Exhibit 10.2
SEMGROUP ENERGY PARTNERS G.P.,
L.L.C.
LONG-TERM INCENTIVE
PLAN
DIRECTOR RESTRICTED COMMON UNIT
AGREEMENT
This Restricted Common Unit Agreement
(“Agreement”) between SemGroup Energy Partners G.P.,
L.L.C. (the “Company”) and _________________ (the
“Participant”), a Director of the Company, regarding an
award (“Award”) of _______ Common Units (as defined in
the SemGroup Energy Partners G.P., L.L.C. Long-Term Incentive Plan
(the “Plan”)) granted to the Participant on
_____________ (the “Grant Date”), such number of Common
Units (the “Restricted Common Units”) subject to
adjustment as provided in the Plan, and further subject to the
following terms and conditions:
1. Relationship to
Plan. This Award is subject to all of the terms,
conditions and provisions of the Plan and administrative
interpretations thereunder, if any, which have been adopted by the
Committee thereunder and are in effect on the date
hereof. Except as defined herein, capitalized terms
shall have the same meanings ascribed to them under the
Plan.
(a) This Award shall
vest and the Restricted Period with respect to the Restricted
Common Units subject thereto shall end in installments in
accordance with the following schedule:
|
Date
|
Vested Increment
|
Total Vested Percentage
|
|
10/01/09
|
33
1/3%
|
33
1/3%
|
|
10/01/10
|
33
1/3%
|
66
2/3%
|
|
10/01/11
|
33
1/3%
|
100%
|
The number of Restricted Common Units that vest
as of each date described above will be rounded down to the nearest
whole Restricted Common Unit, with any remaining Restricted Common
Units to vest with the final installment. The
Participant must be continuously serving as a Director from the
Grant Date through the applicable vesting date in order for the
Award to become vested with respect to additional Restricted Common
Units on such date.
(b) All Restricted
Common Units subject to this Award shall vest upon the occurrence
of a Change of Control, irrespective of the limitations set forth
in subparagraph (a) above, provided that the Participant has
been continuously serving as a Director from the Grant Date through
the date of the Change of Control.
3.
Forfeiture of Award.
If the
Participant’s service with the Company or any of its
Affiliates terminates for any reason all unvested Restricted Common
Units shall be immediately forfeited as of the date of the
Participant’s termination; provided, however, the Restricted
Common Units shall become fully vested with respect to all of the
Restricted Common Units subject to this Award on the date on which
the Participant experiences a Qualifying Event. A
“Qualifying Event” means the Participant's status as a
director of the Company and/or an Affiliate of the Company
(collectively, the “Affiliated Group”) is terminated
due to (A) death or (B) the Participant's removal as, or not being
re-elected or re-appointed as, a director of one or more entity
member(s) of the Affiliated Group by the member(s), shareholder(s)
or Board of Directors, as appropriate, of such entity or entities,
as applicable, which removal or failure to re-elect or re-appoint
shall not have been as a result of, caused by, or related to,
Participant's resignation, or Participant's unwillingness to serve,
for whatever reason, as a director of such entity or
entities.
4.
Delivery of Common Units; Rights
as Unitholder . The Restricted Common Units will be
evidenced, at the sole option and in the sole discretion of the
Committee, either (i) in book-entry form in the Participant’s
name in the Unit register of the Partnership maintained by the
Partnership’s transfer agent or (ii) a unit certificate
issued in the Participant's name. Participant shall have
voting rights and shall be entitled to recei
