Western Midstream Partners, LP (Form: 8-K, Received: 02/14/2020 16:35:19)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 10, 2020

WESTERN MIDSTREAM PARTNERS, LP

(Exact name of registrant as specified in its charter)



Delaware	001-35753	46-0967367
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

1201 Lake Robbins Drive

The Woodlands, Texas 77380

(Address of principal executive office) (Zip Code)

(832) 636-6000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading symbol	Name of exchange on which registered
Common units	WES	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Adjustment of Officer Base Salaries

On February 10, 2020, the Board of Directors (the “Board”) of Western Midstream Holdings, LLC (the “General Partner”), the general partner of Western Midstream Partners, LP (“WES”) approved adjustments to the annual base salaries of the General Partner’s named executive officers (“WES Officers”). Effective as of February 23, 2020, the WES Officers’ base salaries will be as follows: Michael Ure: $650,000; Michael Pearl: $455,000; Craig Collins: $455,000; Charles Griffie: $405,000; and Robert Bourne: $405,000.

Adoption of Incentive Compensation Program

On February 10, 2020, the Board also approved the adoption of an Incentive Compensation Program (the “Incentive Program”), pursuant to which eligible employees (including the WES Officers) may earn an annual cash incentive award based on WES’s and the applicable employee’s achievement of various performance metrics. Under the Incentive Program, the WES Officers, will have a target performance bonus award opportunity based on a specified percentage of his or her annual base salary. For 2020 the target annual bonus level for the WES Officers was set at the following percentages of their annual base salary: Michael Ure: 100%; Michael Pearl: 86%; Craig Collins: 86%; Charles Griffie: 85%; and Robert Bourne: 81%.

The foregoing description of the Incentive Program is qualified in its entirety by reference to the Incentive Program document, which is included as an exhibit hereto.

Phantom Unit Awards

On February 10, 2020, the Board also approved awards of phantom units (the “Awards”) to the WES Officers under the Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan (the “Plan”). The Awards include (i) an award of time vested phantom units that vest annually over a three-year period (the “Time-Based Awards”), (ii) a performance award that is eligible to vest after a three-year performance period based on WES’s relative total unitholder return as compared to a group of peer companies (“TUR Awards”), and (iii) a performance award that is eligible to vest based on WES’s average return on assets over a three-year performance period (“ROA Awards”). The TUR Awards and the ROA Awards will vest only to the extent earned under the terms of respective Award Agreements over the applicable performance period. Upon vesting, the Awards generally will be settled in WES’s common units. The Awards will pay distribution equivalent rights prior to vesting in the form of WES Common Units. The foregoing description of the Awards is qualified in its entirety by reference to the forms of award agreement for the Time-Based Awards, TUR Awards, and ROA Awards, respectively, which are included as exhibits hereto. The following table sets forth the number of WES’s common units that are subject to the Time-Based Awards, TUR Awards, and ROA Awards granted to each of the WES Officers:



Name	Number of Units
Name	Time-Based Awards	TUR Awards	ROA Awards
Michael Ure	156,055	46,817	46,817
Michael Pearl	65,544	20,288	20,288
Craig Collins	65,544	20,288	20,288
Charles Griffie	40,575	12,485	12,485
Robert Bourne	37,454	10,924	10,924

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit Number		Description of the Exhibit
10.1		Western Midstream Partners, LP US Incentive Compensation Program.
10.2		Form of Phantom Unit Award Agreement (Time-Based Awards).
10.3		Form of Phantom Unit Award Agreement (TUR Awards).
10.4		Form of Phantom Unit Award Agreement (ROA Awards).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



		WESTERN MIDSTREAM PARTNERS, LP

		By:	Western Midstream Holdings, LLC, its general partner


Dated:	February 14, 2020	By:	/s/ Michael C. Pearl
			Michael C. Pearl Senior Vice President and Chief Financial Officer

EXHIBIT 10.1

Western Midstream Partners, LP

US INCENTIVE

COMPENSATION PROGRAM (US ICP)

(February 10, 2020)

PURPOSE

The Western Midstream Partners, LP US Incentive Compensation Program (the “Program”) is adopted by Western Midstream Holdings, LLC (the “Company”) to provide eligible employees of Western Midstream Services, LLC and its applicable affiliates (the “Employer”) with the opportunity to earn an annual incentive (an “Award”). Awards are based on the achievement of performance goals that are intended to focus Participants (as defined below) on (1) business objectives of Western Midstream Partners, LP (the “Partnership”) and (2) a Participant’s individual objectives.

ELIGIBILITY/PARTICIPATION

All regular, full-time and part-time exempt employees in the grade levels designated by management of the Company (“Management”) who are employees during the Performance Period (as defined below) and who are not participating in any other annual incentive programs are eligible to participate in the Program. The employees selected by Management to participate in the Program are referred to herein as “Participants”.

PERFORMANCE PERIOD

The performance period shall be the period for which the performance objectives applicable to an Award are measured, which unless otherwise determined for an Award, shall be the one-year period beginning on January 1 of a given year and ending on December 31 of that same year (the “Performance Period”).

PERFORMANCE MEASURES/OBJECTIVES

The Program Administrator (as defined below), in its sole discretion, will determine the performance objective or objectives applicable to any potential Award or portion thereof, which may include Partnership and/or individual performance goals and objectives or a combination thereof to be determined from time to time (“Performance Metrics”).

AWARD LEVELS

A target award shall be established at the beginning of each Performance Period for each Participant, which is a dollar amount equal to a percentage of the Participant’s annual base salary or wages. Individual target Award levels may reflect variations in job function and scope and the potential impact the Participant has on the Partnership’s business priorities. Award minimums and maximums may also be established for each Performance Period for performance achievement below and above target performance. Award opportunity levels corresponding to the minimum, target and maximum levels of performance may vary by Participant.

PAYMENT OF AWARDS

The amount of an Award earned and payable under the Program shall be determined by evaluating performance against Performance Metrics for the applicable Performance Period, and the actual amount paid with respect to an Award may be higher or lower than a Participant’s target Award. The Program Administrator shall evaluate satisfaction of all Performance Metrics and determine Award payment amounts. Notwithstanding anything to the contrary contained herein, in determining the payment amount of each Award, the Program Administrator may reduce (including a reduction of the payment to $0) the amount that may otherwise be earned and payable with respect to such Award if, in its sole discretion, it determines that such reduction or elimination is appropriate. The Program Administrator may also determine to award a higher amount to any Participant if it determines to do so in its discretion.

