Performance Phantom Unit Agreement Sample Contracts

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Tesoro Logistics Lp Common Unit – TESORO LOGISTICS LP 2011 LONG-TERM INCENTIVE PLAN (As Amended and Restated to Date) PERFORMANCE PHANTOM UNIT AGREEMENT (February 22nd, 2017)

Pursuant to this Performance Phantom Unit Agreement, dated as of February 16, 2017 (the "Agreement"), Tesoro Logistics GP, LLC (the "Company"), as the general partner of Tesoro Logistics LP (the "Partnership"), hereby grants to [___________] (the "Participant") the following award of Phantom Units ("Phantom Units"), pursuant and subject to the terms and conditions of this Agreement and the Tesoro Logistics LP 2011 Long-Term Incentive Plan, as amended and restated to date (the "Plan"), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each Phantom Unit shall constitute a Phantom Unit under the terms of the Plan and is hereby granted in tandem with a corresponding DER, as further detailed in Section 3 below. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.

Tesoro Logistics Lp Common Unit – Tesoro Logistics Lp 2011 Long-Term Incentive Plan Performance Phantom Unit Agreement (February 11th, 2016)

Pursuant to this Performance Phantom Unit Agreement, dated as of February 9, 2016 (the "Agreement"), Tesoro Logistics GP, LLC (the "Company"), as the general partner of Tesoro Logistics LP (the "Partnership"), hereby grants to [___________] (the "Participant") the following award of Phantom Units ("Phantom Units"), pursuant and subject to the terms and conditions of this Agreement and the Tesoro Logistics LP 2011 Long-Term Incentive Plan (the "Plan"), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each Phantom Unit shall constitute a Phantom Unit under the terms of the Plan and is hereby granted in tandem with a corresponding DER, as further detailed in Section 3 below. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.

Tesoro Logistics Lp Common Unit – Tesoro Logistics Lp 2011 Long-Term Incentive Plan Performance Phantom Unit Agreement (February 18th, 2015)

Pursuant to this Performance Phantom Unit Agreement, dated as of [_______], 20__ (the "Agreement"), Tesoro Logistics GP, LLC (the "Company"), as the general partner of Tesoro Logistics LP (the "Partnership"), hereby grants to [___________] (the "Participant") the following award of Phantom Units ("Phantom Units"), pursuant and subject to the terms and conditions of this Agreement and the Tesoro Logistics LP 2011 Long-Term Incentive Plan (the "Plan"), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each Phantom Unit shall constitute a Phantom Unit under the terms of the Plan and is hereby granted in tandem with a corresponding DER, as further detailed in Section 3 below. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.

Tesoro Logistics Lp Common Unit – Form of Tesoro Logistics Lp 2011 Long-Term Incentive Plan Performance Phantom Unit Agreement (February 13th, 2013)

Pursuant to this Performance Phantom Unit Agreement, dated as of [_______], 20__ (the "Agreement"), Tesoro Logistics GP, LLC (the "Company"), as the general partner of Tesoro Logistics LP (the "Partnership"), hereby grants to [___________] (the "Participant") the following award of Phantom Units ("Phantom Units"), pursuant and subject to the terms and conditions of this Agreement and the Tesoro Logistics LP 2011 Long-Term Incentive Plan (the "Plan"), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each Phantom Unit shall constitute a Phantom Unit under the terms of the Plan and is hereby granted in tandem with a corresponding DER, as further detailed in Section 3 below. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.

CSI Compressco LP – Compressco Partners, L.P. 2011 Long Term Incentive Plan Performance Phantom Unit Agreement (June 1st, 2012)

This Performance Phantom Unit Agreement (this "Agreement") is made as of _____________, between Compressco Partners GP Inc., a Delaware corporation (the "Company"), as the general partner of Compressco Partners, L.P. (the "Partnership"), and __________________________ (the "Employee") pursuant to the terms and conditions of the Compressco Partners, L.P. 2011 Long Term Incentive Plan (the "Plan"). The Employee acknowledges receipt of a copy of the Plan, and agrees that the terms and provisions of the Plan, including any future amendments thereto, shall be deemed a part of this Agreement as if fully set forth herein. Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan, unless the context requires otherwise.

Tesoro Logistics Lp Common Unit – Form of Tesoro Logistics Lp 2011 Long-Term Incentive Plan Performance Phantom Unit Agreement (May 20th, 2011)

Pursuant to this Performance Phantom Unit Agreement, dated as of [_______], 2011 (the "Agreement"), Tesoro Logistics GP, LLC (the "Company"), as the general partner of Tesoro Logistics LP (the "Partnership"), hereby grants to [___________] (the "Participant") the following award of Phantom Units ("Phantom Units"), pursuant and subject to the terms and conditions of this Agreement and the Tesoro Logistics LP 2011 Long-Term Incentive Plan (the "Plan"), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each Phantom Unit shall constitute a Phantom Unit under the terms of the Plan and is hereby granted in tandem with a corresponding DER, as further detailed in Section 3 below. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.