unit Appreciation Right” means a contingent
right granted to an Employee, Director or Consultant pursuant to Section 6(b) that
entitles the holder to receive, in cash or Units, as determined by the
Committee in its sole discretion, an amount equal to the excess of the Fair
Market Value of a Unit on the exercise date of the Unit Appreciation Right (or
another specified date) over the exercise price of the Unit Appreciation Right.


 


(dd)         “Unit Award” means an award granted pursuant
to Section 6(d) of the Plan.


 


Section 3.    Administration.


 


(a)   Authority of the Committee.  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 following and any applicable law, the Committee, in its
sole discretion, may delegate any or all of its powers and duties under the
Plan, including the power to grant Awards under the Plan, to the Chief
Executive Officer of the General Partner, subject to such limitations on such
delegated powers and duties as the Committee may impose, if any.  Upon any such delegation all references in
the Plan to the “Committee”, other than in Section 7, shall be deemed to
include the Chief Executive Officer.  Any
such delegation shall not limit the Chief Executive Officer’s right to receive
Awards under the Plan; provided, however, the Chief Executive Officer may not
grant Awards to himself, a Director or any executive officer of the General
Partner or an Affiliate, or take any action with respect to any Award
previously granted to himself, a person who is an executive officer or a
Director.  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 Units to be covered by Awards; (iv) determine the terms and
conditions of any 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.  The
Committee may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or an Award Agreement in such manner and to such
extent as the Committee deems necessary or appropriate.  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, without limitation, the
General Partner, the Partnership, any Affiliate, any Participant, and any
beneficiary of any Participant.


 


(b)   Limitation of Liability.  The
Committee and each member thereof shall be entitled to, in good faith, rely or
act upon any report or other information furnished to him or her


 


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by
any officer or employee of the General Partner, the Partnership or their
Affiliates, the General Partner’s or the Partnership’s legal counsel,
independent auditors, consultants or any other agents assisting in the
administration of the Plan.  Members of
the Committee and any officer or employee of the General Partner, the
Partnership or any of their Affiliates acting at the direction or on behalf of
the Committee shall not be personally liable for any action or determination
taken or made in good faith with respect to this Plan, and shall, to the
fullest extent permitted by law, be indemnified and held harmless by the
General Partner with respect to any such action or determination.


 


Section 4.    Units.


 


(a)   Limits on Units Deliverable. 
Subject to adjustment as provided in Section 4(c), the maximum number of
Units that may be delivered with respect to Awards under the Plan, since its
original inception, is 7,000,000  Units
that can be used to make any Award of any type under the Plan.  Units withheld from an Award to satisfy the
Partnership’s or an Affiliate’s tax withholding obligations with respect to the
Award shall not be considered to be Units delivered under the Plan for this
purpose.  If any Award is forfeited,
cancelled, exercised, or otherwise terminates or expires without the actual
delivery of Units pursuant to such Award (the grant of Restricted Units is not
a delivery of Units for this purpose), the Units subject to such Award shall
again be available for Awards under the Plan (including Units not delivered in
connection with the exercise of an Option or Unit Appreciation Right).  There shall not be any limitation on the
number of Awards that may be granted and paid in cash.


 


(b)   Sources of Units Deliverable Under Awards.  Any
Units delivered pursuant to an Award shall consist, in whole or in part, of
Units acquired in the open market, from any Affiliate, the Partnership or any
other Person, or any combination of the foregoing, as determined by the
Committee in its discretion.


 


(c)   Anti-dilution Adjustments.  With
respect to any “equity restructuring” event that could result in an additional
compensation expense to the General Partner or the Partnership pursuant to the
provisions of FASB Accounting Standards Codification, Topic 718 if adjustments
to Awards with respect to such event were discretionary, the Committee shall
equitably adjust the number and type of Units covered by each outstanding Award
and the terms and conditions, including the exercise price and performance
criteria (if any), of such Award to equitably reflect such restructuring event
and shall adjust the number and type of Units (or other securities or property)
with respect to which Awards may be granted after such event.  With respect to any other similar event that
would not result in an accounting charge under FASB Accounting Standards
Codification, Topic 718 if the adjustment to Awards with respect to such event
were subject to discretionary action, the Committee shall have complete
discretion to adjust Awards in such manner as it deems appropriate with respect
to such other event.


