Exhibit 10.15


U.S. SHIPPING PARTNERS L.P.


EMPLOYEE UNIT PURCHASE PLAN


dated October [  ],
2004


1.             Purpose of the Plan.


The
U.S. Shipping Partners L.P. Employee Unit Purchase Plan (the “Plan”) is
intended to (i) promote the interests of U.S. Shipping Partners L.P., a
Delaware limited partnership (the “Partnership”), by providing to
Employees of the Partnership and its Affiliates the opportunity to acquire or
increase their ownership of Units, (ii) provide a means whereby such
individuals may develop a sense of proprietorship and personal involvement in
the development and financial success of the Partnership and (iii) encourage
such individuals to devote their best efforts to the business of the
Partnership, thereby advancing the interests of the Partnership.


2.             Definitions.


(a)           As used in the
Plan, the following terms shall have the meanings set forth below:


“Affiliates” 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.


“Board” means the Board of Directors of US
Shipping General Partner LLC, a Delaware limited liability company.


“Committee” means the Compensation
Committee of the Board.


“Employee” means any individual who is a United
States citizen for maritime law purposes and a full-time employee of the
Partnership or one of its Affiliates,  but, until the Committee decides
otherwise, excluding any employee covered by a collective bargaining agreement
unless such bargaining agreement provides for his participation in the Plan.


“Employer” means the Partnership and/or one
of its Affiliates, as the case may be.


“Fair Market Value” means, unless otherwise
determined by the Committee or required by applicable law, 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.


“Offering Period” means each calendar
quarter or other period as designated by the Committee from time to time.


 


 

















 


“Person” means an individual or a
corporation, limited liability company, partnership, joint venture, trust,
unincorporated organization, association, governmental agency or political
subdivision thereof or other entity.


“Purchase Period” means the 10-day period
following the end of each Offering Period; provided, however, the Purchase
Period shall include such other periods, if any, as may be designated by the
Committee from time to time.


“Unit” means a Common Unit of the
Partnership.


(b)           Gender
and Number. 
Except when otherwise indicated by the context, the masculine gender
shall also include the feminine gender, and the definition of any term herein
in the singular shall also include the plural.


3.             Eligibility.


(a)           Eligibility
and Plan Entry Date. 
All Employees shall be eligible to participate in the Plan.  An Employee is eligible to enter the Plan
beginning on the first day of the month following 180 days after such individual’s
employment commencement date.


(b)           Prior
Service Credit. 
The Committee, in it is discretion, may grant prior service credit to
individuals that become Employees pursuant to a corporate merger or
acquisition.


4.             Units Available Under the Plan.


(a)           Limits on Units Deliverable.  Subject to adjustment as provided in Section
4(c) below, the maximum number of Units that may be purchased under the Plan is
[     ].


(b)           Sources of Units Deliverable.  Units to be delivered under the Plan may be
Units acquired by the Partnership in the open market, Units already owned by
the Partnership, authorized but unissued Units, Units acquired directly from
any Person or any combination of the foregoing.


(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 the maximum number and type of Units (or other
securities or property) deliverable under the Plan, the maximum number and type
of Units (or other securities or property) acquired during a Purchase Period
and the applicable Unit price paid therefor. 
The adjustments determined by the Committee shall be final, binding and
conclusive.


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5.             Purchase of Units.


(a)           Employee
Withholding Elections.  The Committee shall provide an Employee with the ability to
purchase Units under the Plan upon the following terms and conditions:


(i)                                     Effective
as of the beginning of any month or, if administratively feasible, the
beginning of the next payroll period, an Employee may elect to have his
Employer withhold from the Employee’s cash base salary or cash base wages for
each future pay period, for the purchase of Units hereunder, a designated whole
percentage of the Employee’s cash base pay or wages (in whole percentages only,
not to exceed 10%).  An Employee may
change (within the above limitations) or, subject to Section 5(a)(vi), stop his
withholding election at any time; however, only two such changes may be made
during any calendar year.  All Employee
elections and any changes to an election shall be in such written form as the
Committee or its delegate may establish from time to time.


(ii)                                  Each
withholding election made by an Employee hereunder shall be an ongoing election
until the earlier of the date changed by the Employee or the date the Employee
ceases to be eligible to participate in the Plan.


