<PAGE>
As filed with the Securities and Exchange Commission on November 17, 1999.
Registration Statement No. 333-
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 2054
________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Plains All American Pipeline, L.P.
(Exact name of registrant as specified in its charter)
Delaware 76-0582150
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 Dallas, Suite 700
Houston, Texas 77002
(713) 654-1414
(Address, including zip code, of Principal Executive Offices)
PLAINS ALL AMERICAN INC. 1998 LONG-TERM INCENTIVE PLAN
TRANSACTION GRANT AGREEMENT FOR GREG L. ARMSTRONG
TRANSACTION GRANT AGREEMENT FOR HARRY N. PEFANIS
TRANSACTION GRANT AGREEMENT FOR GEORGE R. COINER
TRANSACTION GRANT AGREEMENT FOR TOM FEWOX
TRANSACTION GRANT AGREEMENT FOR KENT FINLEY
TRANSACTION GRANT AGREEMENT FOR JIM STEWART
TRANSACTION GRANT AGREEMENT FOR MARK THOMAS
(Full title of the Plans)
Michael R. Patterson
Senior Vice President, General Counsel and Secretary
Plains All American Inc.
500 Dallas, Suite 700
Houston, Texas 77002
(713) 654-1414
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
________________
copy to:
David P. Oelman, Esq.
Andrews & Kurth L.L.P.
600 Travis, Suite 4200
Houston, Texas 77002
________________
<TABLE>
<CAPTION>
=====================================================================================================================
Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
to be Offering Price Offering Registration
Title of Securities to be Registered registered/(1)(2)/ Per Unit/(2)/ Price/(2)/ Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Units representing limited partner 1,375,000 Units $19.75 $27,156,250 $7,550
interests in the Registrant ("Units")
=====================================================================================================================
</TABLE>
(1) The number of Units registered hereby is subject to adjustment to prevent
dilution resulting from Unit splits, Unit dividends or similar
transactions.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act, based
upon the average of the high and low price per Unit of the Registrant's
Common Units on the New York Stock Exchange on November 15 , 1999, as
reported in The Wall Street Journal on November 16, 1999.
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act"). Such documents need
not be filed with the Securities and Exchange Commission (the "Commission")
either as a part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
herein by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act (the "Prospectus").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
Plains All American Pipeline, L.P. (the "Partnership") incorporates herein
by reference the following documents as of their respective dates as filed with
the Securities and Exchange Commission (the "Commission") (File No. 14569):
(a) the Partnership's Annual Report on Form 10-K for the year ended
December 31, 1998, filed March 31, 1999;
(b) the Partnership's Quarterly Report on Form 10-Q for the period
ended March 31, 1999, filed May 14, 1999;
(c) the Partnership's Quarterly Report on Form 10-Q for the period
ended June 30, 1999, filed August 16, 1999;
(d) the Partnership's Quarterly Report on Form 10-Q for the period
ended September 30, 1999, filed November 15, 1999;
(e) the description of the Partnership's Common Units contained in
its Registration Statement on Form 8-A filed November 3, 1998;
and
(f) the Partnership's Current Report on Form 8-K filed May 27, 1999,
as amended on Forms 8-KA filed on June 28, 1999 and September 16,
1999.
All documents filed by the Partnership pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
subsequent to the date of this Registration Statement and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained herein or in
a document incorporated or deemed to be incorporated herein by reference shall
be deemed to be modified or superseded for purposes of the Registration
Statement and the Prospectus to the extent that a statement contained herein or
in any subsequently filed document which also is, or is deemed to be,
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the Registration Statement or the
Prospectus.
Item 4. Description of Securities.
The information required by Item 4 is not applicable to this Registration
Statement since the class of securities to be offered is registered under
Section 12 of the Exchange Act.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Experts.
The financial statements incorporated in this Registration Statement by
reference to the Annual Report on Form 10-K of Plains All American Pipeline,
L.P. as of December 31, 1998 and the historical financial statements of Scurlock
Permian Businesses (a division of Marathon Ashland Petroleum LLC) and of
Scurlock Permian Corporation (the predecessor entity to the Scurlock Permian
Businesses) included on pages F-6 to F-19 of Plains All American Pipeline,
L.P.'s Current Report on Form 8-K dated June 28, 1999 have been so incorporated
in reliance on the reports of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
Legal Matters.