 


Section 5.    Eligibility.  Any Employee, Consultant or
Director shall be eligible to be designated a Participant and receive an Award
under the Plan.  Notwithstanding the
foregoing, Employees, Consultants and Directors that provide services to
Affiliates that are not considered a single employer with the Partnership under
Code Section 414(b) or Code Section 414(c) shall not be eligible to receive
Awards which are subject to Code Section 409A until the Affiliate adopts this
Plan as a participating employer in accordance with Section 10.


 


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Section 6.    Awards.


 


(a)   Options.  The
Committee may grant Options which are intended to comply with Treasury Regulation
Section 1.409A-l(b)(5)(i)(A) only to Employees, Consultants or Directors
performing services for the Partnership or a corporation or other type of
entity in a chain of corporations or other entities in which each corporation
or other entity has a “controlling interest” in another corporation or entity
in the chain, starting with the Partnership and ending with the corporation or
other entity for which the Employee, Consultant or Director performs
services.  For purposes of this Section 6(a),
“controlling interest” means (i) in the case of a corporation, ownership of
stock possessing at least 50% of total combined voting power of all classes of
stock of such corporation entitled to vote or at least 50% of the total value
of shares of all classes of stock of such corporation; (ii) in the case of a
partnership, ownership of at least 50% of the profits interest or capital
interest of such partnership; (iii) in the case of a sole proprietorship,
ownership of the sole proprietorship; or (iv) in the case of a trust or estate,
ownership of an actuarial interest (as defined in Treasury Regulation Section 1.414(c)-2(b)(2)(ii))
of at least 50% of such trust or estate. 
The Committee may grant Options that are otherwise exempt from or
compliant with Code Section 409A to any eligible Employee, Consultant or
Director.  The Committee shall have the
authority to determine the number of Units to be covered by each Option, the
purchase price therefor and the Restricted Period and other 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 of the Plan.


 


(i)    Exercise
Price.  The
exercise price per Unit purchasable under an Option shall be determined by the
Committee at the time the Option is granted but, except with respect to
Substitute Awards, may not be less than the Fair Market Value of a Unit as of
the date of grant of the Option.


 


(ii)   Time
and Method of Exercise.  The Committee shall determine the exercise
terms and the Restricted Period with respect to an Option grant, which may
include, without limitation, a provision for accelerated vesting upon the
achievement of specified performance goals or other events, and the method or
methods by which 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 General Partner, a “cashless-broker” exercise through
procedures approved by the General Partner, or any combination of methods,
having a Fair Market Value on the exercise date equal to the relevant exercise
price.


 


(iii)  Forfeitures.  Except as otherwise provided in
the terms of the Option grant, upon termination of a Participant’s employment
with the General Partner and its Affiliates or membership on the Board,
whichever is applicable, for any reason during the applicable Restricted
Period, all unvested Options shall be forfeited by the Participant.  The Committee may, in its discretion, waive
in whole or in part such forfeiture with respect to a Participant’s Options;
provided that the waiver contemplated under this Section 6(a)(iii) shall be
effective only to the extent that such waiver will not cause the Participant’s
Options that are designed to satisfy Code Section 409A to fail to satisfy such
section.


 


(b)   Unit Appreciation Rights.  The
Committee shall have the authority to determine the Employees, Consultants and
Directors to whom Unit Appreciation Rights shall be granted, the number of
Units to be covered by each grant, whether Units or cash shall be delivered
upon exercise, the exercise price therefor and the conditions and limitations
applicable to the exercise of the Unit Appreciation Rights, including the
following terms and conditions and such additional


 


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terms
and conditions as the Committee shall determine, that are not inconsistent with
the provisions of the Plan.


