Exhibit 10.53


 





 


December 8, 2008


 


«FirstName» «MI» «LastName»


«Street1»


«City» «State» «Zip»


 


Re:          Amendments to
Long-Term Incentive Plans and Awards


 


Dear «Salutation»:


 


The purpose of this letter is to notify you of and explain certain
amendments that will apply to all outstanding Awards under the 1998 Long Term
Incentive Plan, the 2005 Long Term Incentive Plan (including the PPX Legacy
Plan) and the 2006 Tracking Unit Plan (as they may be amended from time to time,
the “Long-Term Incentive Plans”).  The
relevant provisions deal with vesting of your Awards in the event of the
termination of your employment because of your death or disability (which, if
applicable, is defined in the grant letter for your Awards).  These amendments are intended to avoid unintended
and adverse tax consequences to you (including acceleration of the taxability
of income into a year prior to actual receipt, plus a 20% penalty) that might
otherwise result under Section 409A of the Internal Revenue Code.


 


Our records indicate that your Awards also include a “change of control”
provision, which also requires amendment to assure compliance with Section 409A.  This letter constitutes an amendment to any
existing grant agreement evidencing Awards  to you under the Long-Term Incentive Plans.


 


As currently drafted, your grant agreement would accelerate vesting if
a change of control occurs, but only if accompanied by a “change in status.”  This amendment changes the definition of the
phrase “change in status.”  The new
definition (set forth in numbered paragraph 2 below) generally provides that a
change in status occurs only if (i) the Company terminates your employment
other than for Cause or (ii) you terminate employment for any of the
reasons stated.  The basic change in the
definition is in the second part.  The
current definition does not require actual termination of employment by you for
the accelerated vesting to occur.  Also,
the current definition includes a material change in fringe benefits as an
acceleration event, which is not included in the amended definition.


 


Your Awards are amended, effective as of December 4, 2008, as follows:


 


333 Clay Street, Suite 1600  ·  Houston, Texas 77002  ·  713/646-4100 or 800-564-3036


 

















 


1.  The following language is
hereby added to each Long-Term Incentive Plan and to each Award outstanding thereunder:


 


It is the intent that each Award under this Plan shall either (i) qualify
as a “short term deferral” as such phrase is used in Section 409A of the
Code or (ii) comply with the requirements of Section 409A.  In that regard, notwithstanding anything in
any Award to the contrary, (i) in no event shall payment of or under an
Award be made later than 21⁄2 months following the year in which such payment
ceases to be subject to a substantial risk of forfeiture for purposes of Section 409A;
(ii) for any Award in which all or a portion becomes “nonforfeitable” upon
the occurrence of an event, the relevant provisions of such Award shall be
deemed to include a proviso that (i) to the extent all requirements for
vesting but for the passage of time have been met as of the occurrence of such
event, payment shall be made as of the next following Distribution Date and (ii) to
the extent additional vesting would require the achievement of additional
performance thresholds (e.g. distribution or earnings levels), vesting shall
occur and payment made (if based on a distribution) on the Distribution Date on
which the threshold is achieved or (if based on earnings or other performance
metric) the next Distribution Date following the date on which the threshold is
achieved.  For this purpose, as used
herein and in any Award, the phrase “Distribution Date” shall mean the day in
February, May, August or November in any year (as such month and year
are specified in the Award or as context dictates; e.g., the “next following
Distribution Date” after the occurrence of an event) that is 45 days after the
end of a calendar quarter (or, if not a business day, the closest previous
business day).


 


2.  The definition of “Change in
Status” applicable to your Awards is hereby amended to read in full as follows:


 


The phrase “Change in Status” means (A) the
termination of your employment by the Company other than a Termination for
Cause, within two and a half months prior to or one year following a Change of
Control (the “Protected Period”), or (B) the termination of your
employment by you due to the occurrence during the Protected Period, without
your written consent, of (i) any material diminution in your authority,
duties or responsibilities, (ii) any material reduction in your base
salary or (iii) any other action or inaction that constitutes a material
breach of the Agreement by the Company. 
A termination by you shall not be a Change in Status unless (1) you
provide written notice to the Company of the condition in (B)(i), (B (ii) or
(B)(iii) that would constitute a change in status within 90 days of the
initial existence of the condition and (2) the Company fails to remedy the
condition within the 30-day period following such notice.  As used herein, a termination of the Employee’s
employment means a “separation from service,” for purposes of Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”).


 


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If you have any questions regarding these changes, please contact me at
extension 4484.  To assure
the desired effect for purposes of Section 409A, you must sign and return
the enclosed copy of this letter to me no later than December 31, 2008.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  PLAINS ALL AMERICAN GP LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tim Moore

  
	
   

  	
  Name:

  	
  Tim Moore

  
	
   

  	
  Title:

  	
  Vice President, General Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACKNOWLEDGED AND AGREED:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  «FirstName» «MI» «LastName»

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
					



 


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