Exhibit
10.22
 SEMGROUP
ENERGY PARTNERS G.P., L.L.C.
 2009
EXECUTIVE CASH BONUS PLAN
  1.  Plan.  This
SemGroup Energy Partners G.P., L.L.C. 2009 Executive Cash Bonus Plan (this
“Plan”) was adopted by the Compensation Committee of the Board of Directors of
SemGroup Energy Partners G.P., L.L.C. (the “Company”) to reward certain senior
executives of the Company or its subsidiaries by enabling them to receive
performance-based cash compensation.
  2.  Definitions.  As
used herein, the terms set forth below shall have the following respective
meanings:
  “Actual
Division Percentage” means:
  (i)           with
respect to the calculation of the Award for the Executive Vice President - Crude
Operations, (a)(x) the actual EBITDA of the Crude business of the Partnership
and its subsidiaries for the year ended December 31, 2009 calculated using
audited financial results (exclusive of Awards under this Plan but inclusive of
crude operations employee incentive awards) and in the same manner as previously
provided to the Committee divided by (y) the Target
Division EBITDA multiplied
by (z) 66% plus
(b)(x) Actual SGLP Consolidated EBITDA divided by (y) the Target
SGLP Consolidated EBITDA multiplied by (z) 34%;
and
  (ii)           with
respect to the calculation of the Award for the Executive Vice President -
Asphalt Operations, (a)(x) the actual EBITDA of the Asphalt business of the
Partnership and its subsidiaries for the year ended December 31, 2009 calculated
using audited financial results (exclusive of Awards under this Plan but
inclusive of asphalt operations employee incentive awards) and in the same
manner as previously provided to the Committee divided by (y) the Target
Division EBITDA multiplied
by (z) 66% plus
(b)(x) Actual SGLP Consolidated EBITDA divided by (y) the Target
SGLP Consolidated EBITDA multiplied by (z)
34%.
  “Actual
SGLP Consolidated EBITDA” means the consolidated EBITDA of the Partnership and
its subsidiaries for the year ended December 31, 2009 calculated using audited
financial results (exclusive of Awards under this Plan but inclusive of crude
and asphalt operations employee and corporate personnel incentive awards) and in
the same manner as previously provided to the Committee.
  “Affiliate”
means with respect to any Person (as defined in the definition of “Change of
Control”), 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 the right to potentially receive a cash bonus under the Plan.
  “Base
Salary” means the base salary of each of the applicable Participants as set
forth on Exhibit
A hereto.
   
  “Bonus
Pool” has the meaning set forth in Section 4(i) hereof.
  “CAO” has
the meaning set forth in Section 3 hereof.
  “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 Securities
Exchange Act of 1934, as amended, 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 individual or a corporation,
limited liability company, partnership, joint venture, trust, unincorporated
organization, association, government agency or political subdivision thereof or
other entity (a “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.
  “Code”
means the Internal Revenue Code of 1986, as amended from time to
time.
  “Committee”
means the Compensation Committee of the Board of Directors of the
Company.
  “Corporate
Executive Participants” means the Participants other than the Operations
Participants.
  “EBITDA”
means earnings before interest, taxes, depreciation, amortization and
restructuring and certain other non-cash charges, calculated in the same
manner as previously provided to the Committee.
  “First
Payment Date” means July 31, 2009, provided that the Partnership has completed
its preparation of actual results for the six months ended June 30,
2009.  In the event the Partnership has not completed its preparation
of such results, then the First Payment Date will be extended to the date that
is two business days after such results are available.
  “Operations
Participants” means the Executive Vice President - Crude Operations and the
Executive Vice President - Asphalt Operations.
  “Participant”
has the meaning set forth in Section 3 hereof.
  “Partnership”
means SemGroup Energy Partners, L.P.
  “Payment
Date” means the First Payment Date and the Second Payment Date.
  “SEC”
means the Securities and Exchange Commission.
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  “Second
Payment Date” means the date that is 15 days after the filing of the
Partnership’s Annual Report on Form 10-K for the year ended December 31, 2009
with the SEC.
  “Section
409A” means Section 409A of the Code and any Treasury Regulations and guidance
promulgated thereunder.