 


(i)    Exercise
Price.  The
exercise price per Unit Appreciation Right shall be determined by the Committee
at the time the Unit Appreciation Right is granted but, except with respect to
Substitute Awards, may not be less than the Fair Market Value of a Unit as of
the date of grant of the Unit Appreciation Right.


 


(ii)   Time
of Exercise.  The Committee shall determine the Restricted
Period and the time or times at which a Unit Appreciation Right may be
exercised in whole or in part, which may include, without limitation, accelerated
vesting upon the achievement of specified performance goals or other events.


 


(iii)  Forfeitures.  Except as otherwise provided in
the terms of the Unit Appreciation Right grant, upon termination of a
Participant’s employment with or service to the General Partner, the
Partnership and their Affiliates or membership on the Board, whichever is
applicable, for any reason during the applicable Restricted Period, all
outstanding Unit Appreciation Rights awarded to the Participant shall be
automatically forfeited on such termination. 
The Committee may, in its discretion, waive in whole or in part such
forfeiture with respect to a Participant’s Unit Appreciation Rights.


 


(c)   Restricted Units and Phantom Units.  The
Committee shall have the authority to determine the Employees, Consultants and
Directors to whom Restricted Units or Phantom Units shall be granted, the
number of Restricted Units or Phantom Units to be granted to each such
Participant, the Restricted Period, the conditions under which the Restricted
Units or Phantom Units may become vested or forfeited and such other terms and
conditions as the Committee may establish with respect to such Awards.


 


(i)    UDRs.  To the extent provided by the
Committee, in its discretion, a grant of Restricted Units may provide that
distributions made by the Partnership with respect to the Restricted Units
shall be subject to the same forfeiture and other restrictions as the
Restricted Unit and, if restricted, such distributions shall be held, without
interest, until the Restricted Unit vests or is forfeited with the UDR being
paid or forfeited at the same time, as the case may be.  Absent such a restriction on the UDRs in the
Award Agreement, UDRs shall be paid to the holder of the Restricted Unit
without restriction at the same time as cash distributions are paid by the
Partnership to its unitholders. 
Notwithstanding the foregoing, UDRs shall only be paid in a manner that
is either exempt from or in compliance with Code Section 409A.


 


(ii)   Forfeitures.  Except as otherwise provided in
the terms of the Restricted Units or Phantom Units Award Agreement, upon
termination of a Participant’s employment with, or consultant services to, the
General Partner and its Affiliates or membership on the Board, whichever is
applicable, for any reason during the applicable Restricted Period, all
outstanding, unvested Restricted Units and Phantom Units awarded the
Participant shall be automatically forfeited on such termination.  The Committee may, in its discretion, waive
in whole or in part such forfeiture with respect to a Participant’s Restricted
Units and/or Phantom Units; provided that the waiver contemplated under this Section
6(c)(ii) shall be effective only to the extent that such waiver will not cause
the Participant’s Restricted Units and/or Phantom Units that are designed to
satisfy Code Section 409A to fail to satisfy such section.


 


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(iii)  Lapse
of Restrictions.


 


(A)  Phantom
Units.  Upon
the vesting of each Phantom Unit, subject to the provisions of Section 8(b),
the Participant shall be entitled to receive one Unit or cash equal to the Fair
Market Value of a Unit, as determined by the Committee in its discretion.


 


(B)   Restricted
Units.  Upon
the vesting of each Restricted Unit, subject to satisfying the tax withholding
obligations of Section 8(b), the Participant shall be entitled to have the
restrictions removed from his or her Unit certificate so that the Participant
then holds an unrestricted Unit.


 


(d)   Unit Awards.  A Unit Award
of Units not subject to a Restricted Period may be granted under the Plan to
any Employee, Consultant or Director as a bonus or additional compensation or
in lieu of cash compensation the individual is otherwise entitled to receive,
in such amounts as the Committee determines to be appropriate.