(iii)                               The
Employer shall maintain for each electing Employee a separate notional or
ledger account reflecting the aggregate amount of his cash base pay or wages
that has been withheld and not yet applied to the purchase of Units for such
Employee.  An Employer, other than the
Partnership, shall remit to the Partnership all amounts of base pay or wages
withheld by the Employer promptly upon request by the Partnership in order to
permit the Partnership to fulfill its obligations under this Plan with respect
to the purchase of Units for Employees. 
Amounts of base pay or wages withheld by the Employer and remitted to
the Partnership shall not be segregated from the general assets of the
Partnership and shall not bear interest.


(iv)                              During
each Purchase Period, the Partnership shall use, to the fullest extent practicable,
all amounts then credited to the notional accounts of the electing Employees to
purchase Units for such Employees. 
Purchases of Units may be made at any time or times during the Purchase
Period on any securities exchange on which the Units are traded, in the
over-the-counter market and/or in negotiated transactions as the Committee
shall determine.


(v)                                 Upon
an Employee’s termination of employment with his Employer, all amounts then
credited to his notional account under the Plan, if any, shall be paid to the
terminated Employee as soon as reasonably practicable.


(vi)                              Provided
an Employee submits his election to stop withholding prior to the fourteen
business day period before the beginning of an immediately upcoming Purchase
Period, all amounts then credited to such Employee’s notional account shall be
returned to the Employee as soon as administratively practicable.  Unless otherwise administratively feasible,
to the extent an Employee submits his 


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election to stop withholding within the fourteen business
day period before the beginning of the immediately upcoming Purchase Period,
all amounts credited to such Employee’s notional account will be applied toward
the purchase of Units in the immediately following Purchase Period and the
Employee’s election to stop withholding shall become effective as of the
commencement of the next following Offering Period.  All requests to withdraw from the Plan submitted during a
Purchase Period will become effective as of the commencement of the next
following Offering Period.


(b)           Purchase
of Units and Plan Expenses. During each
Purchase Period, the Partnership, using funds withheld from Employees’ wages
pursuant to this Section 5, shall purchase for the electing Employees the
maximum number of Units (including fractional Units) that can be acquired
(using the Unit’s Fair Market Value on the date of purchase) based on amounts
then credited to the electing Employees’ notional accounts.  The Partnership shall pay, other than from
the notional accounts, all brokerage fees and other costs and expenses of the
Plan.  To the extent that Units are
purchased on multiple days or at multiple times during a single Purchase
Period, the Partnership shall use the average of the Units’ Fair Market Value
at the times of purchase as the applicable Unit price upon which Units are
allocated to the participating Employees.


(c)           Withholding
of Taxes. 
To the extent that the Employer is required to withhold any taxes in
connection with the purchase of Units, it will be a condition to the ownership
of such Units that the Employee make arrangements satisfactory to the Employer
for the payment of such taxes, which may include, but not be limited to, a
reduction in the Employee’s notional account.


6.             Restrictions on Units.


(a)           Holding
Period.  Subject to the
exception provided below under Section 6(b), all Units purchased under the Plan
shall be subject to a “Holding Period” which shall expire on the first
anniversary of the date the Units were purchased under the Plan.  During such Holding Period, each Employee
shall be prohibited from pledging, transferring, selling or otherwise disposing
of the restricted Units.  Upon the
expiration of such Holding Period, the Employee may, if he or she desires, make
a request to the Partnership (or its designated third party plan administrator,
if any) to receive certificates for all of such unrestricted whole Units.  Otherwise, such Units shall be held without
restriction (1) by the Partnership or (2) in the name of the third party
administrator (or its designee), if any, for the benefit of the Employee. Upon
payment during the Holding Period of any distribution with respect to Units,
each Employee shall receive an amount in cash equal to, and at the same time
as, the amount of such distribution multiplied by the number of Units allocated
to such Employee.


(b)           Holding
Period Exception. 
Notwithstanding the Holding Period imposed above under Section 6(a) and
subject to the conditions imposed pursuant to this Section 6(b), an Employee
will be permitted to pledge, transfer, sell or otherwise dispose of his
restricted whole Units during the one-year Holding Period (a “Restricted
Transfer”) by notifying the Employer (or its designated third party plan
administrator) of his intention to engage in a Restricted Transfer.  If a Restricted Transfer occurs, the
Employee shall be prohibited from participating in the Plan again until the
first Purchase Period following the first anniversary of the date of the
Restricted 


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Transfer.  During this period of prohibition, no
amounts shall be withheld from the Employee’s cash base salary or cash base
wages.  Such withholding shall not be
allowed to resume, at the earliest, until the first pay period following the
first anniversary of the date of the Restricted Transfer.  To the extent an Employee has amounts
credited to his notional account under the Plan on the date of a Restricted
Transfer, all such amounts will be returned to the Participant.  To the extent a Participant has a fractional
Unit credited to his notional account under the Plan on the date of a
Restricted Transfer, such fractional Unit will be liquidated and the
Participant will receive his pro rata portion of the proceeds from such
liquidation.


