Exhibit 10.1


 


Hiland Partners

Long-Term Incentive Plan


 


Grant of
Restricted Units


 


	
  Grantee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Grant
  Date:

  	
   

  	
  , 200

  



 


 


1.                                       Grant
of Restricted Units.  Hiland Partners GP,
L.L.C. (the “Company”) hereby grants to you
            
Restricted Units under the Hiland Partners Long-Term Incentive Plan (the
“Plan”) on the terms and conditions set forth herein and in the Plan, which is
incorporated herein by reference as a part of this Agreement. In the event of
any conflict between the terms of this Agreement and the Plan, the Plan shall
control.  Capitalized terms used in this
Agreement but not defined herein shall have the meanings ascribed to such terms
in the Plan, unless the context requires otherwise.


 


2.                                       Regular
Vesting.  Except as otherwise provided in
Paragraph 3 below, the Restricted Units granted hereunder and any distributions
made by the Company with respect to the Restricted Units shall vest on the
anniversary of the Grant Date as follows:


 




	
   

  	
   

  	
  Cumulative

  	
   

  
	
  Grant Date

  	
   

  	
  Vested Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  






 


Distributions on a Restricted Unit shall be
held by the Company without interest until the Restricted Unit with respect to
which the distribution was made becomes vested or is forfeited.  Upon vesting any distributions being held
with respect to such vested Restricted Unit shall be paid to you; similarly,
upon forfeiture of the Restricted Unit any distributions being held with
respect to such forfeited Restricted Unit shall be forfeited.


 


3.                                       Events
Occurring Prior to Regular Vesting.


 


(a)                                  Death
or Disability.  If your employment with the Company terminates
as a result of your death or a disability that entitles you to benefits under
the Company’s long-term disability plan, the Restricted Units then held by you
automatically will become fully vested upon such termination.


 





















 


(b)                                 Termination
by the Company other than for Cause.  If your employment is terminated by the
Company for any reason other than “Cause,” as determined by the Company in
accordance with its employment policies, the Restricted Units then held by you
automatically will become fully vested upon such termination.


 


(c)                                  Other
Terminations. 
Except as provided in Paragraph 2 hereof, if you terminate from the
Company for any reason other than as provided in Paragraphs 3(a) and (b) above,
all unvested Restricted Units then held by you automatically shall be forfeited
without payment upon such termination.


 


(d)                                 Change of Control.  All outstanding Restricted Units held by you
automatically shall become fully vested upon a Change of Control.


 


For purposes of this Paragraph 3, “employment
with the Company” shall include being an employee of or a director or
consultant to the Company or an Affiliate.


 


4.                                       Unit
Certificates. 
A
certificate evidencing the Restricted Units shall be issued in your name,
pursuant to which you shall have all voting rights.  The certificate shall bear the following
legend:


 


The Units evidenced by this certificate have
been issued pursuant to an agreement made as of
                              ,
200    , a copy of which is attached hereto and
incorporated herein, between the Company and the registered holder of the
Units, and are subject to forfeiture to the Company under certain circumstances
described in such agreement.  The sale,
assignment, pledge or other transfer of the Units evidenced by this certificate
is prohibited under the terms and conditions of such agreement, and such Units
may not be sold, assigned, pledged or otherwise transferred except as provided
in such agreement.


 


The Company 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
restrictions lapse pursuant to the terms of this Agreement.  Upon request of the Company, you shall
deliver to the Company a unit power, endorsed in blank, relating to the
Restricted Units then subject to the restrictions.  Upon the lapse of the restrictions without
forfeiture, the Company shall cause a certificate or certificates to be issued
without legend in your name in exchange for the certificate evidencing the
Restricted Units.


 


5.                                       Limitations
Upon Transfer. 
All rights under this Agreement shall belong to you alone and may not be
transferred, assigned, pledged, or hypothecated by you in any way (whether by
operation of law or otherwise), other than by will or the laws of descent and
distribution and shall not be subject to execution, attachment, or similar
process.  Upon any attempt by you to
transfer, assign, pledge, hypothecate, or otherwise dispose of such rights
contrary to the provisions in this Agreement or the Plan, or upon the levy of
any attachment or similar process upon such rights, such rights shall
immediately become null and void.


 


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6.                                       Restrictions. By accepting this grant, you
agree that any Units which you may acquire upon vesting of this award will not
be sold or otherwise disposed of in any manner which would constitute a
violation of any applicable federal or state securities laws.  You also agree that (i) the certificates
representing the Units acquired under this award may bear such legend or
legends as the Committee deems appropriate in order to assure compliance with
applicable securities laws, (ii) the Company may refuse to register the
transfer of the Units acquired under this award on the transfer records of the
Partnership if such proposed transfer would in the opinion of counsel
satisfactory to the Partnership constitute a violation of any applicable
securities law, and (iii) the Partnership may give related instructions to
its transfer agent, if any, to stop registration of the transfer of the Units
to be acquired under this award.


 


7.                                       Withholding
of Tax.  To  the 
extent that the grant or vesting of a Restricted Unit results in the
receipt of compensation by you with respect to which the Company or an
Affiliate has a tax withholding obligation pursuant to applicable law, unless
other arrangements have been made by you that are acceptable to the Company or
such Affiliate, you shall deliver to the Company or the Affiliate such amount
of money as the Company or the Affiliate may require to meet its withholding
obligations under such applicable law. 
No issuance of an unrestricted Common Unit shall be made pursuant to
this Agreement until you have paid or made arrangements approved by the Company
or the Affiliate to satisfy in full the applicable tax withholding requirements
of the Company or Affiliate with respect to such event.


 


8.                                       Insider
Trading Policy.   
The terms of the Company’s Insider Trading Policy are incorporated
herein by reference.


 


9.                                       Binding
Effect.  This Agreement
shall be binding upon and inure to the benefit of any successor or successors
of the Company and upon any person lawfully claiming under you.


 


10.                                 Entire Agreement. 
This Agreement constitutes the entire agreement of the parties with
regard to the subject matter hereof, and contains all the covenants, promises,
representations, warranties and agreements between the parties with respect to
the Restricted Units granted hereby. 
Without limiting the scope of the preceding sentence, all prior
understandings and agreements, if any, among the parties hereto relating to the
subject matter hereof are hereby null and void and of no further force and
effect.  Any modification of this
Agreement shall be effective only if it is in writing and signed by both you
and an authorized officer of the Company.


 


11.                                 Governing
Law.  This grant shall be
governed by, and construed in accordance with, the laws of the State of
Oklahoma, without regard to conflicts of laws principles thereof.


 


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  Hiland
  Partners GP, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
						



 


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