Phantom Unit Agreement Sample Contracts

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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.

Delek Logistics Partners Lp – Delek Logistics Gp, Llc 2012 Long-Term Incentive Plan Director Phantom Unit Agreement (August 6th, 2015)

This Phantom Unit Agreement ("Agreement") between Delek Logistics GP, LLC (the "Company") and ________________ (the "Participant"), regarding an award ("Award") of _____ Phantom Units (as defined in the Delek Logistics GP, LLC 2012 Long-Term Incentive Plan (the "Plan")) granted to the Participant on _____ (the "Grant Date"), such number of Phantom Units subject to adjustment as provided in the Plan, and further subject to the following terms and conditions:

Mid-Con Energy Partners, LP – Mid-Con Energy Partners, Lp Long-Term Incentive Program Equity-Settled Phantom Unit Agreement (August 3rd, 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.

Empire Petroleum Partners, LP – Form of Empire Petroleum Partners, Lp 2015 Long-Term Incentive Plan Phantom Unit Agreement (July 31st, 2015)

Pursuant to this Phantom Unit Agreement, dated as of the Grant Date set forth in the Grant Notice below (this Agreement), Empire Petroleum Partners GP, LLC (the Company), as the general partner of Empire Petroleum 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 Empire Petroleum Partners, LP 2015 Long-Term Incentive Plan (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. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.

Empire Petroleum Partners, LP – Form of Empire Petroleum Partners, Lp 2015 Long-Term Incentive Plan Phantom Unit Agreement (July 31st, 2015)

Pursuant to this Phantom Unit Agreement, dated as of the Grant Date set forth in the Grant Notice below (this Agreement), Empire Petroleum Partners GP, LLC (the Company), as the general partner of Empire Petroleum 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 Empire Petroleum Partners, LP 2015 Long-Term Incentive Plan (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. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.

GPM Petroleum LP – FORM OF GPM PETROLEUM LP 2015 LONG TERM INCENTIVE PLAN PHANTOM UNIT AGREEMENT (Time-Based Vesting - Employee) (July 17th, 2015)

This Phantom Unit Agreement (this Agreement) is made and entered into by and between GPM Petroleum GP, LLC, a Delaware limited liability company (the General Partner), and (the Service Provider). This Agreement is effective 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.

Hess Midstream Partners LP – Hess Midstream Partners Long-Term Incentive Plan Phantom Unit Agreement (June 22nd, 2015)

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 2015 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. – Director Restricted Phantom Unit Agreement Under the Stonemor Partners L.P. 2014 Long-Term Incentive Plan (March 16th, 2015)

This Director Restricted Phantom Unit Agreement (the Agreement) entered into as of November 11, 2014 (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 , a director of the Company (the Participant).

Civeo Corp – CIVEO CORPORATION EMPLOYEE PHANTOM UNIT AGREEMENT (For U.S. Employees Only) (March 13th, 2015)

This Phantom Unit Agreement ("Agreement") is made between Civeo Corporation, a Delaware Corporation (the "Company") and _________________ (the "Participant"), regarding an award ("Award") of ____________ Phantom Units granted to the Participant on ______________ (the "Grant Date"), pursuant to the 2014 Equity Participation Plan of Civeo Corporation (the "Plan"), such number of Phantom Units subject to the following terms and conditions:

BreitBurn Energy Partners, L.P. – Breitburn Energy Partners Lp 2006 Long-Term Incentive Plan Restricted Phantom Unit Agreement (March 2nd, 2015)

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 (March 2nd, 2015)

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.