exh10-3.htm


    

      Exhibit
10.3

       

      SEMGROUP
ENERGY PARTNERS G.P., L.L.C.

      LONG-TERM
INCENTIVE PLAN

       

      DIRECTOR
RESTRICTED SUBORDINATED UNIT AGREEMENT

       

      This
Restricted Subordinated Unit Agreement (“Agreement”) between SemGroup Energy
Partners G.P., L.L.C. (the “Company”) and _________________ (the “Participant”),
a Director of the Company, regarding an award (“Award”) of _______ Subordinated
Units (as defined in the SemGroup Energy Partners G.P., L.L.C. Long-Term
Incentive Plan (the “Plan”)) granted to the Participant on _____________ (the
“Grant Date”), such number of Subordinated Units (the “Restricted Subordinated
Units”) subject to adjustment as provided in the Plan, and further subject to
the following terms and conditions:

       

      1. Relationship to
Plan.  This Award is subject to all of the terms, conditions
and provisions of the Plan and administrative interpretations thereunder, if
any, which have been adopted by the Committee thereunder and are in effect on
the date hereof.  Except as defined herein, capitalized terms shall
have the same meanings ascribed to them under the Plan.

       

      2. Vesting
Schedule.

       

      (a) This
Award shall vest and the Restricted Period with respect to the Restricted
Subordinated Units subject thereto shall end in installments in accordance with
the following schedule:

       

      
        
          
            	
                    Date

                  	
                    Vested
      Increment

                  	
                    Total
      Vested Percentage

                  
	
                    10/01/09

                  	
                    33
      1/3%

                  	
                    33
      1/3%

                  
	
                    10/01/10

                  	
                    33
      1/3%

                  	
                    66
      2/3%

                  
	
                    10/01/11

                  	
                    33
      1/3%

                  	
                    100%

                  


          

        

      

       

      The
number of Restricted Subordinated Units that vest as of each date described
above will be rounded down to the nearest whole Restricted Subordinated Unit,
with any remaining Restricted Subordinated Units to vest with the final
installment.  The Participant must be continuously serving as a
Director from the Grant Date through the applicable vesting date in order for
the Award to become vested with respect to additional Restricted Subordinated
Units on such date.

       

      (b) All
Restricted Subordinated Units subject to this Award shall vest upon the
occurrence of a Change of Control, irrespective of the limitations set forth in
subparagraph (a) above, provided that the Participant has been continuously
serving as a Director from the Grant Date through the date of the Change of
Control.

       

      3. Forfeiture of
Award.  If the Participant’s service with the Company or any of
its Affiliates terminates for any reason all unvested Restricted Subordinated
Units shall be immediately forfeited as of the date of the Participant’s
termination; provided, however, the Restricted Subordinated Units shall become
fully vested with respect to all of the Restricted Subordinated Units subject to
this Award on the date on which the Participant experiences a Qualifying
Event.  A “Qualifying Event” means the Participant's status as a
director of the Company and/or an Affiliate of the Company (collectively, the
“Affiliated Group”) is terminated due to (A) death or (B) the Participant's
removal as, or not being re-elected or re-appointed as, a director of one or
more entity member(s) of the Affiliated Group by the member(s), shareholder(s)
or Board of Directors, as appropriate, of such entity or entities, as
applicable, which removal or failure to re-elect or re-appoint shall not have
been as a result of, caused by, or related to, Participant's resignation, or
Participant's unwillingness to serve, for whatever reason, as a director of such
entity or entities.

       

      4. Delivery of Subordinated Units;
Rights as Unitholder.  The Restricted Subordinated Units will
be evidenced, at the sole option and in the sole discretion of the Committee,
either (i) in book-entry form in the Participant’s name in the Unit register of
the Partnership maintained by the Partnership’s transfer agent or (ii) a unit
certificate issued in the Participant's name.  Participant shall have
voting rights and shall be entitled to receive all distributions made by the
Partnership as if such Restricted Subordinated Units were Subordinated Units
free and clear of any restrictions.  If the Restricted Subordinated
Units are evidenced by a certificate, the certificate shall bear the following
legend:

       

      THE
SUBORDINATED UNITS EVIDENCED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO AN
AGREEMENT MADE AS OF ______________________, A COPY OF WHICH IS ATTACHED HERETO
AND INCORPORATED HEREIN, BETWEEN THE SEMGROUP ENERGY PARTNERS, G.P., L.L.C. (THE
“GENERAL PARTNER”) AND THE REGISTERED HOLDER OF THE SUBORDINATED UNITS, AND ARE
SUBJECT TO FORFEITURE TO THE GENERAL PARTNER UNDER CERTAIN CIRCUMSTANCES
DESCRIBED IN SUCH AGREEMENT.  THE SALE, ASSIGNMENT, PLEDGE OR OTHER
TRANSFER OF THE SUBORDINATED UNITS EVIDENCED BY THIS CERTIFICATE IS PROHIBITED
UNDER THE TERMS AND CONDITIONS OF SUCH AGREEMENT, AND SUCH SUBORDINATED UNITS
MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED
IN SUCH AGREEMENT.

