BREITBURN ENERGY PARTNERS L.P. RESTRICTED PHANTOM UNIT AGREEMENTRestricted Phantom Unit Agreement • March 9th, 2011 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • Delaware
Pursuant to this Restricted Phantom Unit Agreement (the “Agreement”), BreitBurn GP, LLC (the “Company”), as the general partner of BreitBurn Energy Partners L.P., a Delaware limited partnership (the “Partnership”), hereby grants to [Name] (the “Participant”) the following award of Restricted Phantom Units (“RPUs”), pursuant and subject to the terms and conditions of this Agreement and the Partnership’s First Amended and Restated 2006 Long-Term Incentive Plan (the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. Each RPU shall constitute a Phantom Unit under the terms of the Plan and is hereby granted in tandem with a corresponding DER, as further detailed in Section 3 below. Except as otherwise expressly provided herein, including without limitation on Exhibit A hereto, all capitalized terms used in this Agreement, but not defined, shall have the meanings provided in the Plan.
SECOND AMENDMENT TO BREITBURN ENERGY PARTNERS L.P. 2006 LONG TERM INCENTIVE PLAN CONVERTIBLE PHANTOM UNIT AGREEMENTSSecond Amendment • March 9th, 2011 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • Delaware
This Second Amendment (this “Amendment”) to the Convertible Phantom Unit Agreement by and between BreitBurn GP, LLC (“BreitBurn GP”) and [NAME] (the “Participant”), with a grant date of December 26, 2007, as amended (the “CPU Agreement”) and issued under the BreitBurn Energy Partners L.P. (“Partnership”) 2006 Long Term Incentive Plan (the “Plan”) was approved on January 29, 2010 by the Board of Directors of BreitBurn GP (the “Board”), acting in its capacity as the Administrator of the Plan and as General Partner of BreitBurn Energy Partners L.P and is entered into between BreitBurn GP and the Participant as of the date hereof.
THIRD AMENDMENT TO BREITBURN ENERGY PARTNERS L.P. 2006 LONG TERM INCENTIVE PLAN CONVERTIBLE PHANTOM UNIT AGREEMENTSThird Amendment • March 9th, 2011 • BreitBurn Energy Partners L.P. • Crude petroleum & natural gas • Delaware
This Third Amendment (this “Amendment”) to the Convertible Phantom Unit Agreement by and between BreitBurn GP, LLC (“BreitBurn GP”) and [NAME] (the “Participant”), with a grant date of December 26, 2007, as amended (the “CPU Agreement”) and issued under the BreitBurn Energy Partners L.P. (“Partnership”) 2006 Long Term Incentive Plan (the “Plan”), as restated and amended, was approved on January 28, 2011 by the Compensation and Governance Committee of the Board of Directors of BreitBurn GP (the “Board”), acting in its capacity as the Administrator of the Plan and as General Partner of BreitBurn Energy Partners L.P and is entered into between BreitBurn GP and the Participant as of the date hereof.
