Phantom Unit Agreement Sample Contracts

Stonemor Partners L.P. – Director Restricted Phantom Unit Agreement Under the Stonemor Partners L.P. 2014 Long-Term Incentive Plan (June 18th, 2018)

This Director Restricted Phantom Unit Agreement (the "Agreement") entered into as of June 15, 2018 (the "Agreement Date"), by and between StoneMor GP LLC (the "Company"), the general partner of and acting on behalf of StoneMor Partners L.P., a Delaware limited partnership (the "Partnership") and Stephen J. Negrotti, a director of the Company (the "Participant").

Stonemor Partners L.P. – Director Restricted Phantom Unit Agreement Under the Stonemor Partners L.P. 2014 Long-Term Incentive Plan (June 18th, 2018)

This Director Restricted Phantom Unit Agreement (the "Agreement") entered into as of June 15, 2018 (the "Agreement Date"), by and between StoneMor GP LLC (the "Company"), the general partner of and acting on behalf of StoneMor Partners L.P., a Delaware limited partnership (the "Partnership") and Patricia D. Wellenbach, a director of the Company (the "Participant").

Westlake Chemical Partners LP – Phantom Unit Agreement (March 1st, 2018)

This Phantom Unit Agreement (this "Agreement") is made as of Date (the "Grant Date") between Westlake Chemical Partners GP LLC, a Delaware limited liability company (the "General Partner"), and Full Name (the "Director") pursuant to the terms and conditions of the Westlake Chemical Partners LP Long-Term Incentive Plan (the "Plan"). 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.

Cvr Energy Inc. – Cvr Refining, Lp Long-Term Incentive Plan Employee Phantom Unit Agreement (February 26th, 2018)

THIS AGREEMENT (this "Agreement"), made as of the 29th day of December, 2017 (the "Grant Date"), between CVR Refining, LP, a Delaware limited partnership (the "Partnership"), and the individual grantee designated on the signature page hereof (the "Grantee").

Cvr Refining Lp – Cvr Refining, Lp Long-Term Incentive Plan Employee Phantom Unit Agreement (February 26th, 2018)

THIS AGREEMENT (this "Agreement"), made as of the 29th day of December, 2017 (the "Grant Date"), between CVR Refining, LP, a Delaware limited partnership (the "Partnership"), and the individual grantee designated on the signature page hereof (the "Grantee").

Tesoro Logistics Lp Common Unit – ANDEAVOR LOGISTICS LP 2011 LONG-TERM INCENTIVE PLAN (As Amended and Restated to Date) PERFORMANCE PHANTOM UNIT AGREEMENT (February 23rd, 2018)

Pursuant to this Performance Phantom Unit Agreement, dated as of February 16, 2018 (the "Agreement"), Tesoro Logistics GP, LLC (the "Company"), as the general partner of Andeavor 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 Andeavor 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.

Cvr Partners, Lp Long-Term Incentive Plan Employee Phantom Unit Agreement (February 23rd, 2018)

THIS AGREEMENT (this "Agreement"), made as of the 29th day of December, 2017 (the "Grant Date"), between CVR Partners, LP, a Delaware limited partnership (the "Partnership"), and the individual grantee designated on the signature page hereof (the "Grantee").

Holly Energy Partners, L.P. – HOLLY ENERGY PARTNERS, L.P. PHANTOM UNIT AGREEMENT (Employee) (February 21st, 2018)

This Agreement is made and entered into as of the Date of Grant set forth in the Notice of Grant of Phantom Units ("Notice of Grant") by and between Holly Logistic Services, L.L.C. (the "Company"), and you.

Form of 2018 Executive Retention Phantom Unit Agreement (February 16th, 2018)

THIS EXECUTIVE RETENTION PHANTOM UNIT AGREEMENT (this "Agreement") is by and between Magellan GP, LLC (the "Company") and Employee Name (the "Participant").

Form of 2018 Performance Based Phantom Unit Agreement (February 16th, 2018)

THIS PERFORMANCE BASED PHANTOM UNIT AGREEMENT (this "Agreement") is by and between Magellan GP, LLC (the "Company") and [Employee Name] (the "Participant").

