exh10-1.htm


    
      Exhibit
10.1

       

    

    AMENDMENT
TO THE

     

    SEMGROUP
ENERGY PARTNERS G.P., L.L.C. LONG TERM INCENTIVE PLAN

     

    


     

    THIS
AMENDMENT (the “Amendment”) to the SemGroup Energy Partners G.P., L.L.C. Long
Term Incentive Plan (the “Plan”) is made on this 23rd day of December, 2008,
effective as of October 1, 2008, by SemGroup Energy Partners G.P., L.L.C. (the
“Company”).

     

    W I T N E
S S E T H:

     

    WHEREAS,
the Company maintains the Plan for the benefit of its employees;
and

     

    WHEREAS,
Section 10 of the Plan provides that the Board of Directors of the Company (the
“Board”) has the authority to amend the Plan at any time; and

     

    WHEREAS,
the Board desires to amend the Plan to allow for grants of subordinated units of
SemGroup Energy Partners, L.P. and to modify the definition of the term “Change
of Control”;

     

    NOW,
THEREFORE, the Plan is hereby amended with respect to any grant made on or after
October 1, 2008, to read as follows:

     

    1. Section 2
of the Plan is hereby amended to add the following definitions
thereto:

     

    “‘Common Unit’ has the same
meaning given such term in the First Amended and Restated Agreement of Limited
Partnership of SemGroup Energy Partners, L.P.

     

    ‘Subordinated Unit’ has the
same meaning given such term in the First Amended and Restated Agreement of
Limited Partnership of SemGroup Energy Partners, L.P.”

     

    2. The
definition of “Unit” in Section 2 of the Plan is hereby amended in its entirety
to read as follows:

     

    “‘Unit’ means a Common Unit or
a Subordinated Unit.”

     

    3. The
definition of “Change of Control” in Section 2 of the Plan is hereby amended in
its entirety to read as follows:

     

    “‘Change of Control’ means, and
shall be deemed to have occurred upon the occurrence of 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 SemGroup,
L.P., Manchester Securities Corp., Alerian Finance Partners, LP, or their
respective Affiliates, shall become the beneficial owner, by way of merger,
consolidation, recapitalization, reorganization or otherwise, of 50% or more of
the combined voting power of the equity interests in the Company or the
Partnership; (ii) the limited partners of the Partnership approve, in one or a
series of transactions, a plan of complete liquidation of the Partnership; (iii)
the sale or other disposition by either the Company or the Partnership of all or
substantially all of its assets in one or more transactions to any Person other
than the Company or an Affiliate of the Company; or (iv) a transaction resulting
in a Person other than the Company or an Affiliate of the Company being the
general partner of the Partnership.”

     

    4. Section
4(b) of the Plan is hereby amended in its entirety to read as
follows:

     

    “Sources of Units Deliverable Under
Awards.  Any Units delivered pursuant to an Award shall
consist, in whole or in part, of Common Units acquired in the open market,
Common Units already owned by the Company, Common Units acquired by the Company
directly from the Partnership (by new issuance or otherwise) or any other
person, Subordinated Units acquired from the Partnership by new issuance, or any
combination of the foregoing.”

     

    


     

    [signature
page follows]

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, this Amendment is executed on the date provided
herein.

     

    


     

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

    


    By:/s/ Kevin L.
Foxx                                                                

          Name:
Kevin L. Foxx

          Title:
President and Chief Executive Officer