ASSIGNMENT OF LIMITED PARTNERSHIP UNITS
Exhibit 10.38
THIS ASSIGNMENT OF LIMITED PARTNERSHIP UNITS (this “Assignment”) dated as of January 25, 2012
(the “Effective Date”), is made by and among XXXXXX X. XXXXXX, an individual residing in the State
of Missouri (“Assignor”), and XXXXXXXXX RESOURCE PARTNERS, L.P, a Delaware limited partnership
(“Assignee”);
W I T N E S S E T H:
WHEREAS, Assignor and Assignee have entered into that certain Restricted Unit Award Agreement
dated October 1, 2011 (the “Award Agreement”); and
WHEREAS, pursuant to the Award Agreement, Assignor agreed to deliver to Assignee that number
(or fraction thereof) of Restricted Units necessary to satisfy the obligations of Assignor under
subparagraph 5(a) of the Award Agreement to Assignee; and
WHEREAS, the total number of Restricted Units necessary to satisfy such obligations set forth
in the foregoing paragraph is 8,360 Restricted Units (the “Assigned Units”); and
WHEREAS, in exchange for the assignment of the Assigned Units herein, Assignee has previously
agreed to pay any federal, state or local taxes arising from the Award Agreement, the total amount
of which has been determined to be equal to $1,145,320.00 (the “Tax Liability”); and
WHEREAS, capitalized terms used herein and not otherwise defined shall have those meanings
assigned to them in the Amended and Restated Agreement of Limited Partnership dated October 1, 2011
and the Award Agreement;
NOW, THEREFORE, in consideration of the premises, the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Assignor and Assignee do hereby agree as follows:
1. Assignment. Subject to the terms and conditions hereof, Assignor hereby transfers
and assigns the Assigned Units to Assignee, effective as of the Effective Date, together with all
rights and obligations pertaining thereto, in exchange for the payment or reimbursement of the Tax
Liability set forth above.
2. Successors and Assigns. This Assignment shall be binding upon and inure to the
benefit of each of the parties hereto and their respective heirs, legal representatives, successors
and assigns.
3. Counterparts. This Assignment may be executed in one or more counterparts, each of
which shall be an original and all of which shall constitute but one and the same document.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment on the Effective Date.
| ASSIGNOR: |
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/s/ Xxxxxx X. Xxxxxx
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| XXXXXX X. XXXXXX | ||||
| ASSIGNEE: XXXXXXXXX RESOURCE PARTNERS, L.P. |
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| By: | ELK CREEK GP, LLC, as General Partner | |||
| By: | /s/ X. Xxxx Xxxxxxxxx, III
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| Name: X. Xxxx Xxxxxxxxx, III, Chairman and Chief Executive Officer |
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