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Exhibit 10.4  


 
 

CROSSTEX ENERGY GP, LLC
  LONG-TERM INCENTIVE PLAN    
  


Section 1.    Purpose Of The Plan.  


        The Crosstex Energy GP, LLC Long-Term Incentive Plan (the "Plan") is intended to promote the interests of Crosstex Energy, L.P., a Delaware limited
partnership (the "Partnership"), by providing to employees and directors of Crosstex Energy GP, LLC (the "Company") and its Affiliates who perform services for the Partnership incentive compensation
awards for superior performance that are based on Units. The Plan is also contemplated to 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 Partnership and to encourage them to devote their best efforts to the business of the Partnership, thereby advancing the interests of the
Partnership and its partners. 


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 or Restricted Unit granted under the Plan, and shall include any tandem DERs granted with respect to such Award. 


        "Board"
means the Board of Directors of the Company. 


        "Change
in Control" means, and shall be deemed to have occurred if, (i) Yorktown Partners LLC, a Delaware limited liability company, or its Affiliates including any funds under
its management ("Yorktown") no longer directly or indirectly owns a controlling interest in the Company, (ii) any sale, lease, exchange or other transfer (in one or a series of related
transactions) of all or substantially all of the assets of the Partnership or the Company to any Person or its Affiliates, other than the Partnership, the Company or any of their Affiliates or
(iii) any merger, reorganization, consolidation or other transaction pursuant to which more than 50% of the combined voting power of the equity interests in the Company ceases to be owned by
Persons who own such interests as of the initial public offering date of the Units. 


        "Committee"
means the Compensation Committee of the Board or such other committee of the Board appointed to administer the Plan. 


        "DER"
means a contingent right, granted in tandem with a specific Restricted Unit, to receive an amount in cash equal to the cash distributions made by the Partnership with respect to a
Unit during the period such Restricted Unit is outstanding. 


        "Director"
means a "non-employee director" of the Company, as defined in Rule 16b-3. 


        "Employee"
means any employee of the Company or an Affiliate, as determined by the Committee. 


        "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, on the next preceding date on which there was
trading) as reported in The Wall Street Journal (or other reporting service approved by the Committee). 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. 


        "Option"
means an option to purchase Units granted under the Plan. 


        "Participant"
means any Employee or Director granted an Award under the Plan. 


        "Partnership
Agreement" means the Amended and Restated Agreement of Limited Partnership of Crosstex Energy, L.P. 



        "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. 


        "Restricted
Period" means the period established by the Committee with respect to an Award during which the Award either remains subject to forfeiture or is not exercisable by or payable
to the Participant. 


        "Restricted
Unit" means a phantom unit granted under the Plan which upon or following vesting entitles the Participant to receive a Unit. 



        "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. 


        "Unit"
means a Common Unit of the Partnership or any other securities or other consideration into which a Common Unit of the Partnership is converted pursuant to any capital
reorganization, recapitalization, merger or other similar transaction. 



Section 3.    Administration.  


        The Plan shall be administered by the Committee. A majority of the Committee shall constitute a quorum, and the acts 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 (provided the Chief Executive Officer is a member of the Board), subject to such limitations on such delegated powers and duties as the Committee may impose, if any. Upon any
such delegation all references in the Plan to the "Committee," other than in Section 7, shall be deemed to include the Chief Executive Officer; 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 to any
Award previously granted to himself, a person who is an officer subject to Rule 16b-3 or a member of the Board. 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 number of Units to be covered by Awards; (iv) determine the terms and conditions of any Award;
(v) determine whether, to what extent, and under what circumstances Awards may be settled, exercised, canceled, or forfeited; (vi) interpret and administer the Plan and any instrument or
agreement relating to an Award made under the Plan; (vii) 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 (viii) 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 


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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, the Partnership, 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 (i) Restricted Units may be granted under the Plan is
233,000 and (ii) Options may be granted under the Plan is 467,000. If any Option or Restricted Unit is forfeited or otherwise terminates or is canceled
without the delivery of Units, then the Units covered by such Award, to the extent of such forfeiture, termination or cancellation, shall again be Units with respect to which Options or Restricted
Units may be granted, as the case may be. 


 
 

           (b)    Sources of Units Deliverable Under Awards.     Any Units delivered pursuant to an Award shall consist,
 in whole or in part, of Units acquired in the open market, from any Affiliate, the Partnership 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 Partnership, issuance
of warrants or other rights to purchase Units or other securities of the Partnership, or other similar transaction or event affects the Units such that an adjustment is determined by the Committee to
be 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 under the Plan, (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 outstanding 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. 



Section 5.    Eligibility.  


        Any Employee who performs services for the benefit of the Partnership or 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 Directors to whom Options
shall be granted, the number of Units to be covered by each
Option, the purchase price therefor and the conditions and limitations applicable to the exercise of the Option, including the following terms and conditions and such additional terms and conditions,
as the Committee shall determine, that are not inconsistent with the provisions of the Plan. 



          (i)    Exercise Price.    The purchase price per Unit purchasable under an Option shall be determined by the
Committee at the time the Option is granted and may be more or 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, i.e., the time or times
at which an Option may be exercised in whole or in part, which may include, without limitation, accelerated vesting upon the achievement of specified performance goals, and the method or methods by
which payment of the exercise price with respect thereto may be made or deemed to have been made, which, unless otherwise prohibited by applicable law, may include, 



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without limitation, cash, check acceptable to the Company, a "cashless-broker" exercise through procedures approved by the Company, other securities or other property, a note from the Participant in
a form acceptable to the Company, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price. 