Awards are generally expected to be paid no later than the thirty first day of the third month following the end of the Performance Period. Awards shall be paid in a lump sum cash payment, unless otherwise determined by the Program Administrator. All applicable taxes and withholdings shall be deducted from Award payments in accordance with federal, state and local regulations.

TERMINATION OF EMPLOYMENT

Except as provided otherwise below, a Participant must be actively employed on the Award payment date in order to receive payment. If a Participant terminates employment prior to the Award payment date and: (i) such termination is due to disability (as determined by the Program Administrator, in its sole discretion), or (ii) such termination is due to death, or (iii) such termination is for any reason other than cause and the Participant completed at least six full months of service during the Performance Period, in each case, the Award may, in the discretion of the Program Administrator, be pro-rated based on the number of days elapsed during the Performance Period until the termination date. In the event of death, the prorated Award may be paid to the Participant’s beneficiary, as designated under the Company’s basic life insurance plan.

Notwithstanding the above, as described more fully below, the Program Administrator in its sole discretion, may amend, alter, modify, suspend, change, discontinue or terminate this Program and outstanding unvested Awards at any time, in any manner and for any Performance Period, without the consent of any Participant.

AWARD PAYMENT UNDER VARIOUS EMPLOYMENT CONDITIONS

The Program Administrator may determine, or may delegate the determination of, eligibility for Awards and any payment of Awards to Participants who enter or exit employment, go out on or return from an approved leave of absence or who are promoted during a Performance Period.

The Program Administrator may, in its sole discretion, waive any requirements for payment as specified above in certain, special situations, such as a plant or asset shutdown. Notwithstanding the foregoing, under no circumstances will an Award or any part thereof be paid to a Participant who is terminated for cause prior to the Award payment date.

If a Participant is on an approved leave of absence (including Military Leave) during the Performance Period, any Award may be pro-rated. Additionally, any Award may be pro-rated for Participants hired during the Performance Period.

If an employee is promoted during a Performance Period, and such change warrants a change in eligibility from the Company’s Annual Incentive Program (“AIP”) into the Program, such employee will only participate in the Program for the Performance Period, as well as any subsequent years in which the employee is in a Program-eligible grade. Conversely, if an employee is demoted during a Performance Period, and such change warrants a change in eligibility from the Program into the AIP, such employee will only participate in the AIP for the Performance Period, as well as any subsequent years in which the employee is in an AIP-eligible grade.

PROGRAM CHANGES DUE TO COMPANY ACTIVITY

Acquisitions, divestitures, mergers, significant corporate changes and/or extraordinary events involving the Company may require changes or amendments (including reduction, elimination or termination) to outstanding Awards and/or an applicable Performance Period’s targets, minimums, maximums, Performance Metrics and/or Award opportunities. In such cases, any changes or amendments shall be presented to the Program Administrator for approval.

PROGRAM ADMINISTRATOR

The “Program Administrator” shall be the Company’s Board of Directors (the “Board”) with respect to any officers of the Company, including any individual who is subject to reporting requirements under Section 16 of the Securities and Exchange Act of 1934, as amended (“Officers”). With respect to all other employees, the “Program Administrator” shall be any of the Company’s Chief Executive Officer, Chief Financial Officer, any member of the Company’s executive leadership as may be delegated authority by the Board; provided, that the Board may, at any time, elect to act in whole or in part in the capacity of the Program Administrator. The Program Administrator has sole discretion over the Program and may delegate any or all actions under the Program to a committee of the Board or one or more of the officers of the Company; provided that the Compensation Committee of the Board (“Compensation Committee”) may not delegate its authority as Program Administrator with respect to Officers other than to an independent Compensation Committee. If the Program Administrator delegates any authority for the administration of the Program, the term “Program Administrator” will include the individuals delegated such authority with respect to such authority. The decisions of the Program Administrator with respect to the Program (including but not limited to questions of construction, interpretation and administration) shall be final, conclusive and binding on all persons having an interest in or under the Program. Any determination made by the Program Administrator shall be given the maximum deference permitted by law in the event it is subject to judicial review and shall be overturned by a court of law only if it is arbitrary and capricious.

PROGRAM CONTINUATION

The Company expects and intends to continue the Program but does not guarantee any specific levels of Award payments or the continuation of any Award payments. The Company, through action of the Program Administrator in its sole discretion, reserves the right to amend, alter, modify, suspend,

change, discontinue or terminate this Program and any outstanding unvested Awards at any time, in any manner and for any Performance Period, without the consent of any Participant.

GOVERNING LAW

The Program is subject to compliance with all applicable federal and state laws, rules and regulations. The Program and all related documents shall be governed by, and construed in accordance with the laws of the state of Texas. If any provision shall be held by a court of competent jurisdiction to be invalid and unenforceable, the remaining provisions of the Program shall continue in effect.

NO RIGHT TO EMPLOYMENT

Nothing contained in the Program (or in any other documents relating to the Program or to any Award) shall confer upon any Participant any right to continue in the employ or other service of any entity within the Employer or any of its affiliates or constitute any contract or agreement of employment or other service, nor shall interfere in any way with the right of the Employer or any of its affiliates to change such Participant’s compensation or other benefits or to terminate the employment of such Participant, with or without cause.

FUNDING OF THE PROGRAM

Unless otherwise determined by the Program Administrator, the Program shall be unfunded and shall not create (or be construed to create) a trust or a separate fund or funds. The Program shall not establish any fiduciary relationship between the Company or any subsidiary and any Participant or other person. To the extent any person holds any rights by virtue of an Award under the Program, such rights shall be no greater than the rights of an unsecured general creditor.

Awards from the Program shall not be considered as compensation for the purposes of any benefit plans or programs of the Company, except as specifically set forth otherwise in a formal plan document.