 


(e)   Other Unit Based Awards.  The
Committee is authorized, subject to limitations under applicable law, to grant
to Participants such other Awards that may be denominated or payable in, valued
in whole or in part by reference to, or otherwise based on, or related to,
Units, as deemed by the Committee to be consistent with the purposes of this
Plan, including, without limitation, convertible or exchangeable debt
securities, other rights convertible or exchangeable into Units, purchase
rights for Units, Awards with value and payment contingent upon performance of
the Partnership or any other factors designated by the Committee, and Awards
valued by reference to the book value of Units or the value of securities of or
the performance of specified Affiliates of the General Partner or the
Partnership.  The Committee shall
determine the terms and conditions of such Awards.  Units delivered pursuant to an Award in the
nature of a purchase right granted under this Section 6(e) shall be purchased
for such consideration, paid for at such times, by such methods, and in such
forms, including, without limitation, cash, Units, other Awards, or other
property, as the Committee shall determine. 
Cash awards, as an element of or supplement to any other Award under
this Plan, may also be granted pursuant to this Section 6(e).


 


(f)    DERs.  To the
extent provided by the Committee, in its discretion, an Award (other than a
Restricted Unit or Unit Award) may include a tandem DER grant, which may
provide that such DERs shall be paid directly to the Participant, be credited
to a bookkeeping account (with or without interest in the discretion of the
Committee) subject to the same vesting restrictions as the tandem Award, or be
subject to such other provisions or restrictions as determined by the Committee
in its discretion.  Absent a contrary
provision in the Award Agreement, DERs shall be paid to the Participant without
restriction at the same time as cash distributions are paid by the Partnership
to its unitholders.  Notwithstanding the
foregoing, DERs shall only be paid in a manner that is either exempt from or in
compliance with Code Section 409A.


 


(g)   Substitute Awards. 
Awards may be granted under the Plan in substitution for similar awards
held by individuals who become Employees, Consultants or Directors as a result
of a merger, consolidation or acquisition by the Partnership or an Affiliate of
another entity or the assets of another entity. 
Such Substitute Awards that are Options may have exercise prices less
than the Fair Market Value of a Unit on the date of the substitution if such
substitution complies with Code Section 409A and the Treasury Regulations
thereunder.


 


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(h)   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 Partnership or any Affiliate.  Awards granted in addition to or in tandem
with other Awards or awards granted under any other plan of the Partnership 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. 
Notwithstanding the foregoing but subject to Section 7(c) of the Plan,
without the approval of unitholders, the Committee will not (i) exchange or
substitute previously granted Options or Unit Appreciation Rights in a transaction
that constitutes a “repricing” as such term is used in Rule 5635(c) of the
NASDAQ Listing Rules, as amended from time to time, or (ii) cause the General
Partner, ERGP, or the Partnership to offer to purchase or exchange for cash
Options or Unit Appreciation Rights if, at the time of such offer, the Fair
Market Value of a Unit is less than the exercise price of such Options or Unit
Appreciation Rights.


 


(ii)   Performance
Conditions.  The right of a Participant to exercise or
receive, and/or the vesting or settlement of, any Award and the timing thereof
may be subject to such performance conditions as may be specified by the
Committee.  The Committee shall establish
any such performance conditions and goals based on one or more business
criteria for the General Partner and/or the Partnership, on a consolidated
basis, and/or for specified Affiliates or business or geographical units of the
Partnership, as determined by the Committee in its discretion, which may
include (but are not limited to) one or more of the following: (A) earnings per
Unit, (B) increase in revenues, (C) increase in cash flow, (D) increase in cash
flow from operations, (E) increase in cash follow return, (F) return on net
assets, (G) return on assets, (H) return on investment, (I) return on capital, (J)
return on equity, (K) economic value added, (L) operating margin, (M) contribution
margin, (N) net income, (O) net income per Unit, (P) pretax earnings, (Q) pretax
earnings before interest, depreciation and amortization, (R) pretax operating
earnings after interest expense and before incentives, service fees, and
extraordinary or special items, (S) total unitholder return, (T) debt
reduction, (U) market share, (V) change in the Fair Market Value of the Units,
(W) operating income, and (X) any of the above goals determined on an absolute
or relative basis or as compared to the performance of a published or special
index deemed applicable by the Committee including, but not limited to, the
Standard & Poor’s 500 Stock Index or a group of comparable companies.