(c)           Investment
Representation. 
Unless the Units subject to purchase under the Plan have been registered
under the Securities Act of 1933, as amended (the “1933 Act”), and, in
the case of any Employee who may be deemed an affiliate (for securities law
purposes) of the Partnership, such Units have been registered under the 1933
Act for resale by such Participant, or the Partnership has determined that an
exemption from registration is available, the Partnership may require prior to
and as a condition of the delivery of any Units that the person purchasing such
Units hereunder furnish the Partnership with a written representation in a form
prescribed by the Committee to the effect that such person is acquiring such
Units solely with a view to investment for his own account and not with a view
to the resale or distribution of all or any part thereof, and that such person
will not dispose of any of such Units otherwise than in accordance with the
provisions of Rule 144 under the 1933 Act unless and until either the Units are
registered under the 1933 Act or the Partnership is satisfied that an exemption
from such registration is available.


(d)           Compliance
with Securities Laws. 
Notwithstanding anything herein or in any other agreement to the
contrary, the Partnership shall not be obligated to sell or issue any Units to
an Employee under the Plan unless and until the Partnership is satisfied that
such sale or issuance complies with (i) all applicable requirements of the
securities exchange on which the Units are traded (or the governing body of the
principal market in which such Units are traded, if such Units are not then
listed on an exchange), (ii) all applicable provisions of the 1933 Act, and
(iii) all other laws or regulations by which the Partnership is bound or to
which the Partnership is subject.


7.             Rights of Employees; Participants.


(a)           Employment.  The Plan will not confer upon any Employee
any right with respect to continuance of employment or other service with the
Employer, nor will it interfere in any way with any right the Employer would
otherwise have to terminate such Employee’s employment or other service at any
time.


(b)           Nontransferability.  No right to purchase Units granted under the
Plan shall be assignable or transferable during the lifetime of any Employee
either voluntarily or involuntarily, or be subjected to any lien, directly or
indirectly, by operation of law, or otherwise, including execution, levy,
garnishment, attachment, pledge or bankruptcy.


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8.             Plan Administration.


(a)           Authority
of Committee. 
The Plan shall be administered by the Committee.  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) determine which persons are Employees who may participate;
(ii) determine the number of Units to be purchased by an Employee; (iii)
determine the time and manner for purchasing Units; (iv) interpret, construe
and administer the Plan; (v) 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; (vi) make a determination as to the right of any
person to receive Units under the Plan; (vii) correct any defect, supply any
omission, or reconcile an inconsistency in the Plan; and (viii) make any other
determinations and take any other actions that the Committee deems necessary or
desirable for the administration of the Plan.


(b)           Determination
under the Plan. 
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect to
the Plan 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 Partnership, the Employer or any Employee.  No member of the Committee shall be liable
for any action, determination or interpretation made in good faith, and all
members of the Committee shall, in addition to their rights as directors, be
fully protected by the Partnership with respect to any such action,
determination or interpretation.


9.             Plan Amendment, Modification and Termination.


Except
as otherwise required by applicable law or exchange requirements, the Board may
amend the Plan in any manner, including increasing the maximum number of Units
that may be purchased under the Plan, without the consent of any Person.  The Plan may be terminated at any time by the
Board at any time and shall automatically terminate when all Units authorized
for purchase pursuant to the Plan have been purchased.  On termination of the Plan, all amounts then
remaining credited to the notional accounts for Employees shall be returned to
the affected Employees.


10.          Nonexclusivity of the Plan.


The
adoption of the Plan by the Partnership shall not be construed as creating any
limitations on the power or authority of the Partnership or any of its
Affiliates to adopt such other or additional incentive or other compensation
arrangements of whatever nature as the Partnership or any of its Affiliates may
deem necessary or desirable or to preclude or limit the continuation of any
other plan, practice or arrangement for the payment of compensation or fringe
benefits to employees, non-employee directors, or consultants generally, or to
any class or group of employees, directors, or consultants, which the
Partnership or any of its Affiliates now has lawfully put into effect,
including, without limitation, any  long-term
incentive plan.


11.          Requirements of Law.


(a)           Requirements
of Law.  The issuance of
Units pursuant to the Plan shall be subject to all applicable laws, rules and
regulations.


 


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(b)           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 conflicts of laws principles.


 


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