Long-Term Incentive Plan (2014)Full Document 

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RICE MIDSTREAM PARTNERS LP

2014 LONG TERM INCENTIVE PLAN

FORM OF

PHANTOM UNIT AGREEMENT

(Equity Settled)

This Phantom Unit Agreement (this "Agreement") is made and entered into by and between Rice Midstream Management LLC, a Delaware limited liability company (the "General Partner"), and (the "Service Provider"). This Agreement is effective as of the day of , 20 (the "Date of Grant"). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as defined below), unless the context requires otherwise.

W I T N E S S E T H:

WHEREAS, Rice Midstream Partners LP, a Delaware partnership (the "Partnership"), acting through the Board of Directors of the General Partner (the "Board"), has adopted the Rice Midstream Partners LP 2014 Long Term Incentive Plan (the "Plan") to, among other things, attract, retain and motivate certain employees and directors of the Partnership, the General Partner and their respective Affiliates (collectively, the "Partnership Entities"); and

WHEREAS, the Board has authorized the grant of Phantom Units of the Partnership to directors, employees, consultants, and other service providers as part of their compensation for services provided to the Partnership Entities.

NOW, THEREFORE, in consideration of the Service Provider’s agreement to provide or to continue providing services, the Service Provider and the General Partner agree as follows:

1. Grant of Phantom Units. The General Partner hereby grants to the Service Provider Phantom Units, subject to all of the terms and conditions set forth in the Plan and in this Agreement, including without limitation, those restrictions described in Section 4, whereby each Phantom Unit represents the right to receive one Unit of the Partnership (each, a "Phantom Unit").

2. Phantom Unit Account. The General Partner shall establish and maintain a bookkeeping account on its records for the Service Provider (a "Phantom Unit Account") and shall record in such Phantom Unit Account: (a) the number of Phantom Units granted to the Service Provider and (b) the amount deliverable to the Service Provider at settlement on account of Phantom Units that have vested. The Service Provider shall not have any interest in any fund or specific assets of the Partnership by reason of this Award or the Phantom Unit Account established for the Service Provider.

3. Rights of Service Provider. No Units shall be issued to the Service Provider at the time the grant is made, and the Service Provider shall not be, nor have any of the rights and privileges of, a unitholder or limited partner of the Partnership with respect to any Phantom Units recorded in the Phantom Unit Account. The Service Provider shall have no voting rights with respect to the Phantom Units and shall not receive, nor have any future rights to, any distributions paid upon Units as a result of the grant, holding, or settlement of the Phantom Units granted under this Agreement.


4. Vesting of Phantom Units. The Phantom Units are restricted in that they may be forfeited by the Service Provider and in that they may not, except as otherwise provided in the Plan, be transferred or otherwise disposed of by the Service Provider. Subject to the terms and conditions of this Agreement, the forfeiture restrictions on the Phantom Units shall lapse, and the Phantom Units shall vest as follows: ; provided, however, that such restrictions

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