  “Six
Months Consolidated EBITDA” means the consolidated EBITDA of the Partnership and
its subsidiaries for the six months ended June 30, 2009 calculated using the
actual financial results for the Partnership and its subsidiaries for such six
month period (exclusive of Awards under this Plan but inclusive of crude and
asphalt operations employee and corporate personnel incentive awards) and in the
same manner as previously provided to the Committee.
  “Six
Months Division EBITDA” means (i) with respect to the calculation of an Award
for the Executive Vice President - Crude Operations, the actual EBITDA of the
Crude business of the Partnership and its subsidiaries for the six months ended
June 30, 2009 (exclusive of Awards under this Plan but inclusive of crude
operations employee incentive awards) and (ii) with respect to the calculation
of an Award for the Executive Vice President - Asphalt Operations, the actual
EBITDA of the Asphalt business of the Partnership and its subsidiaries for the
six months ended June 30, 2009 (exclusive of Awards under this Plan but
inclusive of asphalt operations employee incentive awards), in each case
calculated using actual financial results and in the same manner as previously
provided to the Committee.
  “Target
Division EBITDA” means (i) with respect to the calculation of the Award for the
Executive Vice President - Crude Operations, the target EBITDA for the Crude
business of SGLP and its subsidiaries for the year ended December 31, 2009 as
determined by the Committee (exclusive of Awards under this Plan but inclusive
of crude operations employee incentive awards) and (ii) with respect to the
calculation of the Award for the Executive Vice President - Asphalt Operations,
the target EBITDA for the Asphalt business of SGLP and its subsidiaries for the
year ended December 31, 2009 as determined by the Committee (exclusive of Awards
under this Plan but inclusive of asphalt operations employee incentive
awards).
  “Target
SGLP Consolidated EBITDA” means the target EBITDA for SGLP and its subsidiaries
on a consolidated basis for the year ended December 31, 2009 as determined by
the Committee (exclusive of Awards under this Plan but inclusive of crude and
asphalt operations employee and corporate personnel incentive
awards).
  “Target
Six Months Consolidated EBITDA” means the target EBITDA for SGLP and its
subsidiaries on a consolidated basis for the six months ended June 30, 2009 as
determined by the Committee (exclusive of Awards under this Plan but inclusive
of crude and asphalt operations employee and corporate personnel incentive
awards).
  “Target
Six Months Division EBITDA” means (i) with respect to the calculation of an
Award for the Executive Vice President - Crude Operations, the target EBITDA for
the Crude business of SGLP and its subsidiaries for the six months ended June
30, 2009 as determined by the Committee (exclusive of Awards under this Plan but
inclusive of crude operations employee incentive awards) and (ii) with respect
to the calculation of an Award for the Executive Vice President - Asphalt
Operations, the target EBITDA for the Asphalt business of SGLP and its
subsidiaries for the six months ended June 30, 2009 as determined by the
Committee (exclusive of Awards under this Plan but inclusive of asphalt
operations employee incentive awards).
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  “YTD
Period” has the meaning set forth in Section 4(ix) below.
  3.  Participants.  Each
of the following officers of the Company are participants (each a “Participant”)
under the Plan: the Chief Executive Officer, the Chief Financial Officer, any
Executive Vice President and the Chief Accounting Officer (“CAO”).
  4.  Calculation
and Payment of Awards.
