BreitBurn Energy Partners L.P. Restricted Phantom Units Directors’ Award Agreement
Exhibit
10.35
2006
Long-Term Incentive Plan
Grantee:_____________________________
Number
of Restricted Phantom Units Granted:______________
Grant
Date:_______________________
Vesting
Commencement Date: ______________
This
2006
Long-Term Incentive Plan Agreement is between BreitBurn GP, LLC (the
“Company”),
as the
general partner of BreitBurn Energy Partners L.P., a Delaware limited
partnership, and __________, a Director of the Company (referred to herein
as
“you”).
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1.
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Grant
of Restricted Phantom
Units with DERs.
The Company hereby grants to you [____] Restricted Phantom Units
under the
2006 BreitBurn Energy Partners L.P. Long-Term Incentive Plan (the
“Plan”)
on the terms and conditions set forth herein. This grant of Restricted
Phantom Units includes a tandem DER grant with respect to each Restricted
Phantom Unit. The Company shall establish a DER bookkeeping account
for
you with respect to each Restricted Phantom Unit granted that shall
be
credited with an amount equal to any cash distributions made by the
Company on a Unit during the period such Restricted Phantom Unit
is
outstanding and deemed reinvested in Restricted Phantom Units based
on the
Fair Market Value on the date of such cash distribution. Such bookkeeping
account shall be denominated in Restricted Phantom Units. In the
event of
any conflict between the terms of this Agreement and the Plan, which
is
incorporated herein by reference as a part of this Agreement, the
terms of
the Plan shall control. Capitalized terms used in this Agreement
but not
defined herein shall have the meanings ascribed to such terms in
the Plan,
unless the context requires otherwise.
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2.
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Vesting. Except
as otherwise provided in Paragraph 3 below, the Restricted Phantom
Units
granted hereunder shall vest on the third anniversary of the Vesting
Commencement Date as follows:
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1
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Third
Anniversary of
Vesting
Commencement Date
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Cumulative
Vested
Percentage
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[___________]
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100
%
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Upon
vesting of a Restricted Phantom Unit under this grant, the Restricted Phantom
Units attributable to the reinvestment from the amount credited to your tandem
DER account with respect to such Restricted Phantom Unit shall also vest. If
a
Restricted Phantom Unit is forfeited, the amount credited to your tandem DER
account with respect to such Restricted Phantom Unit shall be similarly
forfeited.
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3.
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Events
Occurring Prior to Full Vesting.
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(a)
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Death
or Disability.
If your service as a member of the Board of Directors of the Company
terminates as a result of your death or a disability that would entitle
you to benefits under the Company’s long-term disability plan, if you were
eligible to participate in such plan, the Restricted Phantom Units
then
held by you, including Restricted Phantom Units attributable to the
reinvestment from the amount credited to your tandem DER account,
automatically will become fully vested upon such
termination.
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(b)
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Other
Terminations.
If your service as a member of the Board of Directors of the Company
terminates for any reason other than as provided in Paragraph 3(a)
above,
all Restricted Phantom Units then held by you, including Restricted
Phantom Units attributable to the reinvestment from the amount credited
to
your tandem DER account, automatically shall be forfeited without
payment
upon such termination.
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(c)
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Change
of Control.
Provided that you continuously serve as a member of the Board of
Directors
until at least immediately prior to a Change of Control, all outstanding
Restricted Phantom Units held by you and all DERs reinvested in Restricted
Phantom Units automatically shall become fully vested upon a Change
of
Control.
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For
purposes of this Paragraph 3, provided that it will not result in payment being
made outside the Short-Term Deferral Period (as defined below), “a termination
of service as a member of the Board of Directors of the Company” shall not
include a change of status between any of the following: an Employee or a
Director of, or a Consultant to, the Company or an Affiliate of the Partnership.
2
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4.
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Payments.
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(a)
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Restricted
Phantom Units.
.
As of the date on which the Restricted Phantom Units Award (or any
portion
thereof) vests (the “Vesting
Date”),
the vested portion of the Restricted Phantom Units Award shall represent
the right to receive payment, in accordance with this Section 4,
of either
(i) a number of Units equal to the number of vested Restricted Phantom
Units or (ii) at the sole election of the Company, an amount in cash
equal
to the Fair Market Value of a Unit on the Vesting Date multiplied
by the number of vested Restricted Phantom Units subject to the
Award.
Payment with respect to the Restricted Phantom Units Award shall
be made
to you on or as soon as practicable after the Vesting Date, but in
no
event later than 60 days following the Vesting Date.
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(b)
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DERs.
At the same time the vested Restricted Phantom Unit is paid, the
vested
Restricted Phantom Units then credited to your tandem DER account
and
reinvested in Restricted Phantom Units shall be paid to you in accordance
with Section 4.(a) herein.
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(c) Code
Section 409A; Short-Term Deferrals.
The
payments and benefits under this Agreement are intended to satisfy the
short-deferral exemption under Treasury Regulation Section 1.409A-1(b)(4) and
shall be made not later than the last day of the applicable two and one-half
(2
½) month “short-term deferral period” with respect to such payments and
benefits, within the meaning of Treasury Regulation Section 1.409A-1(b)(4)
(the
“Short-Term Deferral Period”).
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5.
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Withholding
of Taxes.
To the extent that a payment under the Plan results in the receipt
of
compensation by you with respect to which the Company or an Affiliate
has
a tax withholding obligation pursuant to applicable law, and unless
other
arrangements have been made by you that are acceptable to the Company
or
such Affiliate, you shall deliver to the Company or the Affiliate
such
amount of money as the Company or the Affiliate may require to meet
its
withholding obligations under such applicable law. No issuance of
Units
shall be made pursuant to this Agreement until you have paid or made
arrangements approved by the Company or the Affiliate to satisfy
in full
the applicable tax withholding requirements of the Company or Affiliate
with respect to such event.
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6.
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Limitations
Upon Transfer.
All rights under this Agreement shall belong to you alone and may
not be
transferred, assigned, pledged, or hypothecated by you in any way
(whether
by operation of law or otherwise), other than by will or the laws
of
descent and distribution and shall not be subject to execution,
attachment, or similar process. Upon any attempt by you to transfer,
assign, pledge, hypothecate, or otherwise dispose of such rights
contrary
to the provisions in this Agreement or the Plan, or upon the levy
of any
attachment or similar process upon such rights, such rights shall
immediately become null and void.
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3
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7.
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Binding
Effect.
This Agreement shall be binding upon and inure to the benefit of
any
successor or successors of the Partnership and upon any person lawfully
claiming under you.
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8.
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Entire
Agreement.
This Agreement constitutes the entire agreement of the parties with
regard
to the subject matter hereof, and contains all the covenants, promises,
representations, warranties and agreements between the parties with
respect to the Restricted Phantom Units granted hereby. Without limiting
the scope of the preceding sentence, all prior understandings and
agreements, if any, among the parties hereto relating to the subject
matter hereof are hereby null and void and of no further force and
effect.
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9.
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Modifications.
Except as provided below, any modification of this Agreement shall
be
effective only if it is in writing and signed by both you and an
authorized individual on behalf of the
Company.
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10.
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Governing
Law.
This
grant shall be governed by, and construed in accordance with, the
laws of
the State of Delaware, without regard to conflicts of laws principles
thereof.
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IN
WITNESS WHEREOF
the
parties have executed and delivered this Agreement effective as of the date
first written above.
| BREITBURN GP, LLC | |||
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[Outside
Director]
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| By: | |||
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Title:
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