The validity of the issuance of the Common Units registered hereby will be
passed upon by Michael R. Patterson, Esq., Senior Vice President and General
Counsel of Plains All American Inc. Mr. Patterson beneficially owns 7,000
Common Units.
Item 6. Indemnification of Directors and Officers.
Section 17-108 of the Delaware Revised Uniform Limited Partnership Act
empowers a Delaware limited partnership to indemnify and hold harmless any
partner or other person from and against all claims and demands whatsoever.
Section 7.7 of the Second Amended and Restated Partnership Agreement of the
Partnership (the "Partnership Agreement") provides that to the fullest extent
permitted by law, (i) the general partner of the Partnership (the "General
Partner"), (ii) any former General Partner (a "Departing Partner"), and (iii)
any person who is or was an officer or director of the General Partner or any
Departing Partner shall be indemnified and held harmless by the Partnership. In
addition, (a) any individual, corporation, partnership, trust, unincorporated
organization, association or other entity (collectively, a "Person") who is or
was an affiliate of the General Partner or any Departing Partner, (b) any
employee, partner, agent or trustee of the General Partner, any Departing
Partner or any such affiliate, or (c) any Person who is or was serving at the
request of the General Partner, any Departing Partner or any such affiliate as a
director, officer, employee, partner, agent or trustee of another Person may be
indemnified and held harmless by the Partnership, to the extent deemed advisable
by the General Partner, from and against any and all losses, claims, damages,
liabilities (joint or several), expenses (including without limitation, legal
fees and expenses), judgments, fines, settlements and other amounts arising from
any and all claims, demands, actions, suits or proceedings, whether civil,
criminal, administrative or investigative, in which any indemnitee may be
involved, or is threatened to be involved, as a party or otherwise, by reason of
its status as (x) the General Partner, a Departing Partner or any of their
affiliates, (y) an officer, director, employee, partner, agent or trustee of the
General Partner, any Departing Partner or any of their affiliates or (z) a
Person serving at the request of the Partnership in another entity in a similar
capacity; provided, that in each case the indemnitee acted in good faith, in a
manner which such indemnitee believed to be in, or not opposed to, the best
interests of the Partnership and, with respect to any criminal proceeding, had
no reasonable cause to believe its conduct was unlawful.
Section 7.7 of the Partnership Agreement also states that to the fullest
extent permitted by law, expenses (including without limitation, reasonable
legal fees and expenses) incurred by an indemnitee in defending any claim,
demand action, suit or proceeding shall, from time to time, be advanced by the
Partnership prior to the final disposition of such claim, demand, action, suit
or proceeding upon receipt by the Partnership of an undertaking by or on behalf
of the indemnitee to repay such amount if it shall be determined that the
indemnitee is not entitled to be indemnified as authorized by the Partnership
Agreement.
Additionally, Section 7.8 of the Partnership Agreement provides that no
indemnitee shall be liable for monetary damages to the Partnership, the limited
partners of the Partnership or any other Persons who have acquired interests in
common or preference units of the Partnership, for losses sustained or
liabilities incurred as a result of any act or omission if such indemnitee acted
in good faith.
<PAGE>
Item 7. Exemption from Registration Claimed.
The information required by Item 7 is not applicable to this Registration
Statement.
Item 8. Exhibits.
Exhibit
Number Description
- ------ -----------
5.1 Opinion of Michael R. Patterson as to the validity of the securities
being registered.
23.1 Consents of PricewaterhouseCoopers LLP.
23.5 Consent of Michael R. Patterson (included in Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page contained in Part
II of this Registration Statement).
99.1 Plains All American Inc. 1998 Long-Term Incentive Plan.
99.2 Transaction Grant Agreement for Greg L. Armstrong.
99.3 Transaction Grant Agreement for Harry N. Pefanis.
99.4 Transaction Grant Agreement for George R. Coiner.
99.5 Transaction Grant Agreement for Tom Fewox.
99.6 Transaction Grant Agreement for Kent Finley.
99.7 Transaction Grant Agreement for Jim Stewart.
99.8 Transaction Grant Agreement for Mark Thomas.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
<PAGE>
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement:
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 of this
Registration Statement, or otherwise, the registrant has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on November 16, 1999.