SECTION 409A

The Company intends that the Program shall be interpreted, construed and administered in accordance with the applicable requirements of Section 409A of the Code and related Department of Treasury guidance thereunder (together, “Section 409A”). Notwithstanding the foregoing or any provision of the Program to the contrary, in the event that the Program Administrator determines that any Award may become subject to income inclusion under Section 409A, the Program Administrator may adopt such amendments to the Program or take any other actions (including amendments and actions with retroactive effect), that the Program Administrator determines are necessary or appropriate to avoid such income inclusion, including without limitation, actions intended to (a) exempt the Award from Section 409A, or (b) comply with the requirements of Section 409A; provided, however, that nothing in this section shall create any obligation on the part of the Company to adopt any such amendment or take any other such action or any liability for any failure to do so. In no event shall the Company or any of its affiliates have any obligation to indemnify or otherwise compensate any Participant for any taxes or interest imposed under Section 409A or similar provisions of state law.

In the event that that any Award provides for the deferral of compensation and is subject to Section 409A, and any termination of employment constitutes a payment event with respect to such Award, such termination of employment must also constitute a “separation from service” within the meaning of Section 409A. In the event that any Award provides for the deferral of compensation and is subject to Section 409A, and if a change in control of the Company or any affiliate thereof constitutes a payment event with respect to such Award the transaction or event with respect to such Award must also constitute a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5), to the extent required to comply with Section 409A. In the event that any Award provides for the deferral of compensation and is subject to Section 409A, the time of payment of this Award shall not be accelerated, except as permitted under Treasury Regulation Section 1.409A-3(j)(4). If any Participant is a “specified employee” within the meaning of Section 409A as of the date of his or her termination of employment and the Company determines that immediate payment of any amounts or benefits under this Program would cause a violation of Section 409A, then any amounts or benefits which are payable under this Program upon such Participant’s “separation from service” within the meaning of Section 409A that: (i) are subject to the provisions of Section 409A; (ii) are not otherwise exempt under Section 409A; and (iii) would otherwise be payable during the first six (6)-month period following such separation from service, shall be paid, without interest, on the first business day following the earlier of: (1) the date that is six months and one day following the date of such separation from service; or (2) the date of such Participant’s death. Each payment or amount due to any Participant under this Program shall be considered a separate payment for purposes of Section 409A, and any Participant’s entitlement to a series of payments under this Program is to be treated as an entitlement to a series of separate payments.

EXHIBIT 10.2

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/$GrantDate$/

Dear /$ParticipantName$/:

In recognition of your ongoing contributions, we are pleased to grant you an award of Phantom Units under the Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan (“the Plan”). This Phantom Unit Award is subject to all terms and conditions of the Plan and the provisions of this Award Agreement. Unless defined herein, capitalized terms shall have the meaning assigned to them under the Plan. For the avoidance of doubt, references in the Plan to (i) the “Company” mean Western Midstream Holdings, LLC, and (ii) the “Partnership” mean Western Midstream Partners, LP.

Effective /$GrantDate$/ (the “Grant Date”) you have been granted /$AwardsGranted$/ Phantom Units. Provided you remain continuously employed with Western Midstream Services, LLC or an affiliate (the “Employer”) until such dates, one-third of the Phantom Units will vest on the dates set forth in the [below/associated] vesting schedule (each date considered a “Vesting Period”):

At the end of each Vesting Period, the number of Phantom Units that vest shall be paid in the form of common units in the Partnership and such Common Units shall be delivered to you within 60 days of the last day of the Vesting Period into a Merrill Lynch brokerage account, provided, however, that the number of Common Units delivered to you will be reduced by applicable payroll and other tax withholdings unless you have made other arrangements acceptable to the Company and the Employer in accordance with Section 8(b) of the Plan.

The Phantom Units have tandem distribution equivalent rights (“DERs”) subject to the same forfeiture provisions as the Phantom Units themselves. During the Vesting Period, you will receive an in-kind payment on each Phantom Unit equal to the distribution paid to holders of Common Units. The DER payment amount will be converted, as of the applicable distribution payment date, into a number of Common Units by dividing the aggregate DER payment amount for the applicable distribution payment date by the Fair Market Value of one Common Unit on the distribution payment date. The resulting number of Common Units will paid to you no later than March 15 of the calendar year following the applicable distribution payment date in the form of Common Units and such Common Units shall be delivered to you into a Merrill Lynch brokerage account, provided, however, that the number of Common Units delivered to you will be reduced by applicable payroll and other tax withholdings unless you have made other arrangements acceptable to the Company and the Employer in accordance with Section 8(b) of the Plan.

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The grant of this Award requires your acceptance. By acknowledging receipt of this Award Agreement and signifying acceptance online through your Merrill Lynch account, you accept and agree to abide by the terms and conditions under the Plan and the provisions of this letter. If you fail to accept this Award on or before the 60th day following the Date of Grant, then, notwithstanding any other provision of the Award Agreement, you shall forfeit all rights to this Award (including all Phantom Units and any DERs with respect thereto).

All of your unvested Phantom Units will be immediately forfeited if your employment with the Employer terminates for any reason, except as provided in the paragraph below.

Notwithstanding the foregoing, all of your unvested Phantom Units will immediately vest (and be paid in Common Units) if any of the following occur: (i) your death, (ii) your employment with the Employer terminates due to your disability (as determined by the applicable long-term disability program in which you participate or were eligible to participate), or (iii) the Employer terminates your employment without Cause or you resign your employment for Good Reason within 2 years following a Change of Control. If you are terminated by the Employer without Cause not within two years following a Change in Control or retire with the consent of the Company (each of the foregoing, a “Pro-Rata Vesting Event”), then the number of unvested Phantom Units will be reduced on a pro rata basis to the number obtained by (A) multiplying the total number of Phantom Units granted by a fraction, the numerator of which is the number of days between the Vesting Start Date and the Pro-Rata Vesting Event and the denominator of which is the number of days between the Vesting Start Date and the final Vesting Date, and (B) subtracting from the product the number of Phantom Units that previously vested, if any. Such remaining pro rata unvested Phantom Units shall immediately vest and be paid in Common Units on the date of the Forfeiture Event, and all other Phantom Units that have not previously vested shall be immediately forfeited.

