GENESIS ENERGY, INC. 2007 LONG TERM INCENTIVE PLAN FORM OF PHANTOM UNIT GRANT AGREEMENT (3-YEAR CLIFF)
GENESIS
ENERGY, INC. 2007 LONG TERM INCENTIVE PLAN
FORM
OF PHANTOM UNIT GRANT AGREEMENT
(3-YEAR
XXXXX)
Date
of Grant: _______________
Name
of Grantee: _______________
Number
of Phantom Units Granted: _______________
Genesis
Energy, Inc. (the “General
Partner”)
is
pleased to inform you that you have been granted the number of Phantom Units
set
forth above under the Genesis Energy, Inc. 2007 Long Term Incentive Plan (the
“Plan”).
A
Phantom Unit is a contractual right to receive a Unit of Genesis Energy, L.P.
(the “Partnership”)
that
is subject to the forfeiture and non-transferability provisions (the
“Restrictions”)
set
forth in Section 2 of this Phantom Unit Grant Agreement (the “Agreement”).
The
terms of the grant are as follows:
1.
Your
Phantom Units will be credited to a separate account maintained for you on
the
books of the General Partner (the “Account”).
On
any given date, the value of each Phantom Unit credited to the Account shall
equal the Fair Market Value of one Unit. All amounts credited to the Account
under this Agreement shall continue for all purposes to be part of the general
assets of the General Partner. You will only be a general, unsecured creditor
of
the General Partner.
2.
The
Restrictions will lapse with respect to the Phantom Units on the third
anniversary of the Date of Grant (the “Vesting
Date”);
provided,
that
you are
employed by the General Partner or any of its Affiliates on the Vesting Date;
provided,
further,
that,
(i)
upon your “Qualifying Termination” (as defined below), any then unvested Phantom
Units shall automatically vest on the date of such Qualifying Termination,
and
(ii) upon the occurrence of a Change in Control (as such term is defined in
the
Plan), any then unvested Phantom Units shall automatically vest on the date
of
such Change in Control if you are employed by the General Partner or any of
its
Affiliates on the date of the Change in Control. Upon the Vesting Date, each
then vested Phantom Unit credited to the Account will be converted into one
Unit.
3.
Prior
to the Vesting Date for such Phantom Units, you will not have any voting or
any
other rights with respect to the Units underlying such unvested Phantom Units.
Upon the Vesting Date, a Unit will be delivered to you with respect to each
Phantom Unit that becomes vested upon the Vesting Date, and upon such delivery,
the Unit will be evidenced, at the sole option and in the sole discretion of
the
Committee, either (i) in book-entry form in your name in the Unit register
of the Partnership maintained by the Partnership’s transfer agent or (ii) a
Unit certificate issued in your name.
4.
Prior
to the Vesting Date for such Phantom Units, none of the Phantom Units are
transferable (by operation of law or otherwise) by you, other than by will
or
the laws of descent and distribution.
5.
If
your employment with the General Partner or any of its Affiliates is terminated
due to your (i) death, (ii) being disabled and entitled to receive
long term disability benefits under the General Partner’s long term disability
plan, or (iii) “Normal Retirement” (as defined below) (each such event
constituting a “Qualifying
Termination”),
the
Phantom Units shall automatically vest in full upon such Qualifying Termination;
provided,
that,
if the
General Partner determines
that you are a “specified employee” as defined in Section 409A(a)(2)(B)(i) of
the Code and the regulations and other guidance issued thereunder,
the
delivery of any Units you will receive upon your separation from service with
the General Partner or any of its Affiliates after the time you become eligible
for Normal Retirement shall be made no earlier than the first day of the seventh
month following the month in which you separate from service with the General
Partner or any of its Affiliates. For purposes of this Agreement, "Normal
Retirement"
means
that the sum of your age and your years of service recognized by the General
Partner equals or exceeds 75 years at the time you terminate
employment.
6.
In the
event your employment with the General Partner or any of its Affiliates
terminates for any reason other than as provided in Section 5 above, any
Phantom Units that are unvested as of the date of your termination of employment
shall automatically and immediately be forfeited and cancelled without payment
on the date of such termination of employment.
7.
Nothing in this Agreement or in the Plan shall confer any right on you to
continue employment with the General Partner or any of its Affiliates or
restrict the General Partner or any of its Affiliates from terminating your
employment at any time. Employment with an Affiliate shall be deemed to be
employment with the General Partner for purposes of the Plan and this Agreement.
Unless you have a separate written employment agreement with the General Partner
or an Affiliate, you are, and shall continue to be, an “at will”
employee.
8.
To the
extent that the vesting of a Phantom Unit results in the receipt of compensation
by you with respect to which the General Partner or an Affiliate has a tax
withholding obligation pursuant to applicable law, you may satisfy such tax
withholding obligation by any of the following means (in addition to the General
Partner’s right to withhold or to direct withholding from any compensation paid
to you by the General Partner or any of its Affiliates) or by a combination
of
such means: (i) tendering cash payment or surrendering already owned Units
of
the Partnership having a Fair Market Value equal to the withholding obligation,
or (ii) authorizing the General Partner or its Affiliates to withhold Units
from Units otherwise deliverable to you as a result of the lapse of restrictions
of your Phantom Units (but no more than the minimum required statutory
withholding liability). If you fail to pay the foregoing tax withholding
liability, the General Partner is authorized to withhold from the number of
Units otherwise deliverable to you on the Vesting Date, a number of Units with
a
Fair Market Value equal to such withholding liability (but no more than the
minimum required statutory withholding liability).
9.
Notwithstanding any other provision of this Agreement,
if, at
the time of the vesting of your Phantom Units,
the
General Partner is prohibited, because of rules and/or regulations promulgated
by the Securities and Exchange Commission or any stock exchange
upon
which the Units are listed, from delivering Units to you that would be obtained
from the Partnership or an Affiliate, then delivery of such Units to you in
connection with the vesting of your Phantom Units shall be delayed until such
reasonable time as the General Partner is entitled to acquire,
and
does
acquire, Units in the open market or becomes able to acquire such Units from
the
Partnership, an Affiliate or an other Person.
10.
These
Phantom Units are subject to the terms of the Plan, which is hereby incorporated
by reference as if set forth in its entirety herein, including, without
limitation, the ability of the General Partner, in its discretion, to amend
this
Agreement in accordance with Section 9 of the Plan. In the event of a conflict
between the terms of this Agreement and the Plan, the Plan shall be the
controlling document. Capitalized terms that are used, but are not defined,
in
this Agreement have the respective meanings provided for in the Plan. The Plan,
as in effect on the Date of Grant, is attached hereto as Exhibit A.
GENESIS
ENERGY, INC.
By:
_______________________
Name:
Title:
