Legacy Reserves LP Long-Term Incentive Plan Grant of Phantom Units
Exhibit
10.1
Long-Term
Incentive Plan
Grant
of Phantom Units
Grantee:
Grant
Date:
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1.Grant
of Phantom Units.
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Legacy
Reserves LP (the “Partnership”) hereby grants to you _________
Phantom Units under the Legacy Reserves LP Long-Term Incentive
Plan (the
“Plan”) on the terms and conditions set forth herein and in the
Plan, which is attached hereto as Appendix A and is incorporated
herein by reference as a part of this Agreement. A Phantom Unit
is a notional Unit of the Partnership that is subject to the forfeiture
and non-transferability provisions set forth below in this
Agreement. Each Phantom Unit granted to you also includes a
tandem Distribution Equivalent Right (“DER”), which provides that
when the Partnership makes a cash distribution with respect to
a Unit, the
General Partner will pay you an equal amount of cash with respect
to your
Phantom Unit. The terms of this Agreement are set forth
below. In the event of any conflict between the terms of this
Agreement and the Plan, 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.Regular
Vesting.
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Except
as otherwise provided in Section 3 below, the Phantom Units shall
vest in
accordance with the following
schedule:
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Vesting
Date
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Vested
Units
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Cumulative
Vested
Units
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,
2009
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,
2010
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,
2011
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Your
“employment with the Partnership” (as defined in Section 3), or any of its
Affiliates, as the case may be (the “Employer”), must be continuous from
the Grant Date through the applicable vesting date in order for the Phantom
Units to become vested under the provisions of this Agreement.
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0.Xxxxxx
Occurring Prior to Regular
Vesting.
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(a)
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Death
or Disability. If your “employment with the
Employer” (as defined below in this Section 3) terminates as a result of
your death or a disability (within the meaning of Section 22(e)(3)
of the
Internal Revenue Code of 1986, as amended and in effect from time
to time
(the “Code”)), the Phantom Units automatically will become fully
vested.
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(b)
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Termination
by the Employer other than for Cause. If your
employment with the Employer is terminated by the Employer for
any reason
other than “Cause,” as determined by the Employer, the Phantom Units then
held by you automatically will become fully
vested.
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(c)
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Other
Terminations. Except as provided in Section 2
hereof, if your employment with the Employer should terminate for
any
reason other than as provided in Sections 3(a) and (b) above, all
unvested
Phantom Units then held by you automatically shall be forfeited
and
cancelled without payment upon such termination. Upon vesting
or forfeiture of a Phantom Unit, the tandem DER shall automatically
be
cancelled without payment.
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(d)
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Change
of Control. All outstanding Phantom Units held by
you automatically shall become fully vested upon a Change of
Control.
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For
purposes of this Section 3, “employment with the Employer” or “employment with
the Partnership” shall include being an employee of or a director (or
equivalent) or consultant to the Partnership or an Affiliate.
For
purposes of this Section 3, “Cause” is defined as:
(1) an
act by the Grantee of willful misrepresentation, fraud or willful dishonesty
intended to result in substantial personal enrichment at the expense of the
Partnership or an Affiliate;
(2) the
Grantee’s willful misconduct with regard to the Partnership or an Affiliate that
is intended to have a material adverse impact on the Partnership or an
Affiliate;
(3) the
Grantee’s material, willful and knowing violation of Partnership or Affiliate
guidelines or policies or the Grantee’s fiduciary duties which has or is
intended to have a material adverse impact on the Partnership or an
Affiliate;
(4) the
Grantee’s willful or reckless behavior in the performance of his or her duties
which has a material adverse impact on the Partnership or an
Affiliate;
(5) the
Grantee’s conviction of, or pleading nolo contendere or guilty to, a
felony; or
(6) any
other willful material breach by the Grantee of his or her obligations to
the
Partnership or an Affiliate that, if curable, is not cured within 20 days
of
receipt of written notice from the Partnership or an Affiliate.
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4.Payment
Upon Vesting of Phantom Units and Payment of Amounts Due Under
DERs.