  (i)           Each
of the Chief Executive Officer, Chief Financial Officer and Executive Vice
President - Corporate Development shall be eligible to receive an Award based on
the actual results of the Partnership as follows:
  Results
              AwardActual
      SGLP Consolidated EBITDA is greater than or equal to 85% of Target SGLP
      Consolidated EBITDA and less than 100% of Target SGLP Consolidated
      EBITDA
              80%
      of the applicable Participant’s Base Salary at achievement of 85% of
      Target SGLP Consolidated EBITDA, increasing by 1.33% of Base Salary for
      each incremental whole percentage achieved in excess of 85% up to 100% of
      the applicable Participant’s Base Salary at achievement of 100% of Target
      SGLP Consolidated EBITDA, rounded to the nearest whole percentage of Base
      Salary  (i.e., if Actual SGLP Consolidated EBITDA is equal to
      90% of Target SGLP Consolidated EBITDA, then each Participant will receive
      an Award equal to 87% of such Participant’s Base
  Salary).Actual
      SGLP Consolidated EBITDA is greater than or equal to 100% of Target SGLP
      Consolidated EBITDA and less than or equal to 110% of Target SGLP
      Consolidated EBITDA
              100%
      of the applicable Participant’s Base Salary at achievement of 100% of
      Target SGLP Consolidated EBITDA, increasing by 2.5% of Base Salary for
      each incremental whole percentage achieved in excess of 100% up to a
      maximum of 125% of the applicable Participant’s Base Salary at achievement
      of 110% of Target SGLP Consolidated EBITDA, rounded to the nearest whole
      percentage of Base Salary (i.e., if Actual SGLP Consolidated EBITDA is
      equal to 105% of Target SGLP Consolidated EBITDA, then each Participant
      will receive an Award equal to 113% of such Participant’s Base
      Salary).Actual
      SGLP Consolidated EBITDA is greater than 110% of Target SGLP Consolidated
      EBITDA
              125%
      of the applicable Participant’s Base Salary, plus Participant shall be
      eligible to participate in awards from a bonus pool (the “Bonus Pool”)
      equal to 5% of Actual SGLP Consolidated EBITDA in excess of 110% of Target
      SGLP Consolidated EBITDA, such Bonus Pool to be allocated to the
      Participants in the sole discretion of the
  Committee.
 
  (ii)           Each
of the Operations Participants shall be eligible to receive an Award based on
the actual results of the Partnership and the Crude business or Asphalt
business, as applicable, as follows:
  Results
              AwardActual
      Division Percentage is greater than or equal to 85% and less than or equal
      to 110%
              75%
      of the applicable Participant’s Base Salary at achievement of 85% Actual
      Division Percentage, increasing by 1.8% of Base Salary for each
      incremental whole percentage achieved in excess of 85% up to a maximum of
      120% of the applicable Participant’s Base Salary at achievement of 110%
      Actual Division Percentage, rounded to the nearest whole percentage of
      Base Salary (i.e., if Actual Division Percentage is equal to 90%, then the
      applicable Participant will receive an Award equal to 84% of such
      Participant’s Base Salary).Actual
      Division Percentage is greater than 110%
              120%
      of the applicable Participant’s Base Salary, plus such Participant shall
      be eligible to participate in the Bonus Pool in the event one is
      established.
 
   -4 -
  (iii)           The
CAO shall be eligible to receive an Award based on the actual results of the
Partnership as follows:
  Results
              AwardActual
      SGLP Consolidated EBITDA is greater than or equal to 85% of Target SGLP
      Consolidated EBITDA and less than 100% of Target SGLP Consolidated
      EBITDA
              75%
      of 70% (e.g., 52.5%) of the CAO’s Base Salary at achievement of 85% of
      Target SGLP Consolidated EBITDA, increasing by 0.5% of Base Salary for
      each incremental whole percentage achieved in excess of  85% up
      to 75% of 80% (e.g., 60%) of the CAO’s Base Salary at achievement of 100%
      of Target SGLP Consolidated EBITDA, rounded to the nearest whole
      percentage of Base Salary (i.e., if Actual SGLP Consolidated EBITDA is
      equal to 90% of Target SGLP Consolidated EBITDA, then the CAO will receive
      an Award equal to 55% of his Base Salary).Actual
      SGLP Consolidated EBITDA is greater than or equal to 100% of Target SGLP
      Consolidated EBITDA and less than or equal to 110% of Target SGLP
      Consolidated EBITDA
              75%
      of 80% (e.g., 60%) of the CAO’s Base Salary at achievement of 100% of
      Target SGLP Consolidated EBITDA, increasing by 1.5% of Base Salary for
      each incremental whole percentage achieved in excess of 100% up to a
      maximum of 75% of 100% (e.g., 75%) of the CAO’s Base Salary at achievement
      of 110% of Target SGLP Consolidated EBITDA, rounded to the nearest whole
      percentage of Base Salary (i.e., if Actual SGLP Consolidated EBITDA is
      equal to 105% of Target SGLP Consolidated EBITDA, then the CAO will
      receive an Award equal to 67.5% of his Base Salary).Actual
      SGLP Consolidated EBITDA is greater than 110% of Target SGLP Consolidated
      EBITDA
              75%
      of 100% (e.g., 75%) of the CAO’s Base Salary, plus the CAO shall be
      eligible to participate in the Bonus Pool in the event one is
      established.