Plains All American Pipeline, L.P.
(Registrant)
By: Plains All American Inc.,
its General Partner
By: /s/ Greg L. Armstrong
-------------------------
Greg L. Armstrong
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose individual signature appears below hereby authorizes
Phillip D. Kramer and Michael R. Patterson, and each of them as attorneys-in-
fact with full power of substitution, to execute in the name and on behalf of
such person, individually and in each capacity stated below, and to file, any
and all amendments to this Registration Statement, including any and all post-
effective amendments.
Pursuant to the requirements of the Securities Act this Registration
Statement has been signed by the following persons in the capacities and on the
dates as indicated.
<TABLE>
<CAPTION>
Signature Title Date
---------- ----- ----
<S> <C> <C>
/s/ Greg L. Armstrong Chairman of the Board, Chief November 16, 1999
- ----------------------------- Executive Officer and Director
Greg L. Armstrong
/s/ Harry N. Pefanis President Chief Operating Officer November 16, 1999
- ----------------------------- and Director
Harry N. Pefanis
/s/ Phillip D. Kramer Executive Vice President and
- ----------------------------- Chief Financial Officer November 16, 1999
Phillip D. Kramer (Principal Financial Officer)
/s/ Cynthia A. Feeback Treasurer
- ----------------------------- (Principal Accounting Officer) November 16, 1999
Cynthia A. Feeback
/s/ Everardo Goyanes Director November 16, 1999
- -----------------------------
Everardo Goyanes
/s/ Robert V. Sinnott Director November 16, 1999
- -----------------------------
Robert V. Sinnott
/s/ Arthur L. Smith Director November 16, 1999
- -----------------------------
Arthur L. Smith
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
5.1 Opinion of Michael R. Patterson as to the validity of the securities
being registered.
23.1 Consents of PricewaterhouseCoopers LLP.
23.5 Consent of Michael R. Patterson (included in Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page contained in Part
II of this Registration Statement).
99.1 Plains All American Inc. 1998 Long-Term Incentive Plan.
99.2 Transaction Grant Agreement for Greg L. Armstrong.
99.3 Transaction Grant Agreement for Harry N. Pefanis.
99.4 Transaction Grant Agreement for George R. Coiner.
99.5 Transaction Grant Agreement for Tom Fewox.
99.6 Transaction Grant Agreement for Kent Finley.
99.7 Transaction Grant Agreement for Jim Stewart.
99.8 Transaction Grant Agreement for Mark Thomas.
<PAGE>
EXHIBIT 5.1
November 17, 1999
Plains All American Pipeline, L.P.
500 Dallas, Suite 700
Houston, Texas 77002
Gentlemen:
I am General Counsel of Plains All American Inc., a Delaware
corporation and the general partner of Plains All American Pipeline, L.P. a
Delaware limited partnership (the Partnership"), in connection with the
preparation of the Partnership's Registration Statement on Form S-8 (the
"Registration Statement") filed by the Partnership under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the offering and sale
by the Company of up to 1,375,000 common units representing limited partnership
interests in the Partnership (the "Common Units") in connection with the 1998
Long-Term Incentive Plan attached to the Form S-8 as Exhibit 99.1 and the
respective Transaction Grant Agreements attached as Exhibits 99.2 through 99.8
(together, the "Plans").
As the basis for the opinions hereinafter expressed, I have examined
such statutes, regulations, corporate records and documents, certificates of
corporate and public officials, and other instruments as I have deemed necessary
or advisable for the purposes of this opinion. In such examination I have
assumed the authenticity of all documents submitted to me as originals and the
conformity with the original documents of all documents submitted to me as
copies.
Based upon the foregoing, and subject to the limitations and assumptions
set forth herein, and having due regard for such legal considerations as I deem
relevant, I am of the opinion that:
1. The Partnership has been duly formed and is validly existing as a
limited partnership under the Delaware Revised Uniform Limited Partnership Act.
2. The Common Units will, when issued and paid for in accordance with the
terms of the Plans, be duly authorized, validly issued, fully paid and
nonassessable, except as such nonassessability may be affected by the matters
described in the prospectus included in the Partnership's registration statement
on Form S-1 filed under the Securities Act on November 17, 1998 (File No. 333-
64107) under the caption "Description of the Partnership Agreements--Limited
Liability."