For purposes of the foregoing, (I) “Good Reason” means (i) your duties and responsibilities as an employee are materially and adversely diminished in comparison to the duties and responsibilities enjoyed immediately prior to the Change in Control, (ii) your base salary is materially reduced in comparison to the base salary enjoyed immediately prior to the Change in Control, (iii) the aggregate value of your base salary plus target incentive compensation (target annual bonus plus target annual long-term incentive award opportunity) is materially reduced in comparison to the aggregate value of your base salary plus target incentive compensation immediately prior to the Change in Control, (iv) you are required to be based at a location more than 25 miles from the primary location where you were based and performed services immediately prior to the Change in Control, (v) you are required by the Employer to take an assignment or position that requires you to travel on frequent overnight trips resulting in extended stays away from home on a consistent basis and to a substantially greater extent than was required immediately prior to the Change in Control (this provision excludes assignments or positions

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that might require temporary travel for a specified, short duration of time, regardless of whether such assignment or position is the result of circumstances related to the Change in Control); or (vi) you are required, without your consent, to perform in a job position, or substantial job assignment, for which you are not skilled or trained; and (II) “Cause” means (a) your conviction of any felony or of a misdemeanor involving moral turpitude, (b) your willful failure to perform your duties or responsibilities, (c) your engaging in conduct which is injurious (monetarily or otherwise) to the Employer, the Company, the Partnership or any of their affiliates (including, without limitation, misuse of funds or other property), (d) your engaging in business activities which are in conflict with the business interests of the Partnership and its affiliates, (e) your insubordination, (f) your engaging in conduct which is in violation of any applicable policy or work rule of the Employer or its affiliates, (g) your engaging in conduct which is in violation of the Employer’s (or its affiliates’) applicable safety rules or standards or which otherwise causes or may cause injury to another employee or any other person, or (h) your engaging in conduct which is in violation of any applicable Code of Business Conduct and Ethics or which is otherwise inappropriate in the office or work environment. For purposes of clause (b) above, no act or failure to act, on your part, shall be considered “willful” unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in the best interests of the Partnership and its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of legal counsel for the Company or its affiliates shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Partnership and its affiliates. Notwithstanding the foregoing, if at any particular time you are subject to an effective employment agreement or change in control agreement with the Company, the Employer or any of their Affiliates, then, in lieu of the foregoing definition, “Good Reason” and “Cause” shall at that time have such meaning as may be specified in such employment agreement or change in control agreement, as applicable.

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other than the Company, the Partnership or Oxy or an Affiliate of the Company, the Partnership or Oxy, beneficially owns more than 50% of the combined voting power of the equity interests in the entity that is or becomes the general partner of the Partnership. Notwithstanding the foregoing, with respect to a 409A Award where a Change of Control would accelerate the timing of payment thereunder, the term “Change of Control” shall mean a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as defined in Section 409A of the Code and the 409A Regulations, but only to the extent inconsistent with the above definition, and only to the minimum extent necessary to comply with Section 409A of the Code and the 409A Regulations as determined by the Committee. For the avoidance of doubt, in no event will any sale by Oxy or its Affiliates of Common Units (or other limited partner interests in the Partnership), regardless of amount, constitute a Change in Control hereunder.

If the Partnership is required to prepare an accounting restatement due to the material noncompliance of the Partnership, as a result of misconduct, with any financial reporting requirement under the securities laws, and if you knowingly engaged in the misconduct, were grossly negligent with respect to such misconduct, or knowingly or grossly negligently failed to prevent the misconduct (whether or not you are one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002), the Plan Administrator may determine that you shall reimburse the Partnership the amount of any payment in settlement of an Award earned or accrued during the twelve-month period following the first public issuance or filing with the United States Securities and Exchange Commission (whichever first occurred) of the financial document embodying such financial reporting requirement.

Common Units issued upon payment of the Phantom Units shall be subject to the terms of the Plan and the Partnership Agreement. Upon the issuance of Common Units, you shall, automatically and without further action, (i) be admitted to the Partnership as a Limited Partner (as defined in the Partnership Agreement) with respect to the Common Units, and (ii) become bound, and be deemed to have agreed to be bound, by the terms of the Partnership Agreement. Until Common Units are issued to you upon payment of the Phantom Units, you shall have any of the rights or privileges of a holder of Common Units in respect of any Common Units that may become deliverable hereunder.

Notwithstanding anything herein to the contrary, in lieu of delivering Common Units to you upon payment of the Phantom Units, the Company may elect at its discretion to pay or cause to be paid some or all of the Phantom Units in cash equal to the Fair Market Value of the Common Units that would otherwise be distributed as of the date of payment or vesting.

Notwithstanding anything herein to the contrary, no amounts payable under this Award Agreement shall be paid to you prior to the expiration of the six (6)-month period following

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your “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) to the extent that the Company determines that paying such amounts prior to the expiration of such six (6)-month period would result in a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of the applicable six (6)-month period (or such earlier date upon which such amounts can be paid under Section 409A of the Code without resulting in a prohibited distribution, including as a result of your death), such amounts shall be paid to you. The intent of the parties is that the payments and benefits under this Award Agreement comply with or be exempt from Section 409A of the Code and, accordingly, to the maximum extent permitted, this Award Agreement shall be interpreted to be in compliance therewith. Nevertheless, to the extent that the Committee determines that the Phantom Units or DERs may not be exempt from (or compliant with) Section 409A of the Code, the Committee may (but shall not be required to) amend this Award Agreement in a manner intended to comply with the requirements of Section 409A of the Code or an exemption therefrom (including amendments with retroactive effect), or take any other actions as it deems necessary or appropriate to attempt to (a) exempt the Phantom Units or DERs from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Phantom Units or DERs, or (b) comply with the requirements of Section 409A of the Code. To the extent applicable, this Award Agreement shall be interpreted in accordance with the provisions of Section 409A of the Code. Notwithstanding anything in this Award Agreement to the contrary, to the extent that any payment or benefit hereunder constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A of the Code, and such payment or benefit would otherwise be payable or distributable hereunder by reason of your termination of employment, all references to your termination of employment shall be construed to mean a Separation from Service, and you shall not be considered to have a termination of employment unless such termination constitutes a Separation from Service.

