Form of Long-Term Incentive Plan



 Exhibit 10.8 
 ATLAS ENERGY RESOURCES 
 LONG-TERM INCENTIVE PLAN 
 SECTION 1: PURPOSE OF THE PLAN. 
 The Atlas Energy Resources Long-Term
Incentive Plan (the “Plan”) is intended to promote the interests of Atlas Energy Resources, LLC, a Delaware limited liability company (the “Company”), by providing to its officers, directors, employees, consultants and joint
venture partners and to directors, employees and consultants of the Manager and its Affiliates (as defined below) who perform services to the Company and its Affiliates incentive awards for superior performance that are based on Units (as defined
below). It is also contemplated that the Plan will enhance the ability of the Company and its Affiliates to attract and retain the services of individuals who are essential for the growth and profitability of the Company and to encourage them to
devote their best efforts to advancing the business of the Company and its Affiliates. 
 SECTION 2: DEFINITIONS. 
 As used in the Plan, the following terms shall have the meanings set forth below: 
 “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. 
 “Award” means an Option, Phantom Unit, Restricted Unit or Unit Grant granted under the Plan, and shall include any tandem DERs granted with respect to a
Phantom Unit. 
 “Board” means the Board of Directors of the Company. 
 “Change in Control” means the occurrence of any of the following: 
 (1) the
Manager, or an Affiliate of the Parent, ceases to be the external manager of the Company; 
 (2) the acquisition by any Person
or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the
meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule
13d-3 under the Exchange Act, or any successor provision) of 50% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board; provided, however, that the event described
in this paragraph (2) shall not be deemed to be a change in control by virtue of any of the following acquisitions (A) by any Person that is part of a controlled group or under common control with the Company or the Parent; (ii) any
employee benefit plan (or related trust) 








 
sponsored or maintained by the Company or by any entity controlled by the Company or the Parent; or (iii) any Person controlled by any executive officer
(as defined by Rule 16a-1(f) of the Exchange Act) of the Company, the Manager or the Parent. For purposes of this definition, “controlled by” shall mean possessing, directly or indirectly, the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; 
 (3) the
sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Company, taken as a whole, to any Person other than an Affiliate; or 
 (4) during any period of 24 consecutive months, individuals who at the beginning of such period constituted the board of directors of the
Company (including for this purpose any new director whose election or nomination for election or appointment was approved by a vote of at least 2/3 of the directors then still in office who were directors at the beginning of such period) cease for
any reason to constitute at least a majority of the Board or, if Edward E. Cohen and Jonathan Z. Cohen cease to be directors of the Company. 
 Notwithstanding the foregoing, with respect to any Award that is subject to Section 409A of the Code, Change in Control shall mean a “change of control event,” as defined in the regulations and guidance issued under
Section 409A of the Code. 
 “Code” means the Internal Revenue Code of 1986, as amended, or any successor thereto. 
 “Committee” means the Board or such committee of the Board or the board or committee of an Affiliate of the Company appointed by the Board to administer the
Plan. 
 “DER” means a right, granted in tandem with a specific Phantom Unit, to receive an amount in cash equal to, and at the same time as, the
cash distributions made by the Company with respect to a Unit during the period such Phantom Unit is outstanding. 
 “Disability” means an illness
or injury that lasts at least 6 months, is expected to be permanent and renders the Participant unable to substantially carry out his or her duties to the Company or any of its Affiliates, as determined by the Committee. 
 “Employee” means any officer, employee, consultant or joint venture partner of the Company or a director, employee or consultant of the Manager or any of its
Affiliates who perform services for the Company. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 “Fair Market Value” means the closing sales price of a Unit on the applicable date (or if there is no trading in the Units on such date, the closing sales
price on the last date Units were traded). In the event Units are not publicly traded at the time a determination of fair market value is required to be made hereunder, the determination of fair market value shall be made in good faith by the
Committee. 
  

 -2- 








 “Manager” means Atlas Energy Management, Inc., a Delaware corporation, the external manager of the Company.

 “Non-employee Director” means a member of the Board of the Company that is not an Employee. 
 “Option” means an option to purchase Units granted under the Plan. 
 “Parent” means Atlas America, Inc., a Delaware corporation. 
 “Participant” means any Employee or Non-employee Director granted
an Award under the Plan. 
 “Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust,
unincorporated organization, association, government agency or political subdivision thereof or other entity. 
 “Phantom Unit” means a phantom
(notional) unit granted under the Plan which upon vesting entitles the Participant to receive a Unit or its then Fair Market Value in cash, as determined by the Committee. 
 “Restricted Period” means the period established by the Committee with respect to an Award during which the Award remains subject to forfeiture or is not exercisable by the Participant. 
 “Restricted Unit “ means a Unit granted under the Plan that is subject to a Restricted Period. 
 “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. 
 “SEC” means the Securities and Exchange Commission, or any successor thereto. 
 “Securities Act” means the Securities Act of 1933, as amended. 
 “Unit” means a common unit of the
Company. 
 “Unit Grant “ means an Award that is not subject to a Restricted Period. 
 SECTION 3: ADMINISTRATION. 
 The Plan shall be administered by the Committee. A majority of the Committee shall
constitute a quorum, and the acts of a majority 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 Company, subject to such limitations on such delegated powers and duties as the Committee may impose, if any; provided, however, that such delegation shall not limit the Chief Executive Officer’s right to receive Awards under the Plan.
Notwithstanding the foregoing, the Chief Executive Officer may not grant Awards to, or take any action with respect 