The foregoing opinion is based on and is limited to the Revised Uniform
Limited Partnership Act of the State of Delaware and the relevant federal laws
of the United States of America, and I render no opinion with respect to the
laws of any other jurisdiction.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement. This opinion
is rendered solely for your benefit and may not be relied upon in any manner by
any other person or entity without my express written consent.
Sincerely,
/s/ Michael R. Patterson
Michael R. Patterson
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Plains All American Pipeline, L.P. of our report dated
March 29, 1999 relating to the financial statements which appears in Plains All
American Pipeline, L.P.'s Annual Report on Form 10-K for the year ended December
31, 1998. We also consent to the reference to us under the headings "Experts"
in such Prospectus.
PricewaterhouseCoopers LLP
Houston, Texas
November 17, 1999
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Plains All American Pipeline, L.P. of our report dated
April 30, 1999 relating to the financial statements of the Scurlock Permian
Businesses (a division of Marathon Ashland Petroleum LLC) and our report dated
April 30, 1999 relating to the financial statements of Scurlock Permian
Corporation (the predecessor entity to the Scurlock Permian Businesses), which
appears in the Current Report on Form 8-K of Plains All American Pipeline, L.P.
dated June 28, 1999. We also consent to the reference to us under the headings
"Experts" in such Prospectus.
PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
November 17, 1999
<PAGE>
EXHIBIT 99.1
PLAINS ALL AMERICAN INC.
1998 LONG-TERM INCENTIVE PLAN
SECTION 1. Purpose of the Plan.
-------------------
The Plains All American Inc. 1998 Long-Term Incentive Plan (the "Plan") is
intended to promote the interests of Plains All American Pipeline, L.P., a
Delaware limited partnership (the "Partnership"), by providing to employees and
directors of Plains All American Inc. (the "Company") and its Affiliates who
perform services for the Partnership incentive compensation awards for superior
performance that are based on Units. The Plan is also contemplated to enhance
the ability of the Company and its Affiliates to attract and retain the services
of individuals who are essential for the growth and profitability of the
Partnership and to encourage them to devote their best efforts to the business
of the Partnership, thereby advancing the interests of the Partnership and its
partners.
SECTION 2. Definitions.
-----------
As used in the Plan, the following terms shall have the meanings set forth
below:
"Affiliate" means, with respect to any Person, any other Person that
directly or indirectly through one or more intermediaries controls, is
controlled by or is under common control with, the Person in question. As used
herein, the term "control" means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a
Person, whether through ownership of voting securities, by contract or
otherwise.
"Award" means an Option or Restricted Unit granted under the Plan.
"Board" means the Board of Directors of the Company.
"Committee" means the Compensation Committee of the Board or such other
committee of the Board appointed to administer the Plan.
"DER" means a contingent right, granted in tandem with a specific
Restricted Unit, to receive an amount in cash equal to the cash distributions
made by the Partnership with respect to a Unit during the period such Restricted
Unit is outstanding.
"Director" means a "non-employee director" of the Company, as defined in
Rule 16b-3.
"Employee" means any employee of the Company or an Affiliate, as determined
by the Committee.
<PAGE>
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Fair Market Value" means the closing sales price of a Unit on the
applicable date (or if there is no trading in the Units on such date, on the
next preceding date on which there was trading) as reported in The Wall Street
Journal (or other reporting service approved by the Committee). In the event
Units are not publicly traded at the time a determination of fair market value
is required to be made hereunder, the determination of fair market value shall
be made in good faith by the Committee.
"Option" means an option to purchase Units granted under the Plan.
"Participant" means any Employee or Director granted an Award under the
Plan.
"Partnership Agreement" means the Amended and Restated Agreement of Limited
Partnership of Plains All American Pipeline, L.P.
"Person" means an individual or a corporation, limited liability company,
partnership, joint venture, trust, unincorporated organization, association,
government agency or political subdivision thereof or other entity.
"Restricted Period" means the period established by the Committee with
respect to an Award during which the Award either remains subject to forfeiture
or is not exercisable by the Participant. Notwithstanding anything in the Plan
to the contrary, the Restricted Period with respect to any Award granted to an
Employee may not terminate prior to the end of the Subordination Period (as
defined in the Partnership Agreement).