Quintana Energy Services Inc. – FORM OF PHANTOM UNIT AGREEMENT (Corporate Executives) (August 9th, 2017)

This Phantom Unit Agreement (this Agreement) is made as of (the Grant Date) between Quintana Energy Services Inc., a Delaware corporation (the Company), and (the Grantee). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings set forth in Exhibit A. Capitalized terms used in this Agreement but not otherwise defined herein or in Exhibit A shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.

Quintana Energy Services Inc. – Form of Phantom Unit Agreement (August 9th, 2017)

This Phantom Unit Agreement (this Agreement) is made as of (the Grant Date) between Quintana Energy Services Inc., a Delaware corporation (the Company), and (the Grantee). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings set forth in Exhibit A. Capitalized terms used in this Agreement but not otherwise defined herein or in Exhibit A shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.

Quintana Energy Services Inc. – PHANTOM UNIT AGREEMENT (Corporate Executives) (June 26th, 2017)

This Phantom Unit Agreement (this Agreement) is made as of (the Grant Date) between Quintana Energy Services Inc., a Delaware corporation (the Company), and (the Grantee). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings set forth in Exhibit A. Capitalized terms used in this Agreement but not otherwise defined herein or in Exhibit A shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.

Quintana Energy Services Inc. – Phantom Unit Agreement (June 26th, 2017)

This Phantom Unit Agreement (this Agreement) is made as of (the Grant Date) between Quintana Energy Services Inc., a Delaware corporation (the Company), and (the Grantee). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings set forth in Exhibit A. Capitalized terms used in this Agreement but not otherwise defined herein or in Exhibit A shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.

Arc Logistics Partners LP – Phantom Unit Agreement (May 5th, 2017)

] (this "Agreement"), is made and entered into by and between Arc Logistics GP LLC, a Delaware limited liability company (the "General Partner"), and [] (the "Awardee"), and relates to Phantom Units awarded to the Awardee on [] (the "Date of Grant"). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.

Arc Logistics Partners LP – Phantom Unit Agreement (May 5th, 2017)

] (this "Agreement"), is made and entered into by and between Arc Logistics GP LLC, a Delaware limited liability company (the "General Partner"), and [] (the "Awardee"), and relates to Phantom Units awarded to the Awardee on [] (the "Date of Grant"). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.

Arc Logistics Partners LP – Phantom Unit Agreement (May 5th, 2017)

] (this "Agreement") is made and entered into by and between Arc Logistics GP LLC, a Delaware limited liability company (the "General Partner"), and [] (the "Awardee"), and relates to Phantom Units awarded to the Awardee on [] (the "Date of Grant"). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.

Westlake Chemical Partners LP – Global Amendment to Phantom Unit Agreements Under the Westlake Chemical Partners Lp Long-Term Incentive Plan (March 7th, 2017)

This Global Amendment to Phantom Unit Agreements under the Westlake Chemical Partners LP Long-Term Incentive Plan is hereby adopted by Westlake Chemical Partners GP LLC, a Delaware limited liability company (the "General Partner"), as of [*], 2016 (the "Effective Date"). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Westlake Chemical Partners LP Long-Term Incentive Plan (the "LTIP").

Westlake Chemical Partners LP – Phantom Unit Agreement (March 7th, 2017)

This Phantom Unit Agreement (this "Agreement") is made as of [*] (the "Grant Date") between Westlake Chemical Partners GP LLC, a Delaware limited liability company (the "General Partner"), and [*] (the "Director") pursuant to the terms and conditions of the Westlake Chemical Partners LP Long-Term Incentive Plan (the "Plan"). 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.

Sunoco LP – SUNOCO LP 2012 LONG-TERM INCENTIVE PLAN Time-Vested Restricted Phantom Unit Agreement (February 24th, 2017)

This Time-Vested Restricted Phantom Unit Agreement (the "Agreement"), is entered into on the date of acceptance by the Participant (as defined below) and is made by and between Sunoco LP (the "Partnership") and the Participant.

