Affiliates, employees or representatives shall have any liability to a Participant with respect thereto. No tax on award issuance or vesting; tax on payment only.                     , 20    (the “Date of Grant”) by and between Rose Rock Midstream GP, LLC, a Delaware limited 119 0 obj <>stream Pursuant to the terms of the Award Agreement, a percentage of the Award will vest and become payable at the end of Performance Period based upon the level of achievement of the performance measures shall be, in the sole discretion of the Committee, either (i) paid in a lump sum cash payment or (ii) converted into Units, in either case subject to Section 12 below. On August 16, 2017, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Global GP LLC (“GPLLC”), the general partner of Global Partners LP, approved a form of phantom unit award agreement under the Global Partners LP Long-Term Incentive Plan, as amended, (the “Plan”) for use for grants to executive officers who have an employment agreement … This Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that or the Partnership determines it is required to recover from the Participant under any such clawback policy. Once the terms of the plan are fulfilled, the employees become eligible to exchange their units of phantom … This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as Payment of Distribution Equivalents shall be made at the same time the underlying Phantom Units are paid pursuant to Section 3. Each unit of phantom stock equals one share of common stock. in such Phantom Unit Account (i) the number and type of Phantom Units granted to the Participant and (ii) either (A) the number of Units payable to the Participant on account of Phantom Units that have vested or (B) subject to contract between the parties hereto with regard to the subject matter hereof. (i)“ Phantom Units” means awards granted under the Plan giving a Participant the right to receive, subject to the terms and conditions of the Plan and the applicable Award Agreement, an amount in cash for each vested Phantom Unit held upon the occurrence of a Payment Event that is equal to (i) the value of one [share, unit, OR other equity interest denomination] of the Company’s [type and class of equity interests to which the phantom units … A Phantom Additional Unit is a. phantom stock unit representing one share of Common Stock and 0.4591 shares of. 1] CGM Trust; Universal Compression Partners, L.P. Full Doc. [Phantom Units vesting upon attainment of performance measures: Performance Period: The performance period for the Phantom Units begins on January 1, 20    and ends on These entitle the holder only to a payment at a liquidity event equal to the value of a unit at the time of the liquidity event times the number of Phantom Unit Rights awarded. impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, for a period of not less than three (3) months under SemGroup Corporation’s accident and health expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months or (ii) the receipt of income replacements by the Participant, by reason of any medically determinable physical or mental Good Reason, within two (2) years after a Change of Control, the Phantom Units, to the extent then unvested, shall vest and become nonforfeitable on the date of such termination; provided that performance measures, if any, shall be If the Participant’s Service is terminated during the Restricted Period for If the General Partner deems it necessary to ensure that the issuance of Phantom Units under the Plan is not required to be registered Choice of Law; Jurisdiction; Waiver of Jury Trial. local taxes of any kind required by law to be withheld with respect to the Phantom Units and/or DERs. All such elections shall be irrevocable, made in writing, signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole Form of Phantom Unit Award Agreement (3-Year Vest) EX-10.16 2 cnxmexhibit101612-31x2018.htm EXHIBIT 10.16 Exhibit . Participant for Good Reason following a Change of Control. offense, (ii) any act of willful fraud, dishonesty or moral turpitude that causes a material harm to the General Partner, the Partnership or any of their Affiliates, (iii) gross negligence or gross misconduct with respect to the General The provisions of this Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, y픭w\��s����D��m�01���Q���7�&�$G$'�k���$ �0�E|���#g�plVe?��T��HH����B�@��V�,V��D�������b�+3g���ܹ��ۢ��~?S}��!�9��M)���2��d(�1~�}�a$�6�'Ñ���eߍ��npz@ S2����E�|�!��:jΕ�ͪ���ٺN��ш�\ �=�� l� �r�B�.O�B�6�2��n��q2pR�nn���/zf,�*g���6�eNZ��0��Kݾ�(z`wg躏�����ɪ�?b56w��,���5�ކ��)F(�����?�m7|�ϧ��=ν��c/������C�����]-�bwO��e���7h��þ Use this form phantom unit award agreement to grant phantom stock units to an employee or other service provider under a phantom plan. If the Participant’s Service is terminated during the Restricted Period (i) by the General Partner or any of its Affiliates without Cause or (ii) by the Participant for “Phantom Unit Rights” or “Unit Rights”, which are the equivalent of phantom stock in a corporation. Phantom unit award agreements are used to grant phantom units to an employee or other service provider under a phantom plan. Payment. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof. None of the Committee, the General Partner, the Partnership or any of the Affiliates of the General (1) Good Reason in the immediately preceding sentence, and (2) “good reason” within the meaning of Treasury Regulation section 1.409A-1(n)(2). 