 


(iii)  Limits
on Transfer of Awards.


 


(A)  Except
as provided in Section 6(h)(iii)(C) below, each Option and Unit Appreciation
Right 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)   Except
as provided in Section 6(h)(iii)(C) below, no Award and no right under any such
Award may be assigned, alienated, pledged, attached, sold or otherwise transferred
or encumbered by a Participant and any such purported assignment, alienation,
pledge, attachment, sale, transfer or encumbrance shall be void and
unenforceable against the General Partner, the Partnership or any Affiliate.


 


(C)   To
the extent specifically provided by the Committee with respect to an Option or
Unit Appreciation Right, an Option or Unit Appreciation Right may be
transferred by a Participant without consideration to immediate family members
or related family trusts, limited


 


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partnerships or similar entities or on such terms
and conditions as the Committee may from time to time establish.


 


(iv)  Term
of Awards.  The term of each Award shall be for such
period as may be determined by the Committee.


 


(v)   Unit
Certificates.  All certificates for 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 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 inscribed on
any such certificates to make appropriate reference to such restrictions.


 


(vi)  Consideration
for Grants.  Awards may be granted for such consideration,
including services, as the Committee shall determine.


 


(vii) Delivery
of Units or other Securities and Payment by Participant of Consideration.  Notwithstanding anything in the
Plan or any Award Agreement to the contrary, delivery of 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 General Partner is not
reasonably able to obtain Units to deliver pursuant to such Award without
violating applicable law or the applicable rules or regulations of any
governmental agency or authority or securities exchange.  No 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 tax withholding) is received by the
General Partner.


 


(viii)   Change
of Control.  No Award that constitutes a “deferral of
compensation” within the meaning of Treasury Regulation Section 1.409A-1(b),
whether by design, due to a subsequent modification in the terms and conditions
of such Award or as a result of a change in applicable law following the date
of grant of such Award, and that is not exempt from Section 409A of the Code
pursuant to an applicable exemption (any such Award, a “409A Award”) shall become exercisable, or be settled or otherwise
paid or distributed, pursuant to the Plan or the applicable Award Agreement, as
a result of a Change of Control, unless the event constituting such Change of
Control also constitutes a “change in the ownership or effective control” or “in
the ownership of a substantial portion of the assets” of the General Partner or
the Partnership within the meaning of Treasury Regulation Section 1.409A-3(i)(5);
except that, to the extent permitted under Section 409A and the Treasury
Regulations promulgated thereunder, the time of exercise, payment or settlement
of a 409A Award shall be accelerated, or payment shall be made under the Plan
in respect of such Award, upon the occurrence of a Change of Control, as
determined by the Committee in its discretion, to the extent necessary to pay
income, withholding, employment or other taxes imposed on such 409A Award.  To the extent any 409A Award does not become
exercisable or is not settled or otherwise payable upon a Change of Control as
a result of the limitations described in the preceding sentence, it shall
become exercisable or be settled or otherwise payable upon the occurrence of an
event that qualifies as a permissible time of distribution in respect of such
409A Award under Section 409A and the Treasury Regulations promulgated
thereunder, the Plan and the terms of the governing Award Agreement.


 


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(ix)  Additional
Agreements.  Each Employee, Consultant or Director to whom
an Award is granted under this Plan may be required to agree in writing, as a
condition to the grant of such Award or otherwise, to subject an Award that is
exercised or settled following such Person’s termination of services with the
General Partner, the Partnership or their Affiliates to a general release of
claims and/or a noncompetition agreement in favor of the General Partner, the
Partnership, and their Affiliates, with the terms and conditions of such
agreement(s) to be determined in good faith by the Committee.