  

 -3- 








 
to any Award previously granted to, himself or a Person who is an Employee or Non-employee Director subject to Rule 16b-3. 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 terms and conditions of any Award; (iv) determine whether, to what extent, and under what circumstances Awards may be settled, exercised, canceled, or forfeited; (v) interpret
and administer the Plan and any instrument or agreement relating to an Award made under the Plan; (vi) 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 (vii) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. 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
the Company, any Affiliate, any Participant, and any beneficiary of any Award. 
 SECTION 4: UNITS. 
 (a) Units Available. Subject to adjustment as provided in Section 4(c), the number of Units with respect to which Phantom
Units, Restricted Units, Unit Grants and Options may be granted under the Plan is 3,600,000. If any Option, Phantom Unit or Restricted Unit is forfeited or otherwise terminates or is canceled or paid without the delivery of Units, then the Units
covered by such Award, to the extent of such forfeiture, termination, payment or cancellation, shall again be Units with respect to which Awards may be granted. 
 (b) Sources of Units Deliverable under Awards. Any Units delivered pursuant to an Award shall consist, in whole or in part, of
Units newly issued by the Company, Units acquired in the open market or from any Affiliate of the Company, or any other Person, or any combination of the foregoing, as determined by the Committee in its discretion. 
 (c) Adjustments. In the event that the Committee determines that any distribution (whether in the form of cash, Units, other
securities or other property), recapitalization, split, reverse split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Units or other securities of the Company, issuance of warrants or other rights
to purchase Units or other securities of the Company, or other similar transaction or event affects the Units such that an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Units (or other securities or property) with respect to which Awards may be granted, (ii) the
number and type of Units (or other securities or property) subject to outstanding Awards, and (iii) the grant or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an
outstanding Award; provided, that the number of Units subject to any Award shall always be a whole number. 
  

 -4- 








 SECTION 5: ELIGIBILITY. 
 Any Employee or Non-employee Director shall be eligible to be designated a Participant and receive an Award under the Plan. 
 SECTION 6: AWARDS.

 (a) Options. The Committee shall have the authority to determine the Employees and Non-employee Directors to
whom Options shall be granted, the number of Units to be covered by each Option, the exercise price therefor, the Restricted Period and the conditions and limitations applicable to the exercise of the Option, 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 and may not be less than its Fair Market Value as of the date of grant. 
 (ii) Time and Method of Exercise. The Committee shall determine the Restricted Period and the method or methods by which payment of
the exercise price may be made or deemed to have been made, which may include, without limitation, cash, check acceptable to the Board, a “cashless-broker” exercise through procedures approved by the Board, a recourse note from the
Participant in a form acceptable to the Board, or any combination thereof, having a fair market value on the exercise date equal to the relevant exercise price. 
 (b) Phantom Units. The Committee shall have the authority to determine the Employees and Non-employee Directors to whom Phantom
Units shall be granted, the number of Phantom Units to be granted to each such Participant, the Restricted Period, the conditions under which the Phantom Units may become vested or forfeited, whether DERs are granted with respect to an Award and
such other terms and conditions, as the Committee may determine, that are not inconsistent with the provisions of the Plan. 
 (c) Restricted Units and Unit Grants. The Committee shall have the authority to determine the Employees and Non-employee Directors to whom Restricted Units and Unit Grants shall be granted, the number of Restricted Units and/or Unit
Grants to be granted to each such Participant, the Restricted Period, the conditions under which the Restricted Units may become vested or forfeited, and such other terms and conditions as the Committee may establish with respect to such Awards.

 (d) General. 
 (i) Forfeiture. Except as otherwise provided in the terms of the Award, upon termination of a Participant’s employment with the Company or its Affiliates or membership on the Board during the applicable
Restricted Period, all Options, unvested Phantom Units and unvested Restricted Units shall be forfeited by the Participant; provided, however, that if the reason for the termination is the Participant’s death or Disability, all Options awarded
to the Participant shall become exercisable and all Phantom Units and Restricted Units shall vest automatically. The Committee may, in its discretion, waive in whole or in part any forfeiture. 
  