 
  (iv)           Form of
Payment:  Awards under the Plan will be paid in the form of a
lump sum cash payment, subject to adjustments for such federal, state or local
taxes and other deductions, if any, as may be in effect at the time of
payment.
  (v)           Timing of Payment for the
Corporate Executive Participants: Awards will be paid to the Corporate
Executive Participants as follows:
  (a)           If
the Six Months Consolidated EBITDA exceeds 95% of the Target Six Months
Consolidated EBITDA, then on or before the First Payment Date, each Corporate
Executive Participant will receive a payment as follows: (x) the Chief Executive
Officer, Chief Financial Officer and Executive Vice President - Corporate
Development will receive a payment equal to 40% of such Participant’s Base
Salary and (y) the CAO will receive a payment equal to 24% of his Base
Salary.  Such payment shall reduce on a dollar-for-dollar basis any
payment to be made on the Second Payment Date pursuant to paragraph (b) of this
Section 4(v); provided that the Corporate Executive Participants shall not be
liable for the repayment of the amounts received on the First Payment Date in
the event that such amounts exceed any amount to be paid to the Corporate
Executive Participants on the Second Payment Date.
   -5 -
  (b)           On
or before the Second Payment Date, Awards will be paid to the applicable
Corporate Executive Participants (as such Award is reduced pursuant to paragraph
(a) of this Section 4(v) or Section 4(ix)).
  (vi)           Timing of Payment for the
Operations Participants.  Awards will be paid to the Operations
Participants as follows:
  (a)           If
(x) the Six Months Consolidated EBITDA exceeds 95% of the Target Six Months
Consolidated EBITDA and (y) the Six Months Division EBITDA equals or exceeds
100% of the Target Six Months Division EBITDA, then on or before the First
Payment Date, each Operations Participant will receive a
payment  equal to 40% of such Operations Participant’s Base
Salary.  Such payment shall reduce on a dollar-for-dollar basis any
payment to be made on the Second Payment Date pursuant to paragraph (b) of this
Section 4(vi); provided that the Operations Participants shall not be liable for
the repayment of the amounts received on the First Payment Date in the event
that such amounts exceed any amount to be paid to the Operations Participants on
the Second Payment Date.
  (b)           On
or before the Second Payment Date, Awards will be paid to the applicable
Operations Participants (as such Award is reduced pursuant to paragraph (a) of
this Section 4(vi) or Section 4(ix)).
  (vii)          Early Termination of
Employment:  Awards will be paid only to Participants who are
actually employed by and are on the payroll of the Company or any of its
subsidiaries on the applicable Payment Date.
  (viii)         Determination, Calculation
and Payment of Awards.  Notwithstanding the foregoing, the
Committee retains the complete discretion under the Plan to amend the amount or
timing of any Award, and the Committee may, in its sole discretion, eliminate or
reduce or increase the size of any Participant’s Award based on any factors it
deems relevant.
  (ix)           Change of
Control.  Upon the occurrence of a Change of Control, each
Participant shall receive an Award calculated in accordance with the following:
EBITDA for the Partnership on a consolidated basis and for the Asphalt business
and Crude business of the Partnership shall be calculated beginning January 1,
2009 through the most recently completed calendar month for which financial
results are available (the “YTD Period”) and such amounts shall be compared to
the target EBITDA for the Partnership on a consolidated basis or the Asphalt
business of the Partnership or the Crude business of the Partnership, as the
case may be, for the YTD Period as determined by the Committee and an Award
calculated for each Participant pursuant to Sections 4(i) - (iii) above as if
such results for the YTD Period were the results for the year ended December 31,
2009.  Each Participant shall then be paid an amount equal to a pro
rata portion of such Award based on the date the Change of Control occurred less
any amount paid to such Participant pursuant to Sections 4(v)(a) or 4(vi)(a)
above.  For example, if a Change of Control occurred on November 30,
2009, and the Partnership’s consolidated EBITDA for the ten months ended October
31, 2009 (the most recent month for which financial statements are available)
was 110% of the target EBITDA for such period, then the Chief Executive Officer
would receive an Award equal to 11/12 times 125% of his Base Salary less any
amount the CEO received pursuant to Section 4(v)(a) above.  The
payment of any Award pursuant to this Section 4(ix) shall reduce on a
dollar-for-dollar basis any payment to be made on the Second Payment Date
pursuant to paragraph (b) of this Section 4(vi).  Such payment shall
reduce on a dollar-for-dollar basis any payment to be made on the Second Payment
Date pursuant to Sections 4(v)(b) or 4(vi)(b).
