Exhibit 10.3
PVG GP, LLC
DEFERRED COMMON UNIT GRANT
AGREEMENT
This DEFERRED COMMON UNIT GRANT
AGREEMENT, dated as of «Date» (the “Date of
Grant”), is delivered by PVG GP, LLC (the
“Company”) to «Name» (the
“Grantee”).
RECITALS
The Company’s Long-Term
Incentive Plan (the “Plan”) provides for the grant of
Deferred Common Units (as defined in the Plan) in accordance with
the terms and conditions of the Plan. The Compensation and Benefits
Committee of the Board of Directors of the Company (the
“Committee”) has decided to grant Deferred Common Units
to the Grantee as an inducement for the Grantee to promote the best
interests of the Partnership and its unitholders. All terms
capitalized but not defined herein will have the meanings assigned
to them in the Plan. A copy of the Plan is attached as Exhibit A
hereto.
NOW, THEREFORE, the parties to this
Agreement, intending to be legally bound hereby, agree as
follows:
1. Grant of Deferred Common
Units . Subject to the terms and conditions set forth in
this Agreement and the Plan, the Company hereby grants the Grantee
«Units» Deferred Common Units. The Company will establish
an Account in the Grantee’s name that will be credited with
the number of Deferred Common Units granted hereunder or received
pursuant to Section 2 hereof.
2. Unit Distributions
. On each date on which the Company makes a Distribution, the
Grantee’s Account shall be credited with that number of
Deferred Common Units equal to (x) the product of (i) the
amount of cash or the fair market value of other property paid in
such Distribution multiplied by (ii) the number of Deferred
Common Units in the Grantee’s Account divided by (y) the
Fair Market Value on the date of such Distribution.
3. Vesting and
Non-transferability .
(a) The Grantee shall be fully
vested at all times in the Deferred Common Units granted hereunder
and in the Deferred Common Units received by the Grantee pursuant
to Section 2 hereof.
(b) Deferred Common Units shall not
be transferable unless otherwise determined by the
Board.
4. Distribution of Deferred
Common Units . Deferred Common Units credited to the
Grantee’s Account will be distributed to the Grantee on the
date on which the Grantee ceases for any reason to be a member of
the Board; provided that, upon the death of the Grantee,
distribution shall be made to the beneficiary designated by such
Grantee. If the Grantee fails to designate a beneficiary or the
Grantee’s beneficiary predeceases the Grantee, distribution
shall be made to the Grantee’s estate. Each Deferred Common
Unit shall be payable in one Unit of the Partnership.
5. Change in Control .
The provisions of the Plan applicable t