       

      The
Committee may cause the certificate to be delivered upon issuance to the
secretary of the Company as a depository for safekeeping until the forfeiture
occurs or the Restricted Period ends pursuant to the terms of this
Agreement.  Upon request of the Committee, the Participant shall
deliver to the Company a unit power, endorsed in blank, relating to the
Restricted Subordinated Units then subject to the Restricted
Period.  The Company may place a “stop transfer” order against
Subordinated Units issued pursuant to this Award until all restrictions and
conditions set forth in the Plan or this Agreement and in the legends referred
to in this Section 4 have been complied with.  Upon termination of
the Restricted
Period, the Company shall release the restrictions on any vested Subordinated
Units and a certificate representing such vested
Subordinated Units shall be delivered to the Participant upon
request.

       

      5. Purchase for
Investment.  The Subordinated Units covered by this Agreement
have not been registered under the Securities Act of 1933, as amended (the
“Act”).  The Participant represents and warrants that, as of the date
hereof, he (1) is an “accredited investor” within the meaning of Rule 501 of
Regulation D promulgated by the Securities and Exchange Commission (the
“Commission”) pursuant to the Act and (2) is acquiring such Subordinated Units
for his own account for investment and not with a view to, or for sale in
connection with, the distribution of such Subordinated Units or any part
thereof.  The Participant may be required to execute such documents as
the Company determines are necessary and appropriate to effectuate the issuance
and transfer of the Subordinated Units to the Participant.

       

      The
certificates evidencing Subordinated Units issued pursuant to this Agreement
will bear the following legend or such other legend as determined by the
Company:

       

      THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND
THE OFFER AND SALE OF SUCH SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR ANY STATE SECURITIES OR BLUE SKY
LAWS.  THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT OR APPLICABLE
STATE SECURITIES OR BLUE SKY LAWS.  ADDITIONALLY, THE TRANSFER OF
THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE SEMGROUP ENERGY
PARTNERS G.P., L.L.C. LONG-TERM INCENTIVE PLAN, THE ASSOCIATED AWARD AGREEMENT
AND ANY APPLICABLE SHAREHOLDER AGREEMENT, AND NO TRANSFER OF THESE SECURITIES
SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN
FULFILLED.  COPIES OF SUCH PLAN, AWARD AGREEMENT AND SHAREHOLDER
AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF
RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE ISSUER HEREOF.

       

      The
Company may also impose stop-transfer instructions with respect to any matter
contemplated by the Plan or Agreement.

       

      6. Receipt of
Information.  The Participant acknowledges that he has (a) had
access to SemGroup Energy Partners, L.P.’s (the “Partnership’s”) periodic
filings with the Commission, including the Partnership’s Annual Report on Form
10-K, Quarterly Reports on Form 10-Q, and Current Reports filed on Form 8-K
and (b) been provided a reasonable opportunity to ask questions of and receive
answers from representatives of the Partnership and the Company regarding such
matters sufficient to enable the Participant to evaluate the risks and merits of
entering into this Agreement.

       

      7. Code Section 83(b)
Election.  The Participant shall be permitted to make an
election under Section 83(b) of the Code, to include an amount in income in
respect of the Award of Restricted Subordinated Units in accordance with the
requirements of Section 83(b) of the Code.

       

      8. Assignment of
Award.  The Participant’s rights under this Agreement and the
Plan are personal; no assignment or transfer of the Participant’s rights under
and interest in this Award may be made by the Participant other than by will, by
beneficiary designation, by the laws of descent and distribution or by a
qualified domestic relations order.

       

      9. No Guarantee of Continued
Service.  No provision of this Agreement shall confer any right
upon the Participant to continue serving as a Director.

       

      10. Governing Law.  This
Agreement shall be governed by, construed, and enforced in accordance with the
laws of the State of Delaware.

       

      11. Amendment.  This
Agreement cannot be modified, altered or amended, except by an agreement, in
writing, signed by both the Company and the Participant.

       

       

                                          SEMGROUP
ENERGY PARTNERS G.P., L.L.C.


       

                  Date:                                                               By:                                                                           

       

                      Name:                                                                      


       

                      Title:                                                                        

       

      The
Participant hereby accepts the foregoing Agreement, subject to the terms and
provisions of the Plan and administrative interpretations thereof referred to
above.

       

                  PARTICIPANT:

       

      


                  Date:                                                                                                  
    
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