"Restricted Unit" means a phantom unit granted under the Plan which upon or
following vesting entitles the Participant to receive a Unit.
"Rule 16b-3" means Rule 16b-3 promulgated by the SEC under the Exchange
Act, or any successor rule or regulation thereto as in effect from time to time.
"SEC" means the Securities and Exchange Commission, or any successor
thereto.
"Unit" means a Common Unit of the Partnership.
SECTION 3. Administration.
--------------
The Plan shall be administered by the Committee. A majority of the
Committee shall constitute a quorum, and the acts of the members of the
Committee who are present at any meeting thereof at which a quorum is present,
or acts unanimously approved by the members of the Committee in writing, shall
be the acts of the Committee. Subject to the following, the Committee, in its
sole discretion, may delegate any or all of its powers and duties under the
Plan, including the power to grant Awards under the Plan, to the Chief Executive
Officer of the Company, subject to
-2-
<PAGE>
such limitations on such delegated powers and duties as the Committee may
impose. Upon any such delegation all references in the Plan to the "Committee",
other than in Section 7, shall be deemed to include the Chief Executive Officer;
provided, however, that such delegation shall not limit the Chief Executive
Officer's right to receive Awards under the Plan. Notwithstanding the foregoing,
the Chief Executive Officer may not grant Awards to, or take any action with
respect to any Award previously granted to, a person who is an officer subject
to Rule 16b-3 or a member of the Board. Subject to the terms of the Plan and
applicable law, and in addition to other express powers and authorizations
conferred on the Committee by the Plan, the Committee shall have full power and
authority to: (i) designate Participants; (ii) determine the type or types of
Awards to be granted to a Participant; (iii) determine the number of Units to be
covered by Awards; (iv) determine the terms and conditions of any Award; (v)
determine whether, to what extent, and under what circumstances Awards may be
settled, exercised, canceled, or forfeited; (vi) interpret and administer the
Plan and any instrument or agreement relating to an Award made under the Plan;
(vii) establish, amend, suspend, or waive such rules and regulations and appoint
such agents as it shall deem appropriate for the proper administration of the
Plan; and (viii) make any other determination and take any other action that the
Committee deems necessary or desirable for the administration of the Plan.
Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect to
the Plan or any Award shall be within the sole discretion of the Committee, may
be made at any time and shall be final, conclusive, and binding upon all
Persons, including the Company, the Partnership, any Affiliate, any Participant,
and any beneficiary of any Award.
SECTION 4. Units Available for Awards.
--------------------------
(a) Units Available. Subject to adjustment as provided in Section 4(c),
---------------
the number of Units with respect to which Awards may be granted under the Plan
is 975,000. If any Award is forfeited or otherwise terminates or is canceled
without the delivery of Units, then the Units covered by such Award, to the
extent of such forfeiture, termination or cancellation, shall again be Units
with respect to which Awards may be granted.
(b) Sources of Units Deliverable Under Awards. Any Units delivered
-----------------------------------------
pursuant to an Award shall consist, in whole or in part, of Units acquired in
the open market, from any Affiliate, the Partnership or any other Person, or any
combination of the foregoing, as determined by the Committee in its discretion.
(c) Adjustments. In the event that the Committee determines that any
-----------
distribution (whether in the form of cash, Units, other securities, or other
property), recapitalization, split, reverse split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase, or exchange of Units
or other securities of the Partnership, issuance of warrants or other rights to
purchase Units or other securities of the Partnership, or other similar
transaction or event affects the Units such that an adjustment is determined by
the Committee to be appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the Plan,
then the Committee shall, in such manner as it may deem equitable, adjust any or
all of (i) the number and type of Units (or other securities or property) with
respect to which Awards may be granted, (ii) the
-3-
<PAGE>
number and type of Units (or other securities or property) subject to
outstanding Awards, and (iii) the grant or exercise price with respect to any
Award or, if deemed appropriate, make provision for a cash payment to the holder
of an outstanding Award; provided, that the number of Units subject to any Award
shall always be a whole number.
SECTION 5. Eligibility.
-----------
Any Employee and Director shall be eligible to be designated a Participant.