3. In this case, for example, if 500 units of phantom stock are granted when the underlying stock is worth $100 per share, the initial value of the award is $50,000. %PDF-1.6 %���� Partner, the Partnership and their Affiliates; provided that the designation of a beneficiary for receipt of any Phantom Units and/or DERs shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. The key requirement would be to (a) use cliff vesting (any incremental vesting must trigger immediate payment), and (b) pay benefits within 2½ months of the end of the year in which the awards vest. hereunder shall be subject to such stop transfer orders and other restrictions as the General Partner may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities Exchange Commission, any stock exchange or EACH PARTY AGREES THAT VENUE WOULD BE PROPER IN ANY OF SUCH COURTS, AND HEREBY WAIVES ANY Read Phantom Stock Plan. No Units shall be issued to the Participant at the time the grant is made, and the Participant shall not be, nor have any of the rights or privileges of, a Unitholder of the. [Phantom Units vesting upon continued Service: The vesting of the Phantom Units shall be cumulative, but shall not exceed 100% of the Phantom Units granted.]. THE TERMS OF THIS AGREEMENT, THE PARTIES AGREE THAT ANY AND ALL ACTIONS ARISING UNDER OR IN RESPECT OF THIS AGREEMENT SHALL BE LITIGATED IN THE FEDERAL OR STATE COURTS IN DELAWARE. Units shall be recorded in the books of the Partnership (or, as applicable, its transfer agent or equity plan administrator). 19. No Guarantees Regarding Tax Treatment. Except as deemed to have been achieved at the target level. Securities and Exchange Commission thereunder or the requirements of any national securities exchange on which the Units may be listed. Even if the value of the stock drops in half to $50 per share, the employee would forfeit significant value if he or she left the company during the five-year period before the units become fully vested. Phantom Stock Award A type of incentive grant in which the recipient is not issued actual shares of stock on the grant date but receives an account credited with a certain number of hypothetical shares. 2013 [Phantom Unit Agreement] PAA Natural Gas Storage LP. Upon vesting of the Phantom Shares, subject to Paragraph 6 below, the Company shall either: (a) cause a certificate or certificates for shares of Common Stock to be issued in your name without legend (except for any legend required pursuant to applicable securities laws or any other agreement to which you are a party); (b) cause to be paid to you an amount equal to the fair … The General Partner There isn't one exact definition of what phantom stock is or how companies use it. Phantom Unit means a notional interest granted under Section 6(b) that, to the extent vested, entitles the Participant to receive a Unit (or such greater or lesser number of Units as may be provided pursuant to the applicable Award Agreement), an amount of cash equal to the Fair Market Value of a Unit (or such greater or lesser number of Units as may be provided pursuant to the applicable Award Agreement) … Like true equity, phantom equity Affiliate, as the case may be, regarding the payment of any foreign, federal, state, or local taxes of any kind required by law to be withheld by the General Partner, the Partnership or such Affiliate, as the case may be, with respect to the Phantom minimum statutory total tax which could be withheld on the transaction. Phantom Units represent hypothetical Units and not actual Units. (c) “Good Reason” shall mean the occurrence of one or more of the following without the “Disability” or “Disabled” shall mean (i) the inability of the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be The agreement states the starting value of the shares as well as the other conditions of the plan like the vesting schedule, the payment events, dividend if applicable etc. HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. For example, the phantom equity plan might be structured to require the bonus to be grossed up to yield the same net cash-in-pocket amount … 2013 [Phantom Unit Agreement] Petrologistics LP. For purposes of any such provision of this Agreement relating to any such payments or benefits, references to a “termination,” “termination of Service” or like Notwithstanding the foregoing, however, in any circumstance or transaction in which compensation resulting from or in respect of an Award would be subject to the income tax under Section 409A if Phantom Stock Award Agreement IBERIABANK Corporation (the “Corporation”) may offer Phantom Stock Awards to key associates. requirement, in whole or in part, by having the General Partner, the Partnership or the applicable Affiliate of the General Partner or the Partnership withhold Units having a Fair Market Value on the date the tax is to be determined equal to the December 31, 20    . With respect to withholding required upon the lapse of restrictions or upon any other taxable event arising as a result of the vesting of the Phantom Units and/or DERs, the Participant may elect to satisfy the withholding Withholding Units. Partner, Attention: General Counsel, at its principal executive office and to the Participant at the address that he or she most recently provided to the General Partner. encumbered by the Participant other than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the General 23. For example, if employee “A” were to receive 1,000 shares of phantom stock, with each stock worth $20, the current value of the company stock would be $20,000. discretion, deems appropriate. Phantom stock plans are deferred compensation agreements that award employees based on the value of the company stock. Phantom stock plans are considered “liability awards” for accounting purposes (assuming they will be settled in cash rather than stock). “Award Agreement ” means the written or electronic agreement by which an Award shall be evidenced. Adjustments to the Phantom Units shall be made in accordance with Article 12 of the Plan.
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