Eagle Rock Energy Partners, L.P. Long-Term Incentive Plan Grant of Restricted Units
Exhibit
10.14
Eagle
Rock Energy Partners, L.P.
Long-Term
Incentive Plan
Grantee:
Grant
Date: May
17,
2007
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1.
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Grant
of Restricted Units.
Eagle
Rock Energy G&P, LLC (the “Company”) hereby grants to you _______
Restricted Units under the Eagle Rock Energy Partners Long-Term Incentive
Plan (the “Plan”) on the terms and conditions set forth herein and in the
Plan, which is incorporated herein by reference as a part of this
Agreement. 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.
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Vesting.
Except
as otherwise provided in Paragraph 3 below, the Restricted Units
granted
hereunder shall vest on the anniversary of the Grant Date as
follows:
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Anniversary
of
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Cumulative
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Grant
Date
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Vested
Percentage
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prior
to 1st anniversary
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0%
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on
the 1st anniversary
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33%
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on
the 2nd anniversary
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66%
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on
and after the 3rd anniversary
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100%
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3.
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Events
Occurring Prior to Full
Vesting.
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Death
or Disability.
If
your employment with the Company terminates as a result of your death
or a
disability that entitles you to benefits under the Company’s long-term
disability plan, the Restricted Units then held by you automatically
will become fully vested upon
such termination.
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| (b) |
Other
Terminations.
If
your employment with the Company terminates for any reason other
than as
provided in Paragraph 3(a) above, all unvested Restricted Units then
held
by you automatically shall be forfeited without payment upon such
termination.
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| (c) |
Change
of Control.
All
outstanding Restricted Units held by you automatically shall become
fully
vested upon a Change of Control.
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For
purposes of this Paragraph 3, “employment with the Company” shall include being
an
Employee or a Director of, or a Consultant to, the Company or an Affiliate.
However, if
your
Award is subject to Section 409A of the Code, whether your employment with
the Company
has terminated
will be determined in accordance with the regulations issued under Section
409A.
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4.
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Unit
Certificates.
A
certificate evidencing the Restricted Units may be issued in your
name,
pursuant to which you shall have all voting rights, if any.
The
certificate shall bear the following
legend:
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The
Units
evidenced by this certificate have been issued pursuant to the Long-Term
Incentive Plan, a copy of which is attached hereto and incorporated
herein, and a Grant of Restricted Units agreement between the Company and the
registered holder of the
Units,
and are subject to forfeiture to the Company under certain circumstances
described in such agreement. The sale, assignment, pledge or other transfer
of
the Units evidenced by this certificate is prohibited under
the
terms and conditions of such agreement, and such Units may not
be sold,
assigned, pledged or otherwise transferred except as provided in such
agreement.
The
Company may cause
the
certificate to be delivered upon issuance to the Secretary of the Company as
a
depository for safekeeping until the forfeiture occurs or the restrictions
lapse
pursuant to the terms of this Agreement. Upon request of the Company, you shall
deliver to the Company a Unit power, endorsed in blank, relating to the
Restricted Units then subject to the restrictions. Upon the lapse of the
restrictions without forfeiture, the Company shall cause a certificate or
certificates to be issued without legend in your name in exchange for the
certificate evidencing the Restricted Units.
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5.
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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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6.
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Restrictions.
By
accepting this grant, you agree that any Units that you may acquire
upon
vesting of this award will not be sold or otherwise disposed of in
any
manner that would constitute a violation of any applicable federal
or
state securities laws. You also agree that (i) the certificates
representing the Units acquired under this award may bear such legend
or
legends as the Committee deems appropriate in order to assure compliance
with applicable securities laws, (ii) the Company may refuse to register
the transfer of the Units acquired under this award on the transfer
records of the Partnership if such proposed transfer would in the
opinion
of counsel satisfactory to the Partnership constitute a violation
of any
applicable securities law, and (iii) the Partnership may give related
instructions to its transfer agent, if any, to stop registration
of the
transfer of the Units to be acquired under this
award.
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2
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7.
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Withholding
Taxes.
To
the extent that the grant or vesting of a Restricted Unit or distribution
thereon 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, 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 an unrestricted Unit 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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8.
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Xxxxxxx
Xxxxxxx Policy.
The
terms of the Company’s Xxxxxxx Xxxxxxx Policy with respect to Units are
incorporated herein by reference.
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9.
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Binding
Effect.
This
Agreement shall be binding upon and inure to the benefit of any successor
or successors of the Company and upon any person lawfully claiming
under
you.
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10.
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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 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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11.
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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
officer
of the Company.
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12.
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Governing
Law.
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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EAGLE
ROCK ENERGY G&P, LLC
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By:
______________________________
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Name:____________________________
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Title:_____________________________
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