Exhibit 10.14


     

    Exhibit
      10.14

     

    


     

    Eagle
      Rock Energy Partners, L.P.

    Long-Term
      Incentive Plan

     

    Grant
      of Restricted Units

     

    Grantee:

     

    Grant
      Date:    May
      17,
      2007

     

    
      	
              1.

            	
              Grant
                of Restricted Units.
                Eagle
                Rock Energy G&P, LLC (the “Company”) hereby grants to you _______
                Restricted Units under the Eagle Rock Energy 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.

            	
              Vesting.
                Except
                as otherwise provided in Paragraph 3 below, the Restricted Units
                granted
                hereunder shall vest on the anniversary of the Grant Date as
                follows:

            


    

     

    

      
        	
                Anniversary
                  of

              	
                Cumulative

              
	
                Grant
                  Date

              	
                Vested
                  Percentage

              
	
                 

              	 
	
                prior
                  to 1st anniversary

              	
                0%

              
	 	
                 

              
	
                on
                  the 1st anniversary

              	
                33%

              
	 	 
	
                on
                  the 2nd anniversary

              	
                66%

              
	 	 
	
                on
                  and after the 3rd anniversary

              	
                100%

              


      

    

     

    
       

      
        	
                3.

              	
                Events
                  Occurring Prior to Full
                  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)         
               	
              Other
                Terminations.
                If
                your employment with the Company terminates for any reason other
                than as
                provided in Paragraph 3(a) above, all unvested Restricted Units then
                held
                by you automatically shall be forfeited without payment upon such
                termination.

            


    

     

    
      	(c)         
               	
              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 or a Director of, or a Consultant to, the Company or an Affiliate.
      However, if
      your
      Award is subject to Section 409A of the Code, whether your employment with
      the Company
      has terminated
      will be determined in accordance with the regulations issued under Section
      409A.

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    
      	
              4.

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

            


    

     

    The
      Units
      evidenced by this certificate have been issued pursuant to the Long-Term
      Incentive Plan, a copy of which is attached hereto and incorporated
      herein, and a Grant of Restricted Units agreement 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.

            


    

     

    
      	
              6.

            	
               Restrictions.
                By
                accepting this grant, you agree that any Units that you may acquire
                upon
                vesting of this award will not be sold or otherwise disposed of in
                any
                manner that 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.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    
      	
              7.

            	
              Withholding
                Taxes.
                To
                the extent that the grant or vesting of a Restricted Unit or distribution
                thereon 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 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 with respect to Units 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.

            


    

     

    
      	
              11.

            	
              Modifications.
                Except
                as provided below, 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.

            


    

     

    
      	
              12.

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

            


    

     

    

      
        	 	
                EAGLE
                  ROCK ENERGY G&P, LLC

              
	 	 
	 	 
	 	
                By:
                  ______________________________

              
	
                 

              	
              
	 	
                Name:____________________________

              
	 	
                Title:_____________________________

              


      

    

     

     

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