Phantom Unit Agreement Sample Contracts

TXO ENERGY PARTNERS, L.P. PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • January 18th, 2023 • MorningStar Partners, L.P. • Crude petroleum & natural gas • Delaware

Pursuant to this Phantom Unit Agreement, dated as of the Grant Date set forth in the Grant Notice below (this “Agreement”), TXO Energy GP, LLC (the “Company”), as the general partner of TXO Energy Partners, L.P. (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 TXO Energy Partners, L.P. 2023 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.

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VIPER ENERGY PARTNERS LP FORM OF PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • February 18th, 2020 • Viper Energy Partners LP • Crude petroleum & natural gas • Delaware

THIS PHANTOM UNIT AGREEMENT (this “Agreement”) is made and entered into by and between Viper Energy Partners GP LLC, a Delaware limited liability company (the “General Partner”), and __________ (“you”), effective as of _______ __, 201_ (the “Date of Grant”).

FORM OF NORTHERN TIER ENERGY LP PHANTOM UNIT AGREEMENT (PERFORMANCE-BASED VESTING)
Phantom Unit Agreement • December 8th, 2014 • Northern Tier Energy LP • Petroleum refining • Delaware

This Phantom Unit Agreement (this “Agreement”) is made and entered into by and between Northern Tier Energy 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.

HOLLY ENERGY PARTNERS, L.P. LONG-TERM INCENTIVE PLAN PHANTOM UNIT AGREEMENT (Non-Employee Director Award)
Phantom Unit Agreement • February 28th, 2023 • Holly Energy Partners Lp • Pipe lines (no natural gas) • Texas

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.

HOLLY ENERGY PARTNERS, L.P. PHANTOM UNIT AGREEMENT (Employee)
Phantom Unit Agreement • October 31st, 2019 • Holly Energy Partners Lp • Pipe lines (no natural gas) • Texas

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.

PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • May 5th, 2017 • Arc Logistics Partners LP • Wholesale-petroleum bulk stations & terminals • Delaware

This Phantom Unit Agreement, dated [ ] (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.

PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • February 22nd, 2013 • Magellan Midstream Partners Lp • Pipe lines (no natural gas)

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

CRESTWOOD MIDSTREAM PARTNERS LP LONG TERM INCENTIVE PLAN [FORM OF] PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • January 23rd, 2015 • Crestwood Midstream Partners LP • Natural gas transmission • Delaware

This Phantom Unit Agreement (this “Agreement”) is made and entered into by and between Crestwood Midstream GP, LLC, a Delaware limited liability company (the “General Partner”), and (the “Service Provider”). 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 in the Plan (as defined below), unless the context requires otherwise.

SECOND AMENDED AND RESTATED 2011 LONG TERM INCENTIVE PLAN NON-EMPLOYEE DIRECTOR PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • May 9th, 2019 • CSI Compressco LP • Oil & gas field services, nec • Delaware

This Phantom Unit Agreement (this “Agreement”) is made as of _____________, between CSI Compressco GP Inc., a Delaware corporation (the “Company”), as the General Partner of CSI Compressco LP (the “Partnership”), and __________________________ (the “Director”) pursuant to the terms and conditions of the CSI Compressco LP Second Amended and Restated 2011 Long Term Incentive Plan (the “Plan”). The Director 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.

PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • March 1st, 2018 • Westlake Chemical Partners LP • Industrial organic chemicals • Delaware

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.

SECOND AMENDED AND RESTATED 2011 LONG TERM INCENTIVE PLAN PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • May 9th, 2019 • CSI Compressco LP • Oil & gas field services, nec • Delaware

This Phantom Unit Agreement (this “Agreement”) is made as of [ ], between CSI Compressco GP Inc., a Delaware corporation (the “Company”), as the general partner of CSI Compressco LP (the “Partnership”), and __________________________ (the “Employee”) pursuant to the terms and conditions of the CSI Compressco LP Second Amended and Restated 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.

QES LEGACY LONG-TERM INCENTIVE PLAN PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • February 14th, 2018 • Quintana Energy Services Inc. • Oil & gas field services, nec • Texas

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.