 -5- 








 (ii) 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 Company or any Affiliate. 
 (iii) Limits on Transfer of Awards. 
 A. Except as provided in (C) below, each Award 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 (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
Company or any Affiliate thereof. 
 C. To the extent specifically provided by the Committee with respect to an Award grant,
an Award 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. In
addition, Awards may be transferred by will and the laws of descent and distribution. 
 (iv) Unit Certificates. All
certificates for Units or other securities of the Company 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 put on any
such certificates to make appropriate reference to such restrictions. 
 (v) Delivery of Units or Other Securities and
Payment by Participant of Consideration. Notwithstanding anything in the Plan or any grant 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 Company is not reasonably able to obtain or issue Units pursuant to such Award without violating the rules or regulations of any applicable law or securities exchange. No Units or other securities shall be
delivered pursuant to any Award until payment in full of any amount required to 

  

 -6- 








 
be paid pursuant to the Plan or the applicable Award grant agreement (including, without limitation, any exercise price or tax withholding) is received by
the Company. 
 (vi) Rule 16b-3. It is intended that the Plan and any Award made to a Participant subject to
Section 16 of the Exchange Act meet all of the requirements of Rule 16b-3. If any provision of the Plan or any such Award would disqualify the Plan or such Award under, or would otherwise not comply with Rule 16b-3, such provision or Award
shall be construed or deemed amended to conform to Rule 16b-3. 
 (vii) Status of Original Issue Units. The Company
intends, but shall not be obligated, to register for sale under the Securities Act the Units acquirable pursuant to Awards, and to keep such registration effective throughout the period that any Awards are in effect. In the absence of such effective
registration or an available exemption from registration under the Securities Act, delivery of Units acquirable pursuant to Awards shall be delayed until registration of such Units is effective or an exemption from registration under the Securities
Act is available. In the event exemption from registration under the Securities Act is available, a Participant (or a Participant’s estate or personal representative in the event of the Participant’s death or incapacity), if requested by
the Company to do so, will execute and deliver to the Company in writing an agreement containing such provisions as the Company may require to assure compliance with applicable securities laws. No sale or disposition of Units acquired pursuant to an
Award by a Participant shall be made in the absence of an effective registration statement under the Securities Act with respect to such Units unless an opinion of counsel satisfactory to the Company that such sale or disposition will not constitute
a violation of the Securities Act or any other applicable securities laws is first obtained. 
 (viii) Change in
Control. Upon a Change in Control, all Awards that are not subject to Section 409A of the Code shall automatically vest and become payable or exercisable, as the case may be, in full. In this regard, all Restricted Periods shall terminate
and all performance criteria, if any, shall be deemed to have been achieved at the maximum level. To the extent an Option is not exercised upon a Change in Control, the Committee may, in its discretion, cancel such Award without payment or provide
for a replacement grant with respect to such property and on such terms as it deems appropriate. With respect to an Award that is subject to Section 409A of the Code, the Plan may be terminated within 30 days preceding or the 12 months
following the Change in Control and all such Awards that are Vested paid, provided that all substantially similar plans sponsored by the Company and its affiliates (for purposes of Section 409A) are terminated and all participants in the
substantially similar plans are required to receive all compensation deferred under such terminated arrangements within 12 months of the date of termination of the arrangements. 
  

 -7- 








 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 or the Committee may amend, alter, suspend, discontinue, or terminate the Plan in any manner without
the consent of any member, Participant, other holder or beneficiary of an Award, or 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. 
 (c) Adjustment of Awards upon the
Occurrence of Certain Unusual or Nonrecurring Events. The Committee is hereby authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including,
without limitation, the events described in Section 4(c) of the Plan) affecting the Company or the financial statements of the Company, or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines
that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. 
 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 Participant. 
 (b) Withholding. The Company or any 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, other securities. 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 Company or Affiliate to satisfy its withholding
obligations for the payment of such taxes. 
 (c) No Right to Employment. The grant of an Award shall not be construed
as giving a Participant the right to be retained in the employ of the Company or any Affiliate or to remain on the Board. Further, the Company 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 or in any Award agreement. 
  

 -8- 








 (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 and applicable federal law. 
 (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 laws, 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 or 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
Company or an Affiliate to recover the same under Section 16(b) of the Exchange Act, and any payment tendered to the Company 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 Company or any participating Affiliate and a Participant or any other Person. 
 (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 properly manage 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 which the Committee may select, and the Company shall be relieved of any further liability for payment of such amounts. 
 SECTION 9: TERM OF THE PLAN. 
 The Plan shall be effective on the date
of its approval by the Unit holders and shall continue until the date terminated by the Board or Units are no longer available for the grant of Awards under the Plan, whichever occurs first. However, unless otherwise expressly provided in the Plan
or in an applicable Award agreement, any Award granted prior to such termination, and the authority of the Board or 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. 
  

 -9-