";s:4:"text";s:12200:"WHEREAS, the Committee has determined that it would be in the best interests of the General Partner, the Partnership and their It is possible to create a phantom stock plan that avoids the application of 409A rules. Distribution Equivalents Agreement as of the date first written above. Units vest and become nonforfeitable. The Phantom Stock Award component provides a monetary award based on units of IBERIABANK Corporation stock where the award’s value will follow the stock’s price and incentivize associates to drive long-term company success as an … 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 … Participant for Good Reason following a Change of Control. (a) Participants Payment Obligation. to satisfy an exemption from, Section 409A, such that there are no adverse tax consequences, interest, or penalties under Section 409A as a result of the award, vesting or payment of the Phantom Units or DERs. any ambiguity, the Agreement shall be construed and administered in accordance with such intent. This Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or principle that Read Phantom Stock Plan. as it may be amended from time to time, is incorporated herein by reference and made a part of this Agreement; WHEREAS, pursuant to the Plan, the Committee is authorized to grant Phantom Units based on Units of Rose Rock Midstream, L.P., a If payment is made in the form of Units, the General Partner shall deliver or cause to be delivered to the BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH PARTY IRREVOCABLY Full Doc. The Phantom Units and DERs are subject to the Plan. [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 might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction. Partner deems advisable pursuant to Section 8, below, or (b) confirmation of the issuance of such Units through book entry procedures, which book entry or entries may be subject to stop transfer orders or other restrictions, if any, as the 2013 [Phantom Unit Agreement] Petrologistics LP. contract between the parties hereto with regard to the subject matter hereof. (c) Death or Disability. Except as 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. award or the Phantom Unit Account established for the Participant. Choice of Law; Jurisdiction; Waiver of Jury Trial. Notwithstanding any contrary provision in the Plan or this Agreement, any payment(s) of nonqualified deferred compensation (within the meaning of Section 409A) that are otherwise required to be made Delaware limited partnership (the Partnership), to Employees, Consultants and Directors as part of their compensation for services performed for the General Partner, the Partnership or any of their Affiliates; and. %PDF-1.6
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deemed to have been achieved at the target level. None of the Committee, the General Partner, the Partnership or any of the Affiliates of the General “Phantom Unit Rights” or “Unit Rights”, which are the equivalent of phantom stock in a corporation. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature. Phantom stock can help in getting an executive team to think and act like equity partners. in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. Phantom stock plans are deferred compensation agreements that award employees based on the value of the company stock. It creates a … under any applicable securities laws, each Participant to whom such Phantom Units would be issued shall deliver to. or the Partnership determines it is required to recover from the Participant under any such clawback policy. phantom unit award agreement THIS PHANTOM UNIT AWARD AGREEMENT (this “ Agreement ”) is made effective as of , 20 (the “ Date of Grant ”) by and between Rose Rock Midstream GP, LLC, a Delaware limited liability company (the “ General Partner ”), and (the “ Participant ”). Subsequent to the second quarter of 2011, there will be no further compensation expense … (1) Good Reason in the immediately preceding sentence, and (2) good reason within the meaning of Treasury Regulation section 1.409A-1(n)(2). “Award Agreement ” means the written or electronic agreement by which an Award shall be evidenced. Notwithstanding any other provision of the Plan or this Agreement to the contrary, by signing this Agreement, the Participant 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 Corporations accident and health (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 … 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. Payment shall be made within sixty (60) days after the date on which such Phantom Units vest. IN WITNESS WHEREOF, the parties hereto have executed this Phantom Unit Award The Participant agrees to take whatever additional action and execute whatever additional documents the General Partner may deem necessary or advisable to carry out or effect. Partnership with respect to any Phantom Units recorded in the Phantom Unit Account. Phantom Units and DERs Subject to Plan. As such, the sponsoring company must recognize the plan expense ratably over the vesting period. determined by the Committee or required by any applicable law, rule or regulation, neither the General Partner nor the Partnership shall deliver to the Participant certificates evidencing Units issued pursuant to this Agreement, and instead such Phantom Stock Award Agreement IBERIABANK Corporation (the “Corporation”) may offer Phantom Stock Awards to key associates. 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 The Participant shall have none of the rights of (b) Miller Phantom Unit Award”). Any notification required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or within three (3) days of deposit with the United States Payment. under this Agreement to a specified employee (as defined under Section 409A) as a result of his or her separation from service (other than a payment that is not subject to Section 409A) shall be delayed for the first six such book entry to make appropriate reference to such restrictions. 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 … determined in accordance with such definition. nonqualified deferred compensation under Section 409A upon or following a termination of Service, unless such termination is also a separation from service within the meaning of Section 409A and the payment thereof prior to a Usually, the award is for a specific number of units, or phantom shares, that follow the price of the company's actual shares — going up as the company is worth more and down as it's worth less. discretion, deems appropriate. Like true equity, phantom equity The vesting of the Phantom Units shall not exceed [200%] of the Phantom Units granted. Partner or the Partnership has any obligation to take any action to prevent the assessment of any tax under Section 409A of the Code or Section 457A of the Code or otherwise, and none of the General Partner, the Partnership or any of their A termination of Service shall not be deemed to have occurred for purposes of any provision of the Agreement providing for the payment of any amounts or benefits that are considered SUBJECT TO 1.409A-1(n)(2), then Good Reason means, but only to the extent necessary to prevent such compensation from becoming subject to the income tax under Section 409A, a transaction or circumstance that satisfies the requirements of both WHEREAS, the General Partner has adopted the Rose Rock Midstream Equity Incentive Plan (the Plan), which Plan, 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 This Agreement shall be subject to the terms of the Plan as amended except that the phantom stock shares that are the subject of this Agreement may not in any way be restricted or limited by any Plan amendment or termination approved after the date of the award without the Employee’s written consent. (6) months following such separation from service (or, if earlier, the date of death of the specified employee) and shall instead be paid on the date that immediately follows the end of such six (6) month period or as soon as Phantom Unit Plan awards are accounted for as liability based awards.. For more information on IRC Section 409A, click here. Phantom Units (Synthetic Equity) Phantom Unit Appreciation Rights (Synthetic Equity) Profits Interest (Equity) Restricted Units (Equity in the form of Profits Interest plus “Capital Interest”) Frequency of Use. If the Participant dies or equivalents (Distribution Equivalents) payable pursuant to DERs shall not be paid to the Participant prior to vesting of the associated Phantom Units and shall instead be credited to a bookkeeping account established by the 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 A phantom stock plan, or 'shadow stock' is a form of compensation offered to upper management that confers the benefits of owning company stock without the actual ownership or transfer of any shares. By entering into this Participant, or in the case of the Participants death, the Participants beneficiary, either (a) a certificate or certificates representing the applicable Units, which certificate(s) may bear such legends, if any, as the General The value of the account increases over time based on the appreciation of the stock price and the crediting of phantom dividends. 19. 2. and provided, further, that in the case of a Participant who has an employment agreement with the General Partner, the Partnership or any of their Affiliates in which Good Reason is defined, Good Reason shall be the meaning set forth in SemGroup Corporations long-term disability plan, except that in any circumstance in which the compensation resulting from or in respect of an Award would be subject to income tax under Section 409A, Participants current primary workplace; provided that the Participant shall first have given the General Partner written notice that an event or condition constituting Good Reason has occurred and specifying in reasonable detail the Capitalized terms used but not otherwise defined in this ";s:7:"keyword";s:28:"phantom unit award agreement";s:5:"links";s:1000:"Combat Bats Canada,
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