exh10-2.htm


    Exhibit
10.2

     

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

    LONG-TERM
INCENTIVE PLAN

     

    DIRECTOR
RESTRICTED COMMON UNIT AGREEMENT

     

    This
Restricted Common 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 _______ Common 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 Common Units (the “Restricted Common 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 Common
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 Common Units that vest as of each date described above will
be rounded down to the nearest whole Restricted Common Unit, with any remaining
Restricted Common 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 Common Units on such date.

     

    (b) All
Restricted Common 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 Common Units
shall be immediately forfeited as of the date of the Participant’s termination;
provided, however, the Restricted Common Units shall become fully vested with
respect to all of the Restricted Common 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 Common Units; Rights as
Unitholder.  The Restricted Common 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 Common Units were Common Units free and clear
of any restrictions.  If the Restricted Common Units are evidenced by
a certificate, the certificate shall bear the following legend:

     

    THE
COMMON 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 COMMON 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 COMMON UNITS EVIDENCED BY THIS CERTIFICATE IS PROHIBITED UNDER
THE TERMS AND CONDITIONS OF SUCH AGREEMENT, AND SUCH COMMON 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 Common Units then subject to the Restricted Period.  The
Company may place a “stop transfer” order against Common 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 Common Units
and a certificate representing such vested Common
Units shall be delivered to the Participant upon request.

     

    5. Purchase for
Investment.  The Common 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 Common Units for his
own account for investment and not with a view to, or for sale in connection
with, the distribution of such Common 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
Common Units to the Participant.

     

    The
certificates evidencing Common 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 Common 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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