 


Section 7.    Amendment
and Termination.  Except to the extent prohibited by applicable
law:


 


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


 


(b)   Amendments to Awards. 
Subject to Section 7(a), the Committee may 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 a Participant without the consent of such
Participant.  Notwithstanding the
foregoing, the Board may amend the Plan or an Award to cause such Award to be
exempt from Code Section 409A or to comply with the requirements of Code Section
409A or any other applicable law.


 


(c)   Actions Upon the Occurrence of Certain Events.  Upon
the occurrence of a Change of Control, any change in applicable law or
regulation affecting the Plan or Awards thereunder, or any change in accounting
principles affecting the financial statements of the Partnership, the
Committee, in its sole discretion, without the consent of any Participant or
holder of the Award, and on such terms and conditions as it deems appropriate,
may take any one or more of the following actions in order to prevent dilution
or enlargement of the benefits or potential benefits intended to be made
available under the Plan or an outstanding Award:


 


(i)    provide
for either (A) the termination of any Award in exchange for an amount of cash,
if any, equal to the amount that would have been attained upon the exercise of
such Award or realization of the Participant’s rights (and, for the avoidance
of doubt, if as of the date of the occurrence of such transaction or event the
Committee determines in good faith that no amount would have been attained upon
the exercise of such Award or realization of the Participant’s rights, then
such Award may be terminated by the General Partner without payment); provided,
that, in the event the occurrence giving rise to the Committee’s exercise of
its powers under this Section 7(c) is a transaction pursuant to which the
Partnership or the General Partner is survived by a successor entity with a
readily tradable security, the Committee shall not have the authority to
terminate and cash out any such Award pursuant to this Section 7(c)(i)(A) but
will instead but required to provide for the assumption of such Awards by the
successor or survivor entity in accordance with Section 7(c)(ii) below, or (B) the
replacement of such Award with other rights or property selected by the
Committee in its sole discretion;


 


(ii)   provide
that such Award be assumed by the successor or survivor entity, or a parent or
subsidiary thereof, or be exchanged for similar options, rights or awards
covering the equity of the successor or survivor, or a parent or subsidiary
thereof, with appropriate adjustments as to the number and kind of equity
interests and prices;


 


12

















 


(iii)  make
adjustments in the number and type of Units (or other securities or property)
subject to outstanding Awards, and in the number and kind of outstanding Awards
or in the terms and conditions of (including the exercise price), and the
vesting and performance criteria included in, outstanding Awards, or both;


 


(iv)  provide
that such Award shall be exercisable or payable, notwithstanding anything to
the contrary in the Plan or the applicable Award Agreement; and


 


(v)   provide
that the Award cannot be exercised or become payable after such event, i.e.,
shall terminate upon such event.


 


Notwithstanding
the foregoing, (i) any such action contemplated under this Section 7 shall be
effective only to the extent that such action will not cause any Award that is
designed to satisfy Code Section 409A to fail to satisfy such section, and (ii)
with respect to an above event that is an “equity restructuring” event that
would be subject to a compensation expense pursuant to FASB Accounting
Standards Codification, Topic 718, the provisions in Section 4(c) shall control
to the extent they are in conflict with the discretionary provisions of this Section
7.


 


Section 8.    General
Provisions.


 


(a)   No Rights to Award.  No
Person shall have any claim to be granted any Award under the Plan, 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)   Tax Withholding.  Unless
other arrangements have been made that are acceptable to the General Partner or
an Affiliate, the Partnership or 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, Units,
Units that would otherwise be issued pursuant to such Award 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 General Partner or Affiliate to satisfy its withholding
obligations for the payment of such taxes.


 


(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 General Partner or any Affiliate or to remain
on the Board, as applicable. 
Furthermore, the General Partner or an Affiliate may at any time dismiss
a Participant from employment free from any liability or any claim under the
Plan, unless otherwise expressly provided in the Plan, any Award Agreement or
other agreement.