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  5.  Adjustments.The
existence of outstanding Awards shall not affect in any manner the right or
power of the Company or the Partnership or their respective equityholders to
make or authorize any or all adjustments, recapitalization, reorganizations or
other changes in the equity structure of the Company or the Partnership or their
respective businesses or any merger or consolidation of the Company or the
Partnership, or any issue of bonds, debentures, preferred or prior preference
equity (whether or not such issue is prior to, on a parity with or junior to the
common units of the Partnership) or the dissolution or liquidation of the
Company or the Partnership, or any sale or transfer of all or any part of their
respective assets or business (including by way of a joint venture), or any
other corporate act or proceeding of any kind, whether or not of a character
similar to that of the acts or proceedings enumerated above.
  If an event described in the preceding
paragraph occurs, the Committee may adjust proportionally (i) any EBITDA target
and/or (ii) any other provisions of the Plan as it may deem
appropriate.
  6.  Administration.  Subject
to the provisions hereof, this Plan shall be administered and interpreted by the
Committee.  The Committee shall have full and exclusive power and
authority to administer this Plan and to take all actions that are specifically
contemplated hereby or are necessary or appropriate in connection with the
administration hereof.  The Committee shall also have full and
exclusive power to interpret this Plan and to make factual and legal
determinations and to adopt such rules, regulations and guidelines for carrying
out this Plan as it may deem necessary or proper.  The Committee may,
in its sole discretion, amend or modify an Award in any manner.  The
Committee may correct any defect or supply any omission or reconcile any
inconsistency in this Plan or in any Award in the manner and to the extent the
Committee deems necessary or desirable to further the Plan
purposes.  Any decision of the Committee in the interpretation and
administration of this Plan shall lie within its sole discretion and shall be
final, conclusive and binding on all parties concerned.
  7.  Taxes.  The Company
shall have the right to deduct applicable taxes from any Award payment and
withhold, at the time of delivery or vesting of cash under this Plan, an
appropriate amount of cash for payment of taxes required by law or to take such
other action as may be necessary in the opinion of the Company to satisfy all
obligations for withholding of such taxes.
  8.  Assignability.  No
Award or any other benefit under this Plan shall be assignable or otherwise
transferable.  Any attempted assignment of an Award or any other
benefit under this Plan in violation of this paragraph shall be null and
void.
  9.  Unfunded
Plan.  This Plan shall be unfunded.  Although
bookkeeping accounts may be established with respect to Participants, any such
accounts shall be used merely as a bookkeeping convenience.  The
Company shall not be required to segregate any assets that may at any time be
represented by cash or rights thereto, nor shall this Plan be construed as
providing for such segregation, nor shall the Company or the Committee be deemed
to be a trustee of any cash or rights thereto to be granted under this
Plan.  Any liability or obligation of the Company to any Participant
with respect to an Award shall be based solely upon any contractual obligations
that may be created by this Plan, and no such liability or obligation of the
Company shall be deemed to be secured by any pledge or other encumbrance on any
property of the Company.  Neither the Company nor the Committee shall
be required to give any security or bond for the performance of any obligation
that may be created by this Plan.
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  10.  Section 409A of the
Code.  The payments to be made pursuant to this Plan are
intended to be “short-term deferrals” exempt from Section 409A, and the Plan
shall be construed and interpreted accordingly.
  11.  No Right to
Employment.  Nothing in the Plan shall interfere with or limit
in any way the right of the Company or the Partnership or their respective
subsidiaries to terminate any Participant’s employment or other service
relationship at any time, nor confer upon any Participant any right to continue
in the capacity in which he or she is employed or otherwise serves the Company
or the Partnership or their respective subsidiaries.
  12. C urrent
Year.  This Plan is only applicable for the year ended December
31, 2009 as provided herein and any future bonus plan will be determined in the
sole discretion of the Committee.
  
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  EXHIBIT
A
   Participant
              Base SalaryKevin
      Foxx
              $450,000Michael
      Brochetti
              $300,000Alex
      Stallings
              $300,000James
      Griffin
              $210,000Pete
      Schwiering
              $250,000Jerry
      Parsons
              $250,000
 
   A-1