0001193125-06-124039 Sample Contracts

DIRECTOR RESTRICTED PHANTOM UNIT AGREEMENT UNDER THE STONEMOR PARTNERS L.P. LONG-TERM INCENTIVE PLAN
Director Restricted Phantom Unit Agreement • June 5th, 2006 • Stonemor Partners Lp • Services-personal services • Pennsylvania

This Director Restricted Phantom Unit Agreement (the “Agreement”) entered into as of , 2006 (the “Agreement Date”), by and between StoneMor GP LLC (the “Company”), the general partner of and acting on behalf of StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”) and , a director the Company (the “Participant”).

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