If you have any questions on this grant, please contact your HR representative.

EXHIBIT 10.3

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/$GrantDate$/

Dear /$ParticipantName$/:

We value your contributions and are therefore pleased to grant you this award of performance based Phantom Units (the “PA”) under the Western Gas Equity Partners, LP 2012 Long-Term Incentive Plan (“the Plan”), Section 6(h). This PA is subject to all terms and conditions of the Plan and the provisions of this Award Agreement. Unless defined herein, capitalized terms shall have the meaning assigned to them under the Plan. For the avoidance of doubt, references in the Plan to (i) the “Company” mean Western Midstream Holdings, LLC, and (ii) the “Partnership” mean Western Midstream Partners, LP.

Effective {INSERT GRANT DATE} (“Grant Date”), you have been granted an award of PA units in a targeted amount of <INSERT NUMBER> (“Target”). The value of this PA, if any, will be dependent upon the Partnership’s relative total unitholder return (“TUR”) over the specified three-year performance period that begins <INSERT BEGIN DT> and ends <INSERT END DT> (the “Performance Period”).

The maximum number of Partnership common units (“Common Units”) issuable under this PA will be calculated as follows {<INSERT NUMBER> x 200%}, with actual payout based on the Partnership’s TUR ranking relative to a predetermined peer group during the Performance Period. The TUR measure provides an external comparison of the Partnership’s performance in generating value for its equity holders and will be calculated as follows:

Average Closing Common Unit Price for the last 30 trading days of the Performance Period

Minus

Average Closing Common Unit Price for the 30 trading days preceding the beginning of the Performance Period

Plus

Distributions paid per Common Unit over the Performance Period (based on ex-dividend date)

Total Above Divided By

Average Closing Common Unit Price for the 30 trading days preceding the beginning of the Performance Period

The actual number of Common Units that will be issuable is based upon the Partnership’s relative TUR ranking as follows:

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For example, if you were awarded 1,000 target PA units and the Partnership’s relative ranking for the Performance Period is 3^rd, you will receive 1,500 PA units (1,000 x 150%) at the end of the Performance Period (subject to the other terms and conditions of this Award Agreement).

In addition to Western Midstream Partners LP, the peer group for the Performance Period includes Magellan Midstream Partners LP, Plains All-American Pipeline LP, EnLink Midstream LLC, Noble Midstream Partners LP, DCP Midstream LP, Enable Midstream Partners LP, Crestwood Equity Partners LP, and EQM Midstream Partners LP. If at any time during the Performance Period, a peer Partnership is acquired, ceases to exist, ceases to be a publicly-traded Partnership, files for bankruptcy, spins off 25% of more of its assets, or sells all or substantially all of its assets, then such Partnership shall be deemed to fall to the bottom of the relative TUR ranking for the Performance Period.

After the end of the Performance Period, payment for PA units will be made in Common Units, which will be issued to you as promptly as practicable after the Board of Director’s certification of attainment of the TUR (which such payment and certification shall occur no later than 70 days following the end of the Performance Period), and in any event no later than the 15th day of the third month following the end of the first taxable year in which the Performance Shares are no longer subject to a substantial risk of forfeiture.

The number of PA units that vest shall be paid in the form of Common Units and such Common Units shall be delivered to you into a Merrill Lynch brokerage account, provided, however, that the number of Common Units delivered to you will be reduced by applicable payroll and other tax withholdings unless you have made other arrangements acceptable to the Company and the Employer in accordance with Section 8(b) of the Plan.

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The PA will have tandem distribution equivalent rights (“DERs”), subject to the same forfeiture provisions as the PA itself. During the vesting period, you will receive an in-kind payment on this PA equal to the distribution paid to holders of Common Units based on the number of Common Units issuable under this PA assuming performance at Target. The DER payment amount will be converted, as of the applicable distribution payment date, into a number of Common Units by dividing the aggregate DER payment amount for the applicable distribution payment date by the Fair Market Value of one Common Unit on the distribution payment date. The resulting number of Common Units will paid to you no later than March 15 of the calendar year following the applicable distribution payment date in the form of Common Units and such Common Units shall be delivered to you into a Merrill Lynch brokerage account, provided, however, that the number of Common Units delivered to you will be reduced by applicable payroll and other tax withholdings unless you have made other arrangements acceptable to the Company and the Employer in accordance with Section 8(b) of the Plan. There will be no reconciliation or catch up payment with respect to DERs based on the actual number of Common Units, if any, actually issued in respect of the PA at the end of the Performance Period based upon attainment of the performance criteria set forth above.

The grant of this Award requires your acceptance of the PA and its terms and conditions. By acknowledging receipt of this Award Agreement and signifying acceptance online through your Merrill Lynch account, you accept and agree to abide by the terms and conditions under the Plan and the provisions of this letter. If you fail to accept the PA on or before the 60th day following the Date of Grant, then, notwithstanding any other provision of the Award Agreement, you shall forfeit all rights under the PA (including all units and any DERs with respect thereto) and the PA will become null and void.

All of your unvested PA units will be immediately forfeited if your employment with Western Midstream Services, LLC (the “Employer”) terminates for any reason prior to a Change in Control, except as provided in the paragraph below.

In the event of (i) your death, (ii) your disability (as determined by the applicable long-term disability program in which you participate or were eligible to participate) (“Disability”), the PA units will no longer be conditioned upon your continued employment and will be paid to you pursuant to the terms and conditions above based on the level of achievement of TUR through the end of the Performance Period or the date of the Change in Control, as applicable. If you are terminated by the Employer without Cause or retire with the consent of the Company (“Retirement”) (each of the foregoing, a “Pro-Rata Vesting Event”), then the number of unvested PA units will be reduced on a pro rata basis to the number obtained by multiplying the total number of PA units granted by a fraction, the numerator of which is the number of days between the beginning of the Performance Period and the Pro-Rata Vesting Event and the denominator of which is the total number of days in the Performance Period. Such remaining pro rata PA

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units shall no longer be conditioned upon your continued employment and will be paid to you pursuant to the terms and conditions above based on the level of achievement of TUR through the end of the Performance Period or the date of the Change in Control, as applicable, and all other PA units shall be immediately forfeited.