FTPS Holding, LLC (f/k/a Fifth Third Processing Solutions, LLC) Management Phantom Equity Plan Phantom Unit Agreement
Phantom Unit Agreement • March 5th, 2012 • Vantiv, Inc. • Services-business services, nec • Delaware

This PHANTOM UNIT AGREEMENT (the “Agreement”) is entered into as of June 30, 2009 (the “Grant Date”) by and between FTPS Holding, LLC (f/k/a Fifth Third Processing Solutions, LLC), a Delaware limited liability company (the “Company”), and Charles D. Drucker (the “Participant”) pursuant to the FTPS Holding, LLC (f/k/a Fifth Third Processing Solutions, LLC) Management Phantom Equity Plan (as in effect as of the Grant Date, the “Plan”).

PBF LOGISTICS LP 2014 LONG-TERM INCENTIVE PLAN FORM OF PHANTOM UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORS
Phantom Unit Agreement • April 22nd, 2014 • PBF Logistics LP • Pipe lines (no natural gas) • Delaware

THIS AGREEMENT (the “Agreement”), is made effective as of the date set forth on the signature page hereto (the “Date of Grant”), between PBF Logistics GP LLC, a Delaware limited liability company (the “General Partner”) and the individual named on the signature page hereto (the “Service Provider”).

SUMMIT MIDSTREAM PARTNERS, LP PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • November 17th, 2015 • Summit Midstream Partners, LP • Natural gas transmission • Delaware

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.

PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • May 5th, 2017 • Arc Logistics Partners LP • Wholesale-petroleum bulk stations & terminals • Delaware

This Phantom Unit Agreement, dated [ ] (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.

RICE MIDSTREAM PARTNERS LP FORM OF PHANTOM UNIT AGREEMENT (Cash Settled)
Phantom Unit Agreement • December 19th, 2014 • Rice Midstream Partners LP • Natural gas transmission • Delaware

This Phantom Unit Agreement (this “Agreement”) is made and entered into by and between Rice Midstream Management 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.

QES LEGACY LONG-TERM INCENTIVE PLAN PHANTOM UNIT AGREEMENT (Corporate Executives)
Phantom Unit Agreement • February 14th, 2018 • Quintana Energy Services Inc. • Oil & gas field services, nec • Texas

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.

MID-CON ENERGY PARTNERS, LP LONG-TERM INCENTIVE PROGRAM EQUITY-SETTLED PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • November 2nd, 2015 • Mid-Con Energy Partners, LP • Crude petroleum & natural gas • Delaware

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.

PHANTOM UNIT AGREEMENT (Amended and Restated as of October 27, 2015)
Phantom Unit Agreement • February 25th, 2016 • Terra Nitrogen Co L P /De • Agricultural chemicals • Delaware

You currently hold an aggregate of _________ Phantom Units of Terra Nitrogen Company, L.P. (“Terra Nitrogen”) that consist of units that were originally granted to you in equal installments on each of June 1, 2005, 2006 and 2007 and additional units that were received on account of those original grants as a result of cash distributions that were made prior to the date hereof to holders of common units representing limited partner interests of Terra Nitrogen (“Common Units”). In order to address the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder as in effect from time to time (“Section 409A”), the material terms of your Phantom Units are now set forth in this agreement (the “Agreement”).

Form of 2008 PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • February 28th, 2008 • Magellan Midstream Partners Lp • Pipe lines (no natural gas)
SECOND AMENDED AND RESTATED 2011 LONG TERM INCENTIVE PLAN PERFORMANCE PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • May 9th, 2019 • CSI Compressco LP • Oil & gas field services, nec • Delaware

This Performance Phantom Unit Agreement (this “Agreement”) is made as of [ ], between CSI Compressco GP Inc., a Delaware corporation (the “Company”), as the general partner of CSI Compressco LP (the “Partnership”), and [ ] (the “Employee”) pursuant to the terms and conditions of the CSI Compressco LP Second Amended and Restated 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.

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FORESIGHT ENERGY LP LONG-TERM INCENTIVE PLAN [FORM OF] PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • June 23rd, 2014 • Foresight Energy LP • Bituminous coal & lignite mining • Delaware

This Phantom Unit Agreement (this “Agreement”) is made as of the date set forth on the signature page to this Agreement (the “Grant Date”) between Foresight Energy GP LLC, a Delaware limited liability company (the “General Partner”), and the individual named on the signature page to this Agreement (the “Participant”) pursuant to the terms and conditions of the Foresight Energy LP Long-Term Incentive Plan (the “Plan”). The Participant 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.

PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • March 7th, 2017 • Westlake Chemical Partners LP • Industrial organic chemicals • Delaware

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.