 


(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 Texas without regard to its conflicts of laws principles.


 


(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 under any law deemed applicable by the
Committee, 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 the Plan or
the Award, such provision shall be stricken as to such 


 


13

















 


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 Units or other consideration
under an Award if, in its sole discretion, it determines that the issuance or
transfer of such Units or such other consideration might violate any applicable
law or regulation, the rules of the principal securities exchange on which the
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 General Partner 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 or Fund Created.  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 General
Partner or any Affiliate and a Participant or any other Person.  To the extent that any Person acquires a right
to receive payments from the General Partner or any Affiliate pursuant to an
Award, such right shall be no greater than the right of any general unsecured
creditor of the General Partner or such Affiliate.


 


(h)   No Fractional Units.  No
fractional Units shall be issued or delivered pursuant to the Plan or any
Award, and the Committee shall determine whether cash, other securities, or
other property shall be paid or transferred in lieu of any fractional Units or
whether such fractional Units or any rights thereto shall be canceled,
terminated, or otherwise eliminated.


 


(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)    Facility Payment.  Any
amounts payable hereunder to any person under legal disability or who, in the
judgment of the Committee, is unable to manage properly 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 that the Committee may select, and the
General Partner shall be relieved of any further liability for payment of such
amounts.


 


(k)   Participation by Affiliates.  In
making Awards to Employees employed by an entity other than the General
Partner, 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 for services rendered for the benefit of the Partnership,
such payments or reimbursement payments may be made by the Partnership directly
to the Affiliate.


 


(l)    Gender and Number.  Words
in the masculine gender shall include the feminine gender, the plural shall
include the singular and the singular shall include the plural.


 


(m)  Code Section 409A. 
Notwithstanding any other provision of the Plan to the contrary, any
Award subject to Code Section 409A is intended to satisfy the application of
Code Section 409A to the Award.


 


(n)   No Guarantee of Tax Consequences.  None
of the Board, the Committee, the Partnership nor the General Partner makes any
commitment or guarantee that any federal, state or local tax treatment will (or
will not) apply or be available to any Participant.


 


14

















 


(o)   Specified Employee under Code Section 409A. 
Subject to any other restrictions or limitations contained herein, in
the event that a “specified employee” (as defined under Code Section 409A and
the Treasury Regulations thereunder) becomes entitled to a payment under an
Award which is a 409A Award on account of a “separation from service” (as
defined under Code Section 409A and the Treasury Regulations thereunder), such
payment shall not occur until the date that is six months plus one day from the
date of such separation from service. 
Any amount that is otherwise payable within the six month period
described herein will be aggregated and paid in a lump sum without interest.


 


Section 9.    Term of the
Plan.  The Plan shall be effective on the date of
its approval by the Board and shall continue until the earliest of (i) the date
terminated by the Board, (ii) all Units available under the Plan have been paid
to Participants, or (iii) the 10th anniversary of the date the Plan, as amended
and restated, is approved by the Board. 
Unless otherwise expressly provided in the Plan or in an applicable
Award Agreement, however, any Award granted prior to such termination, and the
authority of 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.  Adoption by
Affiliates.  With the consent of the Committee, any
Affiliate that is not considered a single employer with the Partnership under
Code Section 414(b) or Code Section 414(c) may adopt the Plan for the benefit
of its Employees, Consultants or Directors by written instrument delivered to
the Committee before the grant to such Affiliate’s Employees, Consultants or
Directors under the Plan of any 409A Award.


 


15

















 


IN WITNESS WHEREOF, this Plan has been
executed on September 17, 2010.


 


 


	
   

  	
  EAGLE
  ROCK ENERGY PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Eagle Rock Energy GP, L.P.,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Eagle Rock Energy G&P, LLC, its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Joseph
  A. Mills

  
	
   

  	
   

  	
  Name:

  	
  Joseph
  A. Mills

  
	
   

  	
   

  	
  Title:

  	
  Chairman
  and Chief Executive Officer

  



 


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