exv10w3






Exhibit 10.3




QRE GP, LLC




LONG TERM INCENTIVE PLAN



          Section 1. Purpose of the Plan. The QR Energy Long-Term Incentive Plan (the “Plan”)
has been adopted on [______] (the “Effective Date”) by QRE GP, LLC, a Delaware limited liability
company, the general partner (“General Partner”) of QR Energy, LP, a Delaware limited partnership
(the “Partnership”). 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) “409A Award” has the meaning specified in Section 6(h)(vii).




          (b) “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.




          (c) “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.




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




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




          (f) “Change of Control” means, and shall be deemed to have occurred upon one or more of the
following events: (i) any “person” or “group” within the meaning of those terms as used in Sections
13(d) and 14(d)(2) of the Exchange Act, other than members of the General Partner, the Partnership,
or an Affiliate of either the General Partner or the Partnership, shall become the beneficial
owner, by way of merger, consolidation, recapitalization, reorganization or otherwise, of 50% or
more of the voting power of the voting securities of the General Partner or the Partnership; (ii)
the limited partners of the General Partner or the Partnership approve, in one or a series of
transactions, a plan of complete liquidation of the General Partner or the Partnership; (iii) the
sale or other disposition by the General Partner or the Partnership of all or substantially all of
its assets in one or more transactions to any Person other than an Affiliate; or (iv) the General
Partner or an Affiliate of the General Partner or the Partnership ceases to be the general partner
of the Partnership.




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




          (h) “Committee” means the Board or such committee as may be appointed by the Board to
administer the Plan.




 









 





          (i) “Consultant” means an individual who renders consulting or advisory services to the
General Partner or an Affiliate thereof.




          (j) “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.




          (k) “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).




          (l) “Effective Date” has the meaning set forth in Section 1.




          (m) “Employee” means an employee of the General Partner or an Affiliate of the General
Partner.




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




          (o) “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).




          (p) “General Partner” has the meaning set forth in Section 1.




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




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




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




          (t) “Partnership” has the meaning set forth in Section 1.




          (u) “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.




          (v) “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.




          (w) “Plan” has the meaning set forth in Section 1.




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          (x) “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.




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




          (z) “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.




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




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




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




          (dd) “Unit” means a common unit representing a limited partnership interest of the
Partnership.




          (ee) “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.




          (ff) “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, an individual 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






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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 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 number of Units that may be delivered with respect to Awards under the Plan is 1,800,000.
Units withheld from an Award or surrendered by a Participant to satisfy the Partnership’s or an
Affiliate’s tax withholding obligations or to satisfy the payment of any exercise price with
respect to the Award (including the withholding of Units with respect to Restricted Units) 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






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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. Further, if the Units issuable
pursuant to an Award are intended to be registered with the SEC on Form S-8, then only Employees,
Consultants, and Directors of the Partnership or a parent or subsidiary of the Partnership (within
the meaning of General Instruction A.1(a) to Form S-8) will be eligible to receive such an Award.




          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
that does not provide for the deferral of compensation under Treasury Regulation Section
1.409A-1(b)(5)(i)(A) 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. The exercise price per Unit purchasable under
an Option that does not provide for the deferral of compensation by reason of satisfying the
short-term deferral rule set forth in Treasury Regulation Section 1.409A-1(b)(4) or that is
compliant with Code Section 409A shall be determined by the Committee at the time the Option
is granted.




          (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, withholding
Units from an Award, a “cashless-broker” exercise through procedures approved by the General
Partner, or any



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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 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 and may be
more or less than the Fair Market Value of a Unit as of the date of grant of the Award.
Notwithstanding the foregoing, the exercise price per Unit that may be acquired under a Unit
Appreciation Right that does not provide for the deferral of compensation under Treasury
Regulation Section 1.409A-1(b)(5)(i)(A) shall 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



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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.




          (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






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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.




          (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.




          (ii) Limits on Transfer of Awards.




               (A) Except as provided in Section 6(h)(ii)(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)(ii)(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 partnerships or similar entities or on such terms and conditions as the Committee
may from time to time establish.




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




          (iv) 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



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Committee may cause a legend or legends to be inscribed on any such certificates to
make appropriate reference to such restrictions.




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




          (vi) 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.




          (vii) 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 “a change 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.




          (viii) 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:







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          (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 4(c) or 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;




          (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.



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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.
Notwithstanding the foregoing, with respect to any Participant who is subject to Rule 16b-3, such
tax withholding automatically shall be effected by the General Partner “netting” or withholding
Units otherwise deliverable to the Participant on the vesting or payment of such Award.




          (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 Delaware 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 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.







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          (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 and the Plan should be construed as such.




          (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.




          (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






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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.





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