EXHIBIT 10.11
Deferred Payment
TRANSACTION GRANT AGREEMENT
[Plains All American, Inc. Letterhead]
_________________________, 199__
_________________
_________________
_________________
Re: Grant of MLP Phantom Units
Dear _________________:
I am pleased to inform you that the Company hereby grants to you
___________ MLP Phantom Units, with an equal number of distribution equivalent
rights ("DERs"). A MLP Phantom Unit is a right to receive, following vesting as
provided below, a Common Unit of Plains All American Pipeline, L.P. (the "MLP")
and a DER is a right to receive an amount in cash from the Company equal to the
distributions made by MLP with respect to a Common Unit during the period ending
on the earlier of December 31, 2003 or the date the tandem MLP Phantom Unit is
paid to you or forfeited. The terms of this grant are set forth below.
1. Subject to the further vesting provisions below, the MLP Phantom Units
will become vested (nonforfeitable) as follows:
(a) on December 31, 1999, (i) 2/9ths of the total number of MLP
Phantom Units granted you (the "Total Units") shall become vested if the
Operating Surplus of the MLP for 1999 equals or exceeds the sum of the
Minimum Quarterly Distributions ("MQDs") for such year with respect to the
Common Units, and (ii) an additional 1/9th of the Total Units shall become
vested if the Adjusted Operating Surplus of the MLP for 1999 equals or
exceeds the sum of the MQDs with respect to the Common Units and
Subordinated Units for 1999;
(b) on December 31, 2000, (i) an additional 2/9ths of the Total Units
shall become vested if the Operating Surplus of the MLP for 2000 equals or
exceeds the sum of the MQDs for such year with respect to the Common Units,
and (ii) an additional 1/9th of the Total Units shall become vested if the
Adjusted Operating Surplus of the MLP for 2000 equals or exceeds the sum of
the MQDs with respect to the Common Units and Subordinated Units for 2000;
(c) on December 31, 2001, (i) an additional 2/9ths of the Total Units
shall become vested if the Operating Surplus of the MLP for 2001 equals or
exceeds the sum of the MQDs for such year with respect to the Common Units,
and (ii) an additional 1/9th of the Total Units shall become vested if the
Adjusted Operating Surplus of the MLP for 2001 equals or exceeds the sum of
the MQDs with respect to the Common Units and Subordinated Units for 2001;
(d) the MLP Phantom Units that would have vested at the end of 1999,
2000, or 2001 had the MQDs been paid such year(s) shall become vested on
the date any arrearages in MQDs for such year(s) are paid; and
(e) any MLP Phantom Units which have not vested pursuant subparagraphs
(a)(ii), (b)(ii), or (c)(ii) above as of December 31, 2001 shall become
vested upon, and in the same proportion as, the conversion of Subordinated
Units to Common Units.
The terms Adjusted Operating Surplus and Minimum Quarterly Distribution shall
have their meanings as set forth in the Amended and Restated Agreement of
Limited Partnership of Plains All American Pipeline, L.P.
2. In the event of your termination of employment with the Company and
its affiliates prior to any of the vesting dates for any reason other than your
death or a disability that entitles you to benefits under the long-term
disability plan of the Company ("Disability"), all of your MLP Phantom Units not
then vested shall automatically be forfeited unpaid as of your date of
termination.
3. In the event of your termination of employment with the Company and
its affiliates due to your death or Disability, your MLP Phantom Units shall
continue to vest as provided in paragraph 1 above.
4. Vested MLP Phantom Units will be paid by the Company as soon as
reasonably practicable following December 31, 2001 (and any subsequent vesting
date) or your termination of employment, whichever occurs first.
5. DERs with respect to the MLP Phantom Units will be credited (without
interest) to a Company ledger account (the "DER Account") for your benefit and
upon payment of any vested MLP Phantom Units, the amounts then credited to your
DER Account with respect to such vested units will be paid to you in cash. Any
amount credited to the DER Account with respect to unvested MLP Phantom Units
will be forfeited if and whenever such MLP Phantom Units are forfeited.
6. The Company will withhold any taxes due from your compensation as
required by law, which, in the sole discretion of the Committee, may include
withholding a number of MLP Common Units otherwise payable to you.
[We look forward to...etc.]
[COMPANY]
By:____________________
