0001392091-09-000010 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 23rd, 2009 • SemGroup Energy Partners, L.P. • Pipe lines (no natural gas) • Oklahoma

THIS EMPLOYMENT AGREEMENT (“Agreement”) made and entered into this _______ day of March, 2009 (the “Effective Date”), by and between SEMGROUP ENERGY PARTNERS MANAGEMENT, INC., a Delaware corporation (the “Company”), and ___________ (the “Executive”).

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Re: Retention Agreement
Retention Agreement • March 23rd, 2009 • SemGroup Energy Partners, L.P. • Pipe lines (no natural gas) • Oklahoma

As SemGroup Energy Partners Management, Inc. (the “Company”) and SemGroup Energy Partners G.P., L.L.C. (“SGGP”) believe it is in the best interests of the Company, SGGP and SemGroup Energy Partners, L.P. (“SGLP”) to encourage you to remain in the employ of the Company, the Company hereby agrees, and SGGP and SGLP guarantee, as of the date set forth above (the “Effective Date”), to provide you retention payments totaling up to $180,000, which is equivalent to 1.2 times your current annual base salary, (your “Retention Opportunity”), subject to the terms and conditions more fully set forth below in this letter agreement (this “Agreement”).

SEMGROUP ENERGY PARTNERS G.P., L.L.C. LONG-TERM INCENTIVE PLAN EMPLOYEE PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • March 23rd, 2009 • SemGroup Energy Partners, L.P. • Pipe lines (no natural gas) • Delaware

This Phantom Unit Agreement (“Agreement”) between SemGroup Energy Partners G.P., L.L.C. (the “Company”) and [___________] (the “Participant”), regarding an award (“Award”) of 30,000 Phantom Units (as defined in the SemGroup Energy Partners G.P., L.L.C. Long-Term Incentive Plan (the “Plan”)) granted to the Participant on March __, 2009 (the “Grant Date”), such number of Phantom Units subject to adjustment as provided in the Plan, and further subject to the following terms and conditions:

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