Notwithstanding the preceding provisions of this Award Agreement, the following provisions shall apply in the event a Change of Control occurs prior to the end of the Performance Period and while your PA units remain outstanding, subject to Section 7(c) of the Plan:

(i)

The Company’s relative TUR ranking shall be determined as if the date upon which the Change of Control occurs (the “Change of Control Date”) is the last day of the Performance Period, and a preliminary calculation of the value of the earned PA units for the Performance Period will be made as of such date (the “Preliminary PA Unit Amount”), which amount will be equal to your Target multiplied by the applicable percentage under the “Payout as % of Target” column of the table above based on the Company’s relative TUR ranking for the shortened Performance Period;

(ii)

On the Change of Control Date, the earned amount of your PA units as determined under clause (i) above may be converted into restricted equity units in respect of the common equity security of the successor or surviving entity (the “Surviving Company”), the number of which shall be determined equitably and in good faith by the Committee based on the relative equity values of the Partnership and the Surviving Company;


(iii)	Each such restricted equity unit shall be credited with dividend equivalents (in a manner similar to that provided in this Award Agreement above), which dividend equivalents shall be paid, less applicable taxes, at such time as the restricted equity units to which they relate vest and settle;

(iv)

Subject to the provisions of clause (v) below, (A) each such restricted equity unit shall vest on the last day of the Performance Period (determined without regard to the occurrence of the Change of Control) and the payment amount with respect thereto shall be based on the fair market value of the common equity security of the Surviving Company as of the last day of the Performance Period (determined without regard to the occurrence of the Change of Control) and (B) the payment amount, less applicable withholding taxes, shall be paid to you in cash or in unrestricted equity of the Surviving Company within 10 days after the end of the Performance Period (determined without regard to the occurrence of the Change of Control); and

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(v)

If following a Change in Control, your employment is terminated by the Employer without Cause, you resign your employment for Good Reason, you die or your employment terminates due to your Disability, then the earned amount of your PA as determined under clause (i) above (including, as applicable, any restricted equity units into which your PA has been converted) shall immediately vest and be paid within 10 days. In the event of your Retirement after the Change of Control date, a pro-rated portion of the earned amount of your PA as determined under clause (i) above (including, as applicable, a pro-rated portion of any restricted equity units into which your PA has been converted) shall immediately vest and be paid within 10 days. The pro-rated portion described in the foregoing sentence shall be based on a fraction, the numerator of which is the number of days between the Vesting Start Date and the Retirement date and the denominator of which is the number of days between the Vesting Start Date and the end of the Performance Period (determined without regard to the Change of Control).


(vi)	Except as set forth in clause (v) above, if your employment terminates after a Change in Control but before the end of the Performance Period (determined without regard to the Change of Control), then your PA will be immediately forfeited.

For purposes of this Award Agreement, (I) “Good Reason” means (i) your duties and responsibilities as an employee are materially and adversely diminished in comparison to the duties and responsibilities enjoyed immediately prior to the Change in Control, (ii) your base salary is materially reduced in comparison to the base salary enjoyed immediately prior to the Change in control, (iii) the aggregate value of your base salary plus target incentive compensation (target annual bonus plus target annual long-term incentive award opportunity) is materially reduced in comparison to the aggregate value of your base salary plus target incentive compensation immediately prior to the Change in Control, (iv) you are required to be based at a location more than 25 miles from the primary location where you were based and performed services immediately prior to the Change in Control, (v) you are required by the Employer to take an assignment or position that requires you to travel on frequent overnight trips resulting in extended stays away from home on a consistent basis and to a substantially greater extent than was required immediately prior to the Change in Control (this provision excludes assignments or positions that might require temporary travel for a specified, short duration of time, regardless of whether such assignment or position is the result of circumstances related to the Change in Control); or (vi) you are required, without your consent, to perform in a job position, or substantial job assignment, for which you are not skilled or trained; and (II) “Cause” means (a) your conviction of any felony or of a misdemeanor involving moral turpitude, (b) your willful failure to perform your duties or responsibilities, (c) your engaging in conduct which is injurious (monetarily or otherwise) to the Employer, the Company, the Partnership or

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any of their affiliates (including, without limitation, misuse of funds or other property), (d) your engaging in business activities which are in conflict with the business interests of the Partnership and its affiliates, (e) your insubordination, (f) your engaging in conduct which is in violation of any applicable policy or work rule of the Employer or its affiliates, (g) your engaging in conduct which is in violation of the Employer’s (or its affiliates’) applicable safety rules or standards or which otherwise causes or may cause injury to another employee or any other person, or (h) your engaging in conduct which is in violation of any applicable Code of Business Conduct and Ethics or which is otherwise inappropriate in the office or work environment. For purposes of clause (b) above, no act or failure to act, on your part, shall be considered “willful” unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in the best interests of the Partnership and its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of legal counsel for the Company or its affiliates shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Partnership and its affiliates. Notwithstanding the foregoing, if at any particular time you are subject to an effective employment agreement or change in control agreement with the Company, the Employer or any of their Affiliates, then, in lieu of the foregoing definition, “Good Reason” and “Cause” shall at that time have such meaning as may be specified in such employment agreement or change in control agreement, as applicable.

For purposes of this Award Agreement, “Change in Control” does not have the meaning set forth in the Plan and instead means, and shall be deemed to have occurred upon any of the following events: (i) any “person” or “group” within the meaning of those terms as used in Sections 13(d) and 14(d)(2) of the Exchange Act, other than the Partnership, Occidental Petroleum Corporation (“Oxy”) or an Affiliate of the Company, the Partnership or Oxy, shall become the beneficial owner, by way of merger, consolidation, recapitalization, reorganization or otherwise, of more than 50% of the combined voting power of the equity interests in the Company, (ii) the equity holders of the Partnership approve, in one or a series of transactions, a plan of complete liquidation of the Partnership, (iii) the sale or other disposition by the Partnership of all or substantially all of its assets in one or more transactions to any Person other than or an Affiliate of the Company or the Partnership, or (iv) the Company or an Affiliate of the Company ceases to be the general partner of the Partnership and a single “person” or “group” within the meaning of those terms as used in Sections 13(d) and 14(d)(2) of the Exchange Act, other than the Company, the Partnership or Oxy or an Affiliate of the Company, the Partnership or Oxy, beneficially owns more than 50% of the combined voting power of the equity interests in the entity that is or becomes the general partner of the Partnership. Notwithstanding the foregoing, with respect to a 409A Award where a Change of Control would accelerate the timing of payment thereunder, the term “Change of Control” shall mean a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company as defined in Section 409A of the Code and the 409A Regulations, but only to the

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extent inconsistent with the above definition, and only to the minimum extent necessary to comply with Section 409A of the Code and the 409A Regulations as determined by the Committee. For the avoidance of doubt, in no event will any sale by Oxy or its Affiliates of Common Units (or other limited partner interests in the Partnership), regardless of amount, constitute a Change in Control hereunder.

