EV Energy Partners, L.P. Long-Term Incentive Plan Grant of Phantom Units
EV
Energy Partners, L.P.
Long-Term
Incentive Plan
Grant
of Phantom Units
Grantee
_____________________________
Grant
Date _________________________ 200_
| 1. |
Grant
of Phantom Units.
EV Management, LLC (the “Company”)
hereby grants to you __________ Phantom Units under the EV Energy
Partners, L.P. 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. This
grant
of Phantom Units includes a tandem grant of DERs with respect to each
Phantom Unit. 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.
Except as otherwise provided in Paragraph 3 below, the Phantom Units
granted hereunder and any distributions made by the Company with respect
to the Phantom Units shall vest on the 15th
day of the annual anniversary month of the Grant Date as follows:
|
|
Anniversary
of the
Grant
Date
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Cumulative
Vested Percentage
|
For
each
Phantom Unit outstanding, you shall be entitled to receive a payment equal
to
any cash distributions made by the Partnership on a Unit during the period
such
Phantom Unit is outstanding; provided, however, that no amounts shall be payable
to or for your benefit with respect to record dates occurring prior to the
Grant
Date, or with respect to record dates occurring on or after the date, if any,
on
which you have forfeited the Phantom Units.
| 3. |
Events
Occurring Prior to Regular Vesting.
|
| a. |
Death
or Disability.
If your employment with the Company terminates as a result of your
death
or a Disability, the Phantom Units then held by you automatically will
become fully vested on the Designated Vesting Date that coincides with
or
immediately follows such termination. Except as otherwise provided
by the
Committee, you shall be considered to have a “Disability” during the
period in which you are unable, by reason of a medically determinable
physical or mental impairment, to engage in any substantial gainful
activity, which condition, in the opinion of a physician selected by
the
Committee, is expected to have a duration of not less than 120
days.
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| b. |
Termination
by the Company other than for Cause.
If your employment is terminated by the Company for any reason other
than
“Cause,” as determined by the Company in accordance with its employment
policies, the Phantom Units then held by you automatically will become
fully vested on the Designated Vesting Date that coincides with or
immediately follows such termination.
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| c. |
Other
Terminations.
Except as provided in Paragraph 2 hereof, if you terminate from the
Company for any reason other than as provided in Paragraphs 3(a) and
(b) above, all unvested Phantom Units then held by you automatically
shall be forfeited without payment upon such termination.
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| d. |
Change
of Control.
All outstanding Phantom Units held by you shall become fully vested
upon a
Change of Control.
|
For
purposes of this Paragraph 3, “employment with the Company” shall include
being an employee of or a consultant to the Company or an Affiliate.
[For
Directors
| a. |
Death
or Disability.
If you are no longer a director of the company as a result of your
death
or a Disability, the Phantom Units then held by you automatically will
become fully vested on
the Designated Vesting Date that coincides with or immediately follows
such termination.
Except as otherwise provided by the Committee, you shall be considered
to
have a “Disability” during the period in which you are unable, by reason
of a medically determinable physical or mental impairment, to engage
in
any substantial gainful activity, which condition, in the opinion of
a
physician selected by the Committee, is expected to have a duration
of not
less than 120 days.
|
| b. |
Voluntary
Resignation.
If you are no longer a director by reason of your voluntary resignation,
all unvested Phantom Units then held by you automatically shall be
forfeited without payment upon such
termination.
|
| c. |
Other
Terminations.
Except as provided in Paragraph 2 hereof, if you are no longer a
director of the Company for any reason other than as provided in
Paragraphs 3(a) and (b) above, all unvested Phantom Units then held
by you automatically shall become fully vested upon on the Designated
Vesting Date that coincides with or immediately follows such
termination.
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| d. |
Change
of Control.
All outstanding Phantom Units held by you shall become fully vested
upon a
Change of Control.]
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| 4. |
Payment.
As soon as administratively practicable after the vesting of a Phantom
Unit, you shall be entitled to receive one Unit;
provided, however, the Company has the right in its sole discretion,
to
pay you an amount of cash equal to the Fair Market Value of the Unit
on
the day immediately preceding the vesting date (the “Cash-Out
Price”)
in lieu of issuing such Unit to you (the “Cash-Out
Right”).
In the event the Company elects to exercise its Cash-Out right with
respect to any of the Phantom Units upon vesting, it shall notify you
of
its intent to do so within five business days prior to the applicable
vesting date and shall pay the Cash-Out Price (less any amounts required
by the Company or an Affiliate to meet withholding obligations under
applicable law) to you within five business days following such vesting
date.
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| 5. |
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. |
Restrictions.
By accepting this grant, you agree that any Units which you may acquire
upon vesting of this award will not be sold or otherwise disposed of
in
any manner which 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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| 7. |
Withholding
of Tax.
To the extent that the grant, vesting or payment of a Phantom Unit
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. |
Change
of Control.
Change of Control means (i) a merger of the Partnership in which the
Partnership is not the surviving entity, (ii) upon the sale of all
or
substantially all of the assets of the Partnership and its consolidated
subsidiaries (taken as one entity) in one transaction or a series of
related transactions; (iii) a corporation, person, or group acting
in
concert (other than the Company, or any savings, pension, or other
benefit
for the benefit of employees of the Company, or the subsidiaries thereof)
(a “Person”)
as described in Section 14(d)(2) of the Securities Exchange Act of
1934,
as amended (the “Exchange
Act”),
other than the current beneficial owners (within the meaning of Rule
13d-3
promulgated under the Exchange Act) of and equity interest in the profits
and losses of EnerVest Management Partners, Ltd., a Texas limited
partnership, acquires, directly or indirectly, beneficial ownership
(within the meaning of such Rule 13d-3) of more than 50% of the equity
interests in the Company then entitled to vote generally in the election
of the Board of Directors; or (iv) the withdrawal, removal or resignation
of the Company as the general partner of EV Energy GP. L.P., a Delaware
limited partnership, or the withdrawal, removal or resignation of EV
Energy GP, L.P. as the general partner of EV Energy Partners, L.P.,
a
Delaware limited partnership.
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| 9. |
Designated
Vesting Dates.
For purposes of this Agreement the “Designated Vesting Dates” shall be
January 15.
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| 10. |
Rights
as Unitholder.
You, or your executor, administrator, heirs, or legatees shall have
the
right to vote and receive distributions on Units and all the other
privileges of a unitholder of the Partnership only from the date of
issuance of a Unit certificate in your name representing payment of
a
vested Phantom Unit.
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| 11. |
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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| 12. |
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. Notwithstanding anything in the
Plan or
this Agreement to the contrary, (a) if the Committee determines that
the
terms of this grant do not, in whole or in part, satisfy the requirements
of new Section 409A of the Internal Revenue Code, the Committee, in
its
sole discretion, may unilaterally modify this Agreement in such manner
as
it deems appropriate to comply with such section and any regulations
or
guidance issued thereunder, and (b) the Committee, in its sole discretion,
may unilaterally modify this Agreement in any manner that does not
materially reduce your benefit.
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| 13. |
Plan
Governs.
Notwithstanding anything in this Agreement to the contrary, the terms
of
this Agreement shall be subject to the terms of the Plan, a copy of
which
may be obtained by you from the office of the Secretary of the Company.
Except where the context clearly implies or indicates the contrary,
capitalized words used herein are as defined in the
Plan.
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| 14. |
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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EV
Management, LLC
By:
______________________________
Name:
____________________________
Title:
_____________________________
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