0001193125-14-101578 Sample Contracts

UNIT APPRECIATION RIGHTS AGREEMENT UNDER THE STONEMOR PARTNERS L.P. LONG-TERM INCENTIVE PLAN
Unit Appreciation Rights Agreement • March 17th, 2014 • Stonemor Partners Lp • Services-personal services

This Key Employee Unit Appreciation Rights Agreement (the “Agreement”) entered into as of October 22, 2013 (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 David Meyers, a key employee of the Company or its Affiliates (the “Participant”).

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CONFIDENTIALITY AND NON-COMPETE AGREEMENT
Confidentiality and Non-Compete Agreement • March 17th, 2014 • Stonemor Partners Lp • Services-personal services • Pennsylvania

In consideration of the commencement of my employment as Chief Operating Officer at StoneMor GP LLC (“StoneMor” or “Company”), the General Partner of StoneMor Partners, L.P., as described in my offer letter, and the other consideration as described in more detail below, the receipt and sufficiency of which I hereby acknowledge, and intending to be legally bound hereby, I, David Meyers, state and agree as follows:

PAYBACK AGREEMENT
Payback Agreement • March 17th, 2014 • Stonemor Partners Lp • Services-personal services

PAYBACK AGREEMENT dated 10/10/2013 between StoneMor GP LLC (“StoneMor”), general partner of StoneMor Partners, L.P., and David Meyers (“Employee”).

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