Common Units issued upon payment of the PA shall be subject to the terms of the Plan and the Partnership Agreement. Upon the issuance of Common Units, you shall, automatically and without further action, (i) be admitted to the Partnership as a Limited Partner (as defined in the Partnership Agreement) with respect to the Common Units, and (ii) become bound, and be deemed to have agreed to be bound, by the terms of the Partnership Agreement. Until Common Units are issued to you upon payment of the PA, you shall have any of the rights or privileges of a holder of Common Units in respect of any Common Units that may become deliverable hereunder.

Notwithstanding anything herein to the contrary, in lieu of delivering Common Units to you upon payment of the PA, the Company may elect at its discretion to pay or cause to be paid some or all of the PA in cash equal to the Fair Market Value of the Common Units that would otherwise be distributed as of the date of payment or vesting.

Notwithstanding anything herein to the contrary, no amounts payable under this Award Agreement shall be paid to you prior to the expiration of the six (6)-month period following your “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) to the extent that the Company determines that paying such amounts prior to the expiration of such six (6)-month period would result in a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code. If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of the applicable six (6)-month period (or such earlier date upon which such amounts can be paid under Section 409A of the Code without resulting in a prohibited distribution,

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including as a result of your death), such amounts shall be paid to you. The intent of the parties is that the payments and benefits under this Award Agreement comply with or be exempt from Section 409A of the Code and, accordingly, to the maximum extent permitted, this Award Agreement shall be interpreted to be in compliance therewith. Nevertheless, to the extent that the Committee determines that the PA or DERs may not be exempt from (or compliant with) Section 409A of the Code, the Committee may (but shall not be required to) amend this Award Agreement in a manner intended to comply with the requirements of Section 409A of the Code or an exemption therefrom (including amendments with retroactive effect), or take any other actions as it deems necessary or appropriate to attempt to (a) exempt the PA or DERs from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the PA or DERs, or (b) comply with the requirements of Section 409A of the Code. To the extent applicable, this Award Agreement shall be interpreted in accordance with the provisions of Section 409A of the Code. Notwithstanding anything in this Award Agreement to the contrary, to the extent that any payment or benefit hereunder constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A of the Code, and such payment or benefit would otherwise be payable or distributable hereunder by reason of your termination of employment, all references to your termination of employment shall be construed to mean a Separation from Service, and you shall not be considered to have a termination of employment unless such termination constitutes a Separation from Service.

If you have any questions on this grant, please contact your HR representative.

EXHIBIT 10.4

—————————————————————————————————————————————

/$GrantDate$/

Dear /$ParticipantName$/:

Effective {INSERT GRANT DATE} (“Grant Date”), you have been awarded <INSERT NUMBER> PA units as your target (“Target”). The value of this PA, if any, will be dependent upon the Partnership’s return on assets (“ROA”) over the specified three-year performance period that begins <INSERT BEGIN DT> and ends <INSERT END DT> (the “Performance Period”). At the end of the Performance Period, your Target will vest based on the performance outcome.

The maximum number of PA units that you can earn during the Performance Period will be calculated as follows {<INSERT NUMBER> x 200%}, with actual payout based on the Company’s ROA ranking as described below.

Each PA unit represents the value of one common unit in the Partnership (“Common Unit”). The payout of this PA is contingent upon the Company’s ROA during the Performance Period. The ROA measure provides an internal measure of the Company’s efficient use of capital and will be calculated for each year during the Performance Period as follows:

Adjusted EBITDA divided by average Consolidated Total Assets

The actual number of PA units you will earn for the Performance Period is based upon the Company’s average ROA for the Performance Period as follows:

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WES ROA	Payout as a % of Target
19%	200%
18%	175%
17%	150%
16%	125%
15%	100%
14%	75%
13%	50%
12%	25%
11%	0

In the event performance falls between a whole percentage listed in the table above, the payout will be interpolated linearly.

For example, if you were awarded 1,000 target PA units and the Company’s ROA for the Performance Period is 16%, you will receive 1,250 Common Units (1,000 x 125%) at the end of the Performance Period (subject to the other terms and conditions of this Award Agreement).

After the end of the Performance Period, payment for PA units will be made in Common Units, which will be issued to you as promptly as practicable after the Board of Director’s certification of attainment of the ROA (which such payment and certification shall occur no later than 70 days following the end of the Performance Period), and in any event no later than the 15th day of the third month following the end of the first taxable year in which the Performance Shares are no longer subject to a substantial risk of forfeiture.

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The resulting number of Common Units will be paid to you no later than March 15 of the calendar year following the applicable distribution payment date in the form of Common Units and such Common Units shall be delivered to you into a Merrill Lynch brokerage account, provided, however, that the number of Common Units delivered to you will be reduced by applicable payroll and other tax withholdings unless you have made other arrangements acceptable to the Company and the Employer in accordance with Section 8(b) of the Plan. There will be no reconciliation or catch up payment with respect to DERs based on the actual number of Common Units, if any, actually issued in respect of the PA at the end of the Performance Period based upon attainment of the performance criteria set forth above.

