Unit Award Agreement (2008)Full Document 

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     Date of Grant:
                      , 20       
     Number of Common Units:
                       Common Units
     THIS AGREEMENT, dated as of                     , is between Quest Energy GP, LLC, a Delaware limited liability company (the “Company”) and                      (“Recipient”).
          A. On November 14, 2007, the board of directors of the Company’s general partner established the Quest Energy Partners, L.P. Long-Term Incentive Plan (the “Plan”) under which the Company may grant employees, consultants and directors certain equity based awards.
          B. Recipient is a valued and trusted director of the Company.
          C. The Company has elected to issue Recipient Common Units of Quest Energy Partners, L.P. (the “Partnership”) (as the term “Common Unit” is defined in the Agreement of Limited Partnership of Quest Energy Partners, L.P., and as it may be amended from time to time (the “Partnership Agreement”)) pursuant to and in accordance with this Agreement, in order that Recipient thereby may be induced to obtain an ownership interest in the Partnership and to advance the interests of the Partnership and its Affiliates.
          In consideration of the mutual premises and covenants contained herein and other good and valuable consideration paid by Recipient to the Company, the Company and Recipient agree as follows:
          Section 1. Incorporation of Plan
          All provisions of this Award Agreement and the rights of Recipient hereunder are subject in all respects to the provisions of the Plan and the powers of the Board therein provided. Capitalized terms used in this Award Agreement but not defined shall have the meaning set forth in the Plan.



          Section 2. Promise to Deliver Units
          The Company will issue and deliver to Recipient, subject to the conditions set forth in this Agreement, that number of Common Units of the Partnership identified above opposite the heading “Number of Common Units” (the “Units”). The Units, which will be issued by the Partnership, will be issued in the name of Recipient or a nominee of Recipient as of the transfer date for such Units (the “Transfer Date”), as identified below. The Company, in its sole discretion, may accelerate the Transfer Date for any or all of the Units if in its judgment the performance of Recipient has warranted such acceleration and/or such acceleration is in the best interests of the Company and the Partnership. Once a Unit has been transferred, the Unit will be freely transferable under this Agreement, subject only to such further limitations on transfer, if any, as may exist under the Partnership Agreement, applicable law or any other agreement binding upon Recipient.
          Provided the Recipient’s right to receive the Units has not already been forfeited pursuant to Section 3 and subject to any exceptions listed elsewhere herein, the Units shall be transferred in

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