Form of 2017 Performance Based Phantom Unit Agreement (February 17th, 2017)

THIS PERFORMANCE BASED PHANTOM UNIT AGREEMENT (this "Agreement") is by and between Magellan GP, LLC (the "Company") and [Employee Name] (the "Participant").

Form of 2017 Executive Retention Phantom Unit Agreement (February 17th, 2017)

THIS EXECUTIVE RETENTION PHANTOM UNIT AGREEMENT (this "Agreement") is by and between Magellan GP, LLC (the "Company") and Employee Name (the "Participant").

Hess Midstream Partners LP – Hess Midstream Partners 2017 Long-Term Incentive Plan Phantom Unit Agreement (February 13th, 2017)

Pursuant to this Phantom Unit Agreement, dated as of the Grant Date set forth in the Grant Notice below (this Agreement), Hess Midstream Partners GP LLC (the Company), as the general partner of Hess Midstream Partners GP LP, which is the general partner of Hess Midstream Partners LP (the Partnership), hereby grants to the individual identified in the Grant Notice below (the Participant) the following Award of Phantom Units (Phantom Units), pursuant and subject to the terms and conditions of this Agreement and the Hess Midstream Partners LP 2017 Long-Term Incentive Plan, as amended from time to time (the Plan), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each Phantom Unit granted hereunder 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. In the event of any conflict between the terms of this Agreement and the Plan, the terms of the

Stonemor Partners L.P. – Restricted Phantom Unit Agreement Under the Stonemor Partners L.P. 2014 Long- Term Incentive Plan (August 5th, 2016)

This Restricted Phantom Unit Agreement (the Agreement) entered into as of April 1, 2016 (the Agreement Date), by and between StoneMor GP LLC, a Delaware limited liability company (the Company) and the general partner of and acting on behalf of StoneMor Partners L.P., a Delaware limited partnership (the Partnership), and William Shane, a director and employee of the Company (the Participant).

Hoegh LNG Partners LP – Hoegh Lng Holdings Ltd. Phantom Unit Agreement (June 3rd, 2016)

This Phantom Unit Agreement (this "Agreement") is made and entered into by and between Hoegh LNG Holdings Ltd., a Bermuda company (the "Company"), and _____________________ (the "Participant"). This Agreement is effective as of the __ day of ______________ (the "Date of Grant"). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms on Annex A, unless the context requires otherwise.

BreitBurn Energy Partners, L.P. – BREITBURN ENERGY PARTNERS LP 2006 LONG-TERM INCENTIVE PLAN RESTRICTED PHANTOM UNIT AGREEMENT (Cash Settled) (February 26th, 2016)

Pursuant to this Restricted Phantom Unit Agreement (the "Agreement"), Breitburn GP LLC (the "Company"), as the general partner of Breitburn Energy Partners LP, a Delaware limited partnership (the "Partnership"), hereby grants to Name (the "Participant") the following award of Restricted Phantom Units ("RPUs"), pursuant and subject to the terms and conditions of this Agreement and the Partnership's First Amended and Restated 2006 Long-Term Incentive Plan (the "Plan"), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each RPU 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. For purposes of this Agreement, the terms "Employer," "Cause," "Good Reason" and "Disability" shall have the m

BreitBurn Energy Partners, L.P. – Breitburn Energy Partners Lp 2006 Long-Term Incentive Plan Restricted Phantom Unit Agreement (February 26th, 2016)

Pursuant to this Restricted Phantom Unit Agreement (the "Agreement"), Breitburn GP LLC (the "Company"), as the general partner of Breitburn Energy Partners LP, a Delaware limited partnership (the "Partnership"), hereby grants to [Name] (the "Participant") the following award of Restricted Phantom Units ("RPUs"), pursuant and subject to the terms and conditions of this Agreement and the Partnership's First Amended and Restated 2006 Long-Term Incentive Plan (the "Plan"), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each RPU 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.