SECTION 6. Awards.
------
(a) Options. The Committee shall have the authority to determine the
-------
Employees and Directors to whom Options shall be granted, the number of Units to
be covered by each Option, the purchase price therefor and the conditions and
limitations applicable to the exercise of the Option, including the following
terms and conditions and such additional terms and conditions, as the Committee
shall determine, that are not inconsistent with the provisions of the Plan.
(i) Exercise Price. The purchase price per Unit purchasable under
--------------
an Option shall be determined by the Committee at the time the Option is
granted but shall not be less than its Fair Market Value as of the date of
grant.
(ii) Time and Method of Exercise. The Committee shall determine the
---------------------------
Restricted Period, i.e., the time or times at which an Option may be
exercised in whole or in part, and the method or methods by which payment
of the exercise price with respect thereto may be made or deemed to have
been made which may include, without limitation, cash, check acceptable to
the Company, a "cashless-broker" exercise (through procedures approved by
the Company), other securities or other property, a note from the
Participant (in a form acceptable to the Company), or any combination
thereof, having a Fair Market Value on the exercise date equal to the
relevant exercise price.
(iii) Term. Subject to earlier termination as provided in the grant
----
agreement or the Plan, each Option shall expire on the 10th anniversary of
its date of grant.
(iv) Forfeiture. Except as otherwise provided in the terms of the
----------
Option grant, upon termination of a Participant's employment with the
Company and its Affiliates or membership on the Board, whichever is
applicable, for any reason during the applicable Restricted Period, all
Options shall be forfeited by the Participant. The Committee may, in its
discretion, waive in whole or in part such forfeiture with respect to a
Participant's Options.
(b) Restricted Units. The Committee shall have the authority to determine
----------------
the Employees and Directors to whom Restricted Units shall be granted, the
number of Restricted Units to be granted to each such Participant, the duration
of the Restricted Period, the conditions under which the Restricted Units may
become vested or forfeited, and such other terms and conditions as the
-4-
<PAGE>
Committee may establish with respect to such Awards, including whether DERs are
granted with respect to such Restricted Units.
(i) DERs. To the extent provided by the Committee, in its
----
discretion, a grant of Restricted Units may include a tandem DER grant,
which may provide that such DERs shall be paid directly to the Participant,
be credited to a bookkeeping account (with or without interest in the
discretion of the Committee) subject to the same restrictions as the tandem
Award, or be subject to such other provisions or restrictions as determined
by the Committee in its discretion. Notwithstanding the foregoing however,
DERs shall not be granted with respect to any Award prior to the end of the
Subordination Period
(ii) Forfeiture. Except as otherwise provided in the terms of the
----------
Restricted Units grant, upon termination of a Participant's employment with
the Company and its Affiliates or membership on the Board, whichever is
applicable, for any reason during the applicable Restricted Period, all
Restricted Units shall be forfeited by the Participant. The Committee may,
in its discretion, waive in whole or in part such forfeiture with respect
to a Participant's Restricted Units.
(iii) Lapse of Restrictions. Upon the vesting of each Restricted
---------------------
Unit, the Participant shall be entitled to receive from the Company one
Unit, subject to the provisions of Section 8(b).
(c) General.
-------
(i) Awards May Be Granted Separately or Together. Awards may, in
--------------------------------------------
the discretion of the Committee, be granted either alone or in addition to,
in tandem with, or in substitution for any other Award granted under the
Plan or any award granted under any other plan of the Company or any
Affiliate, including the Management Incentive Plan. Awards granted in
addition to or in tandem with other Awards or awards granted under any
other plan of the Company or any Affiliate may be granted either at the
same time as or at a different time from the grant of such other Awards or
awards.
(ii) Limits on Transfer of Awards.
----------------------------
(A) Except as provided in (C) below, each Option shall be
exercisable only by the Participant during the Participant's lifetime,
or by the person to whom the Participant's rights shall pass by will
or the laws of descent and distribution.
(B) Except as provided in (C) below, no Award and no right
under any such Award may be assigned, alienated, pledged, attached,
sold or otherwise transferred or encumbered by a Participant otherwise
than by will or by the laws of descent and distribution and any such
purported assignment, alienation, pledge,
-5-
<PAGE>
attachment, sale, transfer or encumbrance shall be void and
unenforceable against the Company or any Affiliate.