In the event of (i) your death, (ii) your disability (as determined by the applicable long-term disability program in which you participate or were eligible to participate) (“Disability”), the PA units will no longer be conditioned upon your continued employment and will be paid to you pursuant to the terms and conditions above based on the level of achievement of ROA through the end of the Performance Period or the date of the Change in Control, as applicable. If you are terminated by the Employer without Cause or retire with the consent of the Company (“Retirement”) (each of the foregoing, a “Pro-Rata Vesting Event”), then the number of unvested PA units will be reduced on a pro rata basis to the number obtained by multiplying the total number of PA units granted by a fraction, the numerator of which is the number of days between the beginning of the Performance Period and the Pro-Rata Vesting Event and the denominator of which is the total number of days in the Performance Period. Such remaining pro rata PA units shall no longer be conditioned upon your continued employment and will be paid to you pursuant to the terms and conditions above based on the level of achievement of ROA through the end of the Performance Period or the date of the Change in Control, as applicable, and all other PA units shall be immediately forfeited.

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(i)

The Company’s ROA shall be determined as if the date upon which the Change of Control occurs (the “Change of Control Date”) is the last day of the Performance Period, and a preliminary calculation of the value of the earned PA units for the Performance Period will be made as of such date (the “Preliminary PA Unit Amount”), which amount will be equal to your Target multiplied by the applicable percentage under the “Payout as % of Target” column of the table above based on the Company’s ROA for the shortened Performance Period (for purposes of this calculation, ROA for any partial year will be annualized);

(ii)


(iii)	Each such restricted equity unit shall be credited with dividend equivalents (in a manner similar to that provided in this Award Agreement above), which dividend equivalents shall be paid, less applicable taxes, at such time as the restricted equity units to which they relate vest and settle;

(iv)


(v)	If following a Change in Control, your employment is terminated by the Employer without Cause, you resign your employment for Good Reason, you die or your employment terminates due to your Disability, then the earned amount of your PA as determined under clause (i) above (including, as applicable, any

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restricted equity units into which your PA has been converted) shall immediately vest and be paid within 10 days. In the event of your Retirement after the Change of Control date, a pro-rated portion of the earned amount of your PA as determined under clause (i) above (including, as applicable, a pro-rated portion of any restricted equity units into which your PA has been converted) shall immediately vest and be paid within 10 days. The pro-rated portion described in the foregoing sentence shall be based on a fraction, the numerator of which is the number of days between the Vesting Start Date and the Retirement date and the denominator of which is the number of days between the Vesting Start Date and the end of the Performance Period (determined without regard to the Change of Control).


(vi)	Except as set forth in clause (v) above, if your employment terminates after a Change in Control but before the end of the Performance Period (determined without regard to the Change of Control), then your PA will be immediately forfeited.

For purposes of this Award Agreement, (I) “Good Reason” means (i) your duties and responsibilities as an employee are materially and adversely diminished in comparison to the duties and responsibilities enjoyed immediately prior to the Change in Control, (ii) your base salary is materially reduced in comparison to the base salary enjoyed immediately prior to the Change in Control, (iii) the aggregate value of your base salary plus target incentive compensation (target annual bonus plus target annual long-term incentive award opportunity) is materially reduced in comparison to the aggregate value of your base salary plus target incentive compensation immediately prior to the Change in Control, (iv) you are required to be based at a location more than 25 miles from the primary location where you were based and performed services immediately prior to the Change in Control, (v) you are required by the Employer to take an assignment or position that requires you to travel on frequent overnight trips resulting in extended stays away from home on a consistent basis and to a substantially greater extent than was required immediately prior to the Change in Control (this provision excludes assignments or positions that might require temporary travel for a specified, short duration of time, regardless of whether such assignment or position is the result of circumstances related to the Change in Control); or (vi) you are required, without your consent, to perform in a job position, or substantial job assignment, for which you are not skilled or trained; and (II) “Cause” means (a) your conviction of any felony or of a misdemeanor involving moral turpitude, (b) your willful failure to perform your duties or responsibilities, (c) your engaging in conduct which is injurious (monetarily or otherwise) to the Employer, the Company, the Partnership or any of their affiliates (including, without limitation, misuse of funds or other property), (d) your engaging in business activities which are in conflict with the business interests of the Partnership and its affiliates, (e) your insubordination, (f) your engaging in conduct which is in violation of any applicable policy or work rule of the Employer or its affiliates, (g) your engaging in conduct

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which is in violation of the Employer’s (or its affiliates’) applicable safety rules or standards or which otherwise causes or may cause injury to another employee or any other person, or (h) your engaging in conduct which is in violation of any applicable Code of Business Conduct and Ethics or which is otherwise inappropriate in the office or work environment. For purposes of clause (b) above, no act or failure to act, on your part, shall be considered “willful” unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in the best interests of the Partnership and its affiliates. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of legal counsel for the Company or its affiliates shall be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Partnership and its affiliates. Notwithstanding the foregoing, if at any particular time you are subject to an effective employment agreement or change in control agreement with the Company, the Employer or any of their Affiliates, then, in lieu of the foregoing definition, “Good Reason” and “Cause” shall at that time have such meaning as may be specified in such employment agreement or change in control agreement, as applicable.

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Common Units (or other limited partner interests in the Partnership), regardless of amount, constitute a Change in Control hereunder.

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Agreement shall be interpreted to be in compliance therewith. Nevertheless, to the extent that the Committee determines that the PA or DERs may not be exempt from (or compliant with) Section 409A of the Code, the Committee may (but shall not be required to) amend this Award Agreement in a manner intended to comply with the requirements of Section 409A of the Code or an exemption therefrom (including amendments with retroactive effect), or take any other actions as it deems necessary or appropriate to attempt to (a) exempt the PA or DERs from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the PA or DERs, or (b) comply with the requirements of Section 409A of the Code. To the extent applicable, this Award Agreement shall be interpreted in accordance with the provisions of Section 409A of the Code. Notwithstanding anything in this Award Agreement to the contrary, to the extent that any payment or benefit hereunder constitutes non-exempt “nonqualified deferred compensation” for purposes of Section 409A of the Code, and such payment or benefit would otherwise be payable or distributable hereunder by reason of your termination of employment, all references to your termination of employment shall be construed to mean a Separation from Service, and you shall not be considered to have a termination of employment unless such termination constitutes a Separation from Service.

If you have any questions on this grant, please contact your HR representative.