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(a)
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Subject
to the tax withholding requirements of Section 5 below, not later
than
seventy-four (74) days following the date on which a Phantom Unit
vests
hereunder, the Partnership shall mail or otherwise deliver to you
an
amount in a single lump sum in cash in respect of each Phantom
Unit equal
to the Fair Market Value of a Unit (determined as of the vesting
date of
the Phantom Unit), or (ii) if determined by the Committee in its sole
discretion prior to the payment date, the Partnership shall mail
or
otherwise deliver to you, in book-entry form, a Unit in respect
of each
Phantom Unit then vested, or (iii) the Partnership shall mail or
deliver to you some combination of cash and Units, as described
in clauses
(i) and (ii), as may be determined by the Committee in its sole
discretion
prior to the payment date. Subject to any tax withholding
requirements of Section 5 below, not later than seventy-four (74)
days
following any date upon which the Partnership makes a cash distribution
with respect to a Unit, the Partnership shall mail or otherwise
deliver to
you in a single lump sum in cash in respect of each DER granted
in tandem
with a Phantom Unit an amount of cash equal to such cash distribution
on
such Unit.
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(b)
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Notwithstanding
the preceding provisions of Section 4(a), to the extent that (i)
the
limitations (set forth in Code Section 409A and regulations or
other
regulatory guidance issued thereunder) on payments to specified
employees,
as defined in Code Section 409A and regulations or other regulatory
guidance issued thereunder, apply to you and (ii) at any time prescribed
under Code Section 409A and regulations or other regulatory guidance
issued thereunder, you are a key employee, as defined in Code Section
416(i) without regard to paragraph 5 thereof, except to the
extent permitted under Code Section 409A and regulations or other
regulatory guidance issued thereunder, no distribution or payment
that is
subject to Code Section 409A shall be made under this Agreement
on account
of your separation from service, as defined in Code Section 409A
and the
regulations or other regulatory guidance issued thereunder, with
the
Employer (at any time when you are deemed under Code Section 409A
and
regulations or other regulatory guidance issued thereunder to be
a
specified employee, as defined in Code Section 409A and regulations
or
other regulatory guidance issued thereunder, and any equity interest
of
the Employer is publicly traded on an established securities market
or
otherwise) before the date that is the first day of the month that
occurs
six (6) months after the date of your separation from service (or,
if
earlier, your date of death or any other date permitted under Code
Section
409A and regulations or other regulatory guidance issued
thereunder).
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5.Withholding
of Tax.
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Any
amount payable pursuant to Section 4 shall be subject to collection
by the
Partnership or an Affiliate, as applicable, of all applicable federal,
state and local income and employment taxes required to be withheld
in
respect of such amount.
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0.Xx
Rights as a
Unitholder.
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You
shall not be, or have any of the rights or privileges of, a unitholder
of
the Partnership with respect to any Phantom
Unit.
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7.Limitations
Upon Transfer.
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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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8.Binding
Effect.
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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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9.Rights
of Grantee.
Any
benefits payable under Section 4 of this Agreement shall be provided
from
the general assets of the Partnership or an Affiliate, as
applicable. The Grantee’s rights hereunder shall not rise above
those of a general creditor of the Partnership or an Affiliate,
as
applicable.
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10.Entire
Agreement and
Amendment.
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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 Phantom Units and DERs 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. Any modification of this Agreement shall be effective
only if it is in writing and signed by both you and an authorized
officer
of the Company.
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11.Notices.
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Any
notices given in connection with this Grant Agreement shall, if
issued to
Grantee, be delivered to Grantee’s current address on file with the
Partnership, or if issued to the Partnership, be delivered to the
Partnership’s principal offices.
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12.Execution
of Receipts and
Releases.
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Any
payment of cash or property to Grantee, or to Grantee’s legal
representatives, heirs, legatees or distributees, in accordance
with the
provisions hereof, shall, to the extent thereof, be in full satisfaction
of all claims of such persons hereunder. The Partnership may
require Grantee or Xxxxxxx’s legal representatives, heirs, legatees or
distributees, as a condition precedent to such payment or issuance,
to
execute a release and receipt therefor in such form as it shall
determine.
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13.Governing
Law.
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This
grant shall be governed by, and construed in accordance with, the
laws of
the State of Texas, without regard to conflicts of laws principles
thereof.
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Legacy
Reserves
LP Grantee
By: Legacy
Reserves GP, LLC, its General Partner
By: By:
Name: Name:
Title:
APPENDIX
A
AMENDED
AND RESTATED LEGACY RESERVES LP
LONG-TERM
INCENTIVE PLAN