(C) To the extent specifically provided by the Committee with
respect to an Option grant, an Option may be transferred by a
Participant without consideration to immediate family members or
related family trusts, limited partnerships or similar entities or on
such terms and conditions as the Committee may from time to time
establish.
(iii) Term of Awards. The term of each Award shall be for such
--------------
period as may be determined by the Committee.
(iv) Unit Certificates. All certificates for Units or other
-----------------
securities of the Partnership delivered under the Plan pursuant to any
Award or the exercise thereof shall be subject to such stop transfer orders
and other restrictions as the Committee may deem advisable under the Plan
or the rules, regulations, and other requirements of the SEC, any stock
exchange upon which such Units or other securities are then listed, and any
applicable federal or state laws, and the Committee may cause a legend or
legends to be put on any such certificates to make appropriate reference to
such restrictions.
(v) Consideration for Grants. Awards may be granted for no cash
------------------------
consideration or for such consideration as the Committee determines
including, without limitation, such minimal cash consideration as may be
required by applicable law.
(vi) Delivery of Units or other Securities and Payment by
----------------------------------------------------
Participant of Consideration. Notwithstanding anything in the Plan or any
----------------------------
grant agreement to the contrary, delivery of Units pursuant to the exercise
or vesting of an Award may be deferred for any period during which, in the
good faith determination of the Committee, the Company is not reasonably
able to obtain Units to deliver pursuant to such Award without violating
the rules or regulations of any applicable law or securities exchange. No
Units or other securities shall be delivered pursuant to any Award until
payment in full of any amount required to be paid pursuant to the Plan or
the applicable Award grant agreement (including, without limitation, any
exercise price or tax withholding) is received by the Company. Such payment
may be made by such method or methods and in such form or forms as the
Committee shall determine, including, without limitation, cash, other
Awards, withholding of Units, cashless-broker exercises with simultaneous
sale, or any combination thereof; provided that the combined value, as
determined by the Committee, of all cash and cash equivalents and the Fair
Market Value of any such Units or other property so tendered to the
Company, as of the date of such tender, is at least equal to the full
amount required to be paid to the Company pursuant to the Plan or the
applicable Award agreement.
-6-
<PAGE>
SECTION 7. Amendment and Termination.
-------------------------
Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Award agreement or in the Plan:
(i) Amendments to the Plan. Except as required by applicable law
----------------------
or the rules of the principal securities exchange on which the Units are
traded and subject to Section 7(ii) below, the Board or the Committee may
amend, alter, suspend, discontinue, or terminate the Plan in any manner,
including increasing the number of Units available for Awards under the
Plan, without the consent of any partner, Participant, other holder or
beneficiary of an Award, or other Person; provided, however, that no
amendment may be made without the approval of a Unit Majority (as defined
in the Partnership Agreement) that would either accelerate, with respect to
an Award granted to an Employee, vesting to a date prior to the end of the
Subordination Period or permit DERs to be granted prior to the end of the
Subordination Period.
(ii) Amendments to Awards. The Committee may waive any conditions or
--------------------
rights under, amend any terms of, or alter any Award theretofore granted,
provided no change, other than pursuant to Section 7(iii), in any Award
shall materially reduce the benefit to Participant without the consent of
such Participant.
(iii) Adjustment of Awards Upon the Occurrence of Certain Unusual or
--------------------------------------------------------------
Nonrecurring Events. The Committee is hereby authorized to make
-------------------
adjustments in the terms and conditions of, and the criteria included in,
Awards in recognition of unusual or nonrecurring events (including, without
limitation, the events described in Section 4(c) of the Plan) affecting the
Partnership or the financial statements of the Partnership, or of changes
in applicable laws, regulations, or accounting principles, whenever the
Committee determines that such adjustments are appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan.
SECTION 8. General Provisions.
------------------
(a) No Rights to Awards. No Person shall have any claim to be granted any
-------------------
Award, and there is no obligation for uniformity of treatment of Participants.
The terms and conditions of Awards need not be the same with respect to each
recipient.
