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Constellation Energy Partners LLC 2009 Omnibus Incentive Compensation Plan

Executive Compensation Plan Agreement

Constellation Energy Partners LLC 

2009 Omnibus Incentive Compensation Plan | Document Parties: CONSTELLATION ENERGY PARTNERS LLC You are currently viewing:
This Executive Compensation Plan Agreement involves

CONSTELLATION ENERGY PARTNERS LLC

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Title: Constellation Energy Partners LLC 2009 Omnibus Incentive Compensation Plan
Governing Law: Delaware     Date: 5/4/2009
Industry: Oil and Gas Operations     Sector: Energy

Constellation Energy Partners LLC 

2009 Omnibus Incentive Compensation Plan, Parties: constellation energy partners llc
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Exhibit 10.9

Constellation Energy Partners LLC

2009 Omnibus Incentive Compensation Plan

Grant Agreement Relating to

Notional Units with DERs - Executives

Grantee:

Grant Date : May 1, 2009

 

 

1.

Grant of Notional Units .

(a) Grant . Constellation Energy Partners LLC, a Delaware limited liability company (the “ Company ”), hereby grants to you [ ] Notional Units (each, a “ Notional Unit ”) under the Constellation Energy Partners LLC 2009 Omnibus Incentive Compensation Plan (the “ Plan ”) on the terms and conditions set forth herein and in the Plan, which is attached hereto as Appendix A and incorporated herein by reference as a part of this agreement (the “ Grant Agreement ”).

(b) General . Except where explicitly noted herein, in the event of any conflict between the terms of this Grant Agreement and the Plan, the Plan shall control. Capitalized terms used in this Grant Agreement but not defined herein shall have the meanings ascribed to such terms in the Plan, unless the context requires otherwise.

(c) Failure to Approve Plan . In the event the Plan is not approved by the common unitholders of the Company (an “ Approval Failure ”) prior to the occurrence of a particular Vesting Date or other vesting of Notional Units pursuant to this Grant Agreement, Grantee (i) shall have no right pursuant to this Grant Agreement or otherwise to receive Units in respect of the Notional Units so vested and (ii) shall be entitled to settlement of the Notional Units so vested only pursuant to Section 5 . No Approval Failure shall affect the validity of this Grant Agreement and shall have no effect on this Grant Agreement other than as explicitly provided for in this Section 1(c) .

 

 

2.

Conversion to Restricted Common Units .

(a) Conversion Upon Plan Approval . Upon approval of the Plan by the common unitholders of the Company, each Notional Unit and related DER shall be automatically converted into a right to receive one Restricted Unit and a tandem DER. All Notional Units and related DERs granted hereby shall become null, void and without further effect upon such conversion; provided , however , that any Distribution Credits that have accumulated pursuant to Section 4(b) in respect of such Notional Units shall remain outstanding. The Company shall promptly cause the issuance of such restricted common units (the “ Restricted Units ”) upon such approval of the Plan. The Restricted Units shall be evidenced in book-entry form in the name of Grantee.


(b) Vesting of Restricted Units . Except as otherwise provided in Section 2(c) , each tranche of Restricted Units identified below (an “ RU Tranche ”) shall fully vest in Grantee and the restrictions set forth in this Section 2(b) , Section 2(c) , Section 2(d) and Section 2(e) shall lapse according to the following schedule of vesting dates:

 

RU Tranche

  

Percent Vesting

 

 

Vesting Date

First

  

20

%

 

January 1, 2010

Second

  

20

%

 

January 1, 2011

Third

  

20

%

 

January 1, 2012

Fourth

  

20

%

 

January 1, 2013

Fifth

  

20

%

 

January 1, 2014

(c) Forfeiture .

(i) General . Subject to Section 2(c)(ii) , all Restricted Units that are then unvested, as well as the related DERs and any Distribution Credits that are then unearned pursuant to Section 4(c) , shall become forfeited, null and void on the date on which Grantee’s employment by the Company or its Affiliates is terminated.

(ii) Employment Agreement . Notwithstanding Section 2(c)(i) and anything to the contrary herein or in the Plan, if Grantee’s Employment Agreement (defined below) provides for a treatment of the Restricted Units, related DERs and Distribution Credits that differs from Section 2(c)(i) , the terms of Grantee’s Employment Agreement shall control upon the termination of Grantee’s employment by the Company or its Affiliates. “ Employment Agreement ” means that certain Employment Agreement, dated as of May 1, 2009, entered into by and between the Company and Grantee, as such agreement may be amended from time to time.

(iii) Committee Discretion . The Committee may, in its discretion, waive in whole or in part any forfeiture pursuant to this Section 2(c) .

(d) Transfer Restrictions . None of the Restricted Units, related DERs or Distribution Credits may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by Grantee and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any of its Affiliates; provided , however , that the Restricted Units, related DERs and Distribution Credits may be transferred by Grantee without consideration to immediate family members or related family trusts, family limited partnerships or similar entities.

(e) Ownership Rights . Subject to the vesting restrictions provided in Section 2(b) and the risk of forfeiture pursuant to Section 2(c) , Grantee shall have full ownership rights in respect of the Restricted Units, including the right to vote along with the other common unitholders; provided , however , that other than in respect of Section 4 , the Restricted Units shall not have the right, prior to vesting pursuant to Section 2(b) , to receive distributions when paid by the Company on the Units.

 

2


 

3.

Vesting of Notional Units Prior to Conversion .

(a) Regular Vesting . Except as otherwise provided in Section 3(b) , each tranche of Notional Units identified below (a “ NU Tranche ”) shall vest in the following manner and according to the following schedule of vesting dates (each, a “ Vesting Date ”):

 

NU Tranche

  

Percent Vesting

 

 

Vesting Date

First

  

20

%

 

January 1, 2010

Second

  

20

%

 

January 1, 2011

Third

  

20

%

 

January 1, 2012

Fourth

  

20

%

 

January 1, 2013

Fifth

  

20

%

 

January 1, 2014

Each NU Tranche and RU Tranche may be referred to in this Grant Agreement as a “ Tranche ”.

(b) Forfeiture .

(i) General . Subject to Section 3(b)(ii) , all Notional Units that are then unvested and all related DERs and any accumulated Distribution Credits that are then unearned pursuant to Section 4(c) shall become forfeited, null and void on the date on which Grantee’s employment by the Company or its Affiliates is terminated.

(ii) Employment Agreement . Notwithstanding Section 3(b)(i) and anything to the contrary herein or in the Plan, if Grantee’s Employment Agreement provides for a treatment of the Notional Units, related DERs and Distribution Credits that differs from Section 3(b)(i) , the terms of Grantee’s Employment Agreement shall control upon the termination of Grantee’s employment by the Company or its Affiliates.

(iii) Committee Discretion . The Committee may, in its discretion, waive in whole or in part any forfeiture pursuant to this Section 3(b) .

 

 

4.

Distribution Equivalent Rights .

(a) Grant . Each Notional Unit and Restricted Unit is accompanied by a tandem Distribution Equivalent Right (each, a “ DER ”), which provides that when the Company makes a cash distribution with respect to a Unit, the Company will record book-entry distribution credits in the manner provided in Section 4(b) (the “ Distribution Credits ”).

(b) Accumulation of Distribution Credits . Until a Tranche has vested pursuant to Section 2 or 3 , as applicable, the Comp


 
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