        (iii)    Term.    Subject to earlier termination as provided in the grant agreement or the Plan, each Option shall
expire on the tenth anniversary of its date of grant. 


        (iv)    Forfeiture.    Except as otherwise provided in the terms of the Option grant, upon termination of a
Participant's employment with the Company and its Affiliates or membership on the Board, whichever is applicable, for any reason during the applicable Restricted Period, all Options shall be forfeited
by the Participant. The Committee may, in its discretion, waive in whole or in part such forfeiture with respect to a Participant's Options. 




 
 

           (b)    Restricted Units.     The Committee shall have the authority to determine the Employees and Directors
to whom Restricted Units shall be granted, the number of Restricted Units to be
granted to each such Participant, the Restricted Period, the conditions under which the Restricted Units may become vested or forfeited, which may include, without limitation, the accelerated vesting
upon the achievement of specified performance goals, and such other terms and conditions as the Committee may establish with respect to such Awards, including whether DERs are granted with respect to
such Restricted Units. 



          (i)    DERs.    To the extent provided by the Committee, in its discretion, a grant of Restricted Units may include a
tandem DER grant, which may provide that such DERs shall be paid directly to the Participant, be credited to a bookkeeping account (with or without interest in the discretion of the Committee) subject
to the same vesting restrictions as the tandem Award, or be subject to such other provisions or restrictions as determined by the Committee in its discretion. 


        (ii)    Forfeiture.    Except as otherwise provided in the terms of the Restricted Units grant, upon termination of a
Participant's employment with the Company and its Affiliates or membership on the Board, whichever is applicable, for any reason during the applicable Restricted Period, all Restricted Units shall be
forfeited by the Participant. The Committee may, in its discretion, waive in whole or in part such forfeiture with respect to a Participant's Restricted Units. 



        (iii)    Lapse of Restrictions.    Upon or following the vesting of each Restricted Unit, the Participant shall be
entitled to receive from the Company one Unit, subject to the provisions of Section 8(b). 




 
 

           (c)    General.     



          (i)    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. Awards granted
in addition to or in tandem with other Awards or awards granted under any other plan of the Company or any Affiliate may be granted either at the same time as or at a different time from the grant of
such other Awards or awards. 


        (ii)    Limits on Transfer of Awards.    



        (A)  Except
as provided in (C) below, each Option 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. 




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        (C)  To
the extent specifically provided by the Committee with respect to an Option grant, an Option 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. 




        (iii)    Term of Awards.    The term of each Award shall be for such period as may be determined by the Committee. 


        (iv)    Unit Certificates.    All certificates for Units or other securities of the Partnership 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)    Consideration for Grants.    Awards may be granted for no cash consideration or for such consideration as the
Committee determines. 


        (vi)    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 Units to deliver 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 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. Unless otherwise prohibited by applicable law, such payment may be made by such method or methods and in such form or
forms as the Committee shall determine, including, without limitation, cash, other Awards, withholding of Units, cashless- broker exercises with simultaneous sale, or any combination thereof; provided
that the combined value, as determined by the Committee, of all cash and cash equivalents and the Fair Market Value of any such Units or other property so tendered to the Company, as of the date of
such tender, is at least equal to the full amount required to be paid to the Company pursuant to the Plan or the applicable Award agreement. 


      (vii)    Change in Control.    Upon a Change in Control, or such period prior thereto as may be established by the
Committee, all Awards 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 that 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 




Section 7.    Amendment And Termination.  


        Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award agreement or in the Plan: 


 
 

           (a)    Amendments to the Plan.     Except as required 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, including increasing the number of 


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Units available for Awards under the Plan, without the consent of any partner, 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 Partnership or the financial statements of the Partnership, 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 recipient. 


 
 

           (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, as applicable. 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. 


 
 

           (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 without regard to its conflict of laws principles. 


 
 

           (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
Partnership 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. 


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          (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. To the extent that any Person acquires a right to receive payments from the Company or any participating Affiliate pursuant to an Award,
such right shall be no greater than the right of any general unsecured creditor of the Company or any participating Affiliate. 



 
 

          (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. 


 
 

           (k)    Gender and Number.     Words in the masculine gender shall include the feminine gender, the plural
shall include the singular and the singular shall include the plural. 



Section 9.    Term Of The Plan.  


        The Plan shall be effective on the date of its approval by the Board and shall continue until the date terminated by the Board or Units are no longer available
for grants 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. 


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CROSSTEX ENERGY GP, LLC LONG-TERM INCENTIVE PLAN


(a)  Units Available.

(b)  Sources of Units Deliverable Under Awards.

(c)  Adjustments.

(a)  Options.

(b)  Restricted Units.

(c)  General.

(a)  Amendments to the Plan.

(b)  Amendments to Awards.

(c)  Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events.

(a)  No Rights to Award.

(b)  Withholding.

(c)  No Right to Employment.

(d)  Governing Law.

(e)  Severability.

(f)  Other Laws.

(g)  No Trust or Fund Created.

(h)  No Fractional Units.

(i)  Headings.

(j)  Facility Payment.

(k)  Gender and Number.