(b) Withholding. The Company or any Affiliate is authorized to withhold
-----------
from any Award, from any payment due or transfer made under any Award or from
any compensation or other amount owing to a Participant the amount (in cash,
Units, other securities, Units that would otherwise be issued pursuant to such
Award or other property) of any applicable taxes payable in respect of the grant
of an Award, its exercise, the lapse of restrictions thereon, or any payment or
transfer under an Award or under the Plan and to take such other action as may
be necessary in the opinion of the Company to satisfy all obligations for the
payment of such taxes.
-7-
<PAGE>
(c) No Right to Employment. The grant of an Award shall not be construed
----------------------
as giving a Participant the right to be retained in the employ of the Company or
any Affiliate or to remain on the Board, as applicable. Further, the Company or
an Affiliate may at any time dismiss a Participant from employment, free from
any liability or any claim under the Plan, unless otherwise expressly provided
in the Plan or in any Award agreement.
(d) Governing Law. The validity, construction, and effect of the Plan and
-------------
any rules and regulations relating to the Plan shall be determined in accordance
with the laws of the State of Delaware and applicable federal law.
(e) Severability. If any provision of the Plan or any Award is or becomes
------------
or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as
to any Person or Award, or would disqualify the Plan or any Award under any law
deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to the applicable laws, or if it cannot be construed or
deemed amended without, in the determination of the Committee, materially
altering the intent of the Plan or the Award, such provision shall be stricken
as to such jurisdiction, Person or Award and the remainder of the Plan and any
such Award shall remain in full force and effect.
(f) Other Laws. The Committee may refuse to issue or transfer any Units or
----------
other consideration under an Award if, in its sole discretion, it determines
that the issuance or transfer or such Units or such other consideration might
violate any applicable law or regulation, the rules of the principal securities
exchange on which the Units are then traded, or entitle the Partnership or an
Affiliate to recover the same under Section 16(b) of the Exchange Act, and any
payment tendered to the Company by a Participant, other holder or beneficiary in
connection with the exercise of such Award shall be promptly refunded to the
relevant Participant, holder or beneficiary.
(g) No Trust or Fund Created. Neither the Plan nor the Award shall create
------------------------
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant or any other
Person. To the extent that any Person acquires a right to receive payments from
the Company or any Affiliate pursuant to an Award, such right shall be no
greater than the right of any general unsecured creditor of the Company or any
Affiliate.
(h) No Fractional Units. No fractional Units shall be issued or delivered
-------------------
pursuant to the Plan or any Award, and the Committee shall determine whether
cash, other securities, or other property shall be paid or transferred in lieu
of any fractional Units or whether such fractional Units or any rights thereto
shall be canceled, terminated, or otherwise eliminated.
(i) Headings. Headings are given to the Sections and subsections of the
--------
Plan solely as a convenience to facilitate reference. Such headings shall not
be deemed in any way material or relevant to the construction or interpretation
of the Plan or any provision thereof.
-8-
<PAGE>
SECTION 9. Term of the Plan.
----------------
The Plan shall be effective on the date of its approval by the Board and
shall continue until the date terminated by the Board or Units are no longer
available for grants of Awards under the Plan, whichever occurs first. However,
unless otherwise expressly provided in the Plan or in an applicable Award
Agreement, any Award granted prior to such termination, and the authority of the
Board or the Committee to amend, alter, adjust, suspend, discontinue, or
terminate any such Award or to waive any conditions or rights under such Award,
shall extend beyond such termination date.
-9-
<PAGE>
EXHIBIT 99.2
Payment on Vesting
TRANSACTION GRANT AGREEMENT
September 9, 1999
Greg L. Armstrong
500 Dallas St. Suite 700
Houston, TX 77002
Re: Grant of MLP Phantom Units
Dear Mr. Armstrong:
I am pleased to inform you that the Company hereby grants to you
75,000 MLP Phantom Units, with an equal number of distribution equivalent rights
("DERs"). A MLP Phantom Unit is a right to receive, upon vesting as provided
below, a Common Unit of Plains All American Pipeline, L.P. (the "MLP") and a DER
is a right to receive an amount in cash from the Company equal to the
distributions made by MLP with respect to a Common Unit during the period ending
on the earlier of December 31, 2003 or the date the tandem MLP Phantom Unit is
paid to you or forfeited. The terms of this grant are set forth below.
1. Subject