Natural Resource Partners Long-Term Incentive Plan Phantom Unit Agreement
Phantom Unit Agreement • November 3rd, 2004 • Natural Resource Partners Lp • Bituminous coal & lignite surface mining • Delaware

AGREEMENT made as of between GP Natural Resource Partners LLC, a Delaware limited liability company (the “Company”), and (“Employee”).

PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • February 28th, 2008 • Terra Nitrogen Co L P /De • Agricultural chemicals • Delaware

You currently hold _________ Phantom Units of Terra Nitrogen Company, L.P. (“Terra Nitrogen”), of which _____ were granted to you in equal installments on each of June 1, 2005, 2006 and 2007, and _______ were received as a result of cash distributions that were made prior to the date hereof to holders of common units representing limited partner interests of Terra Nitrogen (“Common Units”). In order to address the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder as in effect from time to time (“Section 409A”), the material terms of your Phantom Units are now set forth in this agreement (the “Agreement”).

TXO ENERGY PARTNERS, L.P. PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • January 18th, 2023 • MorningStar Partners, L.P. • Crude petroleum & natural gas • Delaware

Pursuant to this Phantom Unit Agreement, dated as of the Grant Date set forth in the Grant Notice below (this “Agreement”), TXO Energy GP, LLC (the “Company”), as the general partner of TXO Energy Partners, L.P. (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 TXO Energy Partners, L.P. 2023 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.

PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • June 24th, 2019 • Quintana Energy Services Inc. • Oil & gas field services, nec

This Amendment to Phantom Unit Agreement (this “Amendment”) is made and entered into as of June 15, 2019 (the “Effective Date”), by Quintana Energy Services Inc., a Delaware corporation (the “Company”).

GPM PETROLEUM LP PHANTOM UNIT AGREEMENT (Performance-Based Vesting)
Phantom Unit Agreement • May 31st, 2017 • GPM Petroleum LP • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware

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.

ARC LOGISTICS LONG TERM INCENTIVE PLAN PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • July 21st, 2014 • Arc Logistics Partners LP • Wholesale-petroleum bulk stations & terminals • Delaware

This Phantom Unit Agreement (this “Agreement”) is made and entered into by and between Arc Logistics GP LLC, a Delaware limited liability company (the “General Partner”), and [ ] (the “Director”). 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.

FORM OF PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • February 24th, 2014 • Magellan Midstream Partners Lp • Pipe lines (no natural gas)

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

HESS MIDSTREAM PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • May 7th, 2020 • Hess Midstream LP • Crude petroleum & natural gas • Delaware

Pursuant to this Phantom Unit Agreement, dated as of the Grant Date set forth in the Grant Notice below (this “Agreement”), Hess Midstream GP LLC (the “Company”), as the general partner of Hess Midstream GP LP, which is the general partner of Hess Midstream 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 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 Plan shall control. Exce

SECOND AMENDED AND RESTATED 2011 LONG TERM INCENTIVE PLAN PERFORMANCE PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • May 7th, 2020 • CSI Compressco LP • Oil & gas field services, nec • Delaware

This Performance Phantom Unit Agreement (this “Agreement”) is made as of [ ], between CSI Compressco GP Inc., a Delaware corporation (the “Company”), as the general partner of CSI Compressco LP (the “Partnership”), and [ ] (the “Employee”) pursuant to the terms and conditions of the CSI Compressco LP Second Amended and Restated 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.

RATTLER MIDSTREAM LP LONG-TERM INCENTIVE PLAN FORM OF PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • February 25th, 2021 • Rattler Midstream Lp • Natural gas transmission • Delaware

THIS PHANTOM UNIT AGREEMENT (this “Agreement”) is made and entered into by and between Rattler Midstream GP LLC, a Delaware limited liability company (the “General Partner”), and _____________ (“you”), effective as of ____________ (the “Date of Grant”).

LANDMARK INFRASTRUCTURE PARTNERS LP PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • October 30th, 2014 • Landmark Infrastructure Partners LP • Lessors of real property, nec • Delaware

Pursuant to this Phantom Unit Agreement, dated as of the Grant Date set forth in the Grant Notice below (this “Agreement”), Landmark Infrastructure Partners GP LLC (the “Company”), as the general partner of Landmark Infrastructure 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 Landmark Infrastructure Partners LP 2014 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. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement, but not defined herein, shall have the meanings provided in the Plan. In the event that there are any inconsistencies betwee

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