BreitBurn Energy Partners, L.P. – Breitburn Energy Partners Lp 2006 Long-Term Incentive Plan Restricted Phantom Unit Agreement (February 26th, 2016)

Pursuant to this Restricted Phantom Unit Agreement (the "Agreement"), Breitburn GP LLC (the "Company"), as the general partner of Breitburn Energy Partners LP, a Delaware limited partnership (the "Partnership"), hereby grants to Name (the "Participant") the following award of Restricted Phantom Units ("RPUs"), pursuant and subject to the terms and conditions of this Agreement and the Partnership's First Amended and Restated 2006 Long-Term Incentive Plan (the "Plan"), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each RPU 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, including without limitation on Exhibit A hereto, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.

BreitBurn Energy Partners, L.P. – Breitburn Energy Partners Lp 2006 Long-Term Incentive Plan Restricted Phantom Unit Agreement (February 26th, 2016)

Pursuant to this Restricted Phantom Unit Agreement (the "Agreement"), Breitburn GP LLC (the "Company"), as the general partner of Breitburn Energy Partners LP, a Delaware limited partnership (the "Partnership"), hereby grants to [Name] (the "Participant") the following award of Restricted Phantom Units ("RPUs"), pursuant and subject to the terms and conditions of this Agreement and the Partnership's First Amended and Restated 2006 Long-Term Incentive Plan (the "Plan"), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each RPU 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.

BreitBurn Energy Partners, L.P. – Breitburn Energy Partners Lp 2006 Long-Term Incentive Plan Restricted Phantom Unit Agreement (February 26th, 2016)

Pursuant to this Restricted Phantom Unit Agreement (the "Agreement"), Breitburn GP LLC (the "Company"), as the general partner of Breitburn Energy Partners LP, a Delaware limited partnership (the "Partnership"), hereby grants to Name (the "Participant") the following award of Restricted Phantom Units ("RPUs"), pursuant and subject to the terms and conditions of this Agreement and the Partnership's 2006 Long-Term Incentive Plan (the "Plan"), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each RPU 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. For purposes of this Agreement, the terms "Employer," "Cause," "Good Reason" and "Disability" shall have the meanings ascribed to such te

BreitBurn Energy Partners, L.P. – Breitburn Energy Partners Lp 2006 Long-Term Incentive Plan Restricted Phantom Unit Agreement (February 26th, 2016)

Pursuant to this Restricted Phantom Unit Agreement (the "Agreement"), Breitburn GP LLC (the "Company"), as the general partner of Breitburn Energy Partners LP, a Delaware limited partnership (the "Partnership"), hereby grants to Name (the "Participant") the following award of Restricted Phantom Units ("RPUs"), pursuant and subject to the terms and conditions of this Agreement and the Partnership's First Amended and Restated 2006 Long-Term Incentive Plan (the "Plan"), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each RPU 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, including without limitation on Exhibit A hereto, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.

Memorial Production Partners LP – Memorial Production Partners Gp Llc Long-Term Incentive Plan Phantom Unit Agreement (February 24th, 2016)

This Phantom Unit Agreement (this "Agreement") is made and entered into by and between MEMORIAL PRODUCTION PARTNERS GP LLC, a Delaware limited liability company (the "Company"), and [ ] (the "Participant"). This Agreement is entered into as of the [ ] day of [ ], 20[ ] (the "Date of Grant"). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.

Form of Executive Retention Phantom Unit Agreement (February 19th, 2016)

THIS EXECUTIVE RETENTION PHANTOM UNIT AGREEMENT (this "Agreement") is by and between Magellan GP, LLC (the "Company") and Employee Name (the "Participant").

Summit Midstream Partners, Lp 2012 Long-Term Incentive Plan Phantom Unit Agreement (November 17th, 2015)

This Award requires your acceptance by executing and returning the signature page hereto within five days of the Grant Date and may be revoked if not so accepted.

Mid-Con Energy Partners, LP – Mid-Con Energy Partners, Lp Long-Term Incentive Program Equity-Settled Phantom Unit Agreement (November 2nd, 2015)

Pursuant to this Equity-Settled Phantom Unit Agreement, dated as of [], 2015 (this "Agreement"), Mid-Con Energy Partners GP, LLC (the "Company"), as the general partner of Mid-Con Energy Partners, 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 Mid-Con Energy Partners, LP Long-Term Incentive Program (the "Program"), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each Equity-Settled Phantom Unit shall constitute a Phantom Unit under the terms of the Program. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Program.