Exhibit 10.3
SEMGROUP ENERGY PARTNERS G.P.,
L.L.C.
LONG-TERM INCENTIVE
PLAN
DIRECTOR RESTRICTED SUBORDINATED
UNIT AGREEMENT
This Restricted Subordinated 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 _______ Subordinated 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
Subordinated Units (the “Restricted Subordinated
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
Subordinated 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 Subordinated Units that
vest as of each date described above will be rounded down to the
nearest whole Restricted Subordinated Unit, with any remaining
Restricted Subordinated 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 Subordinated Units on such
date.
(b) All Restricted
Subordinated 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
Subordinated Units shall be immediately forfeited as of the date of
the Participant’s termination; provided, however, the
Restricted Subordinated Units shall become fully vested with
respect to all of the Restricted Subordinated 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 Subordinated Units;
Rights as Unitholder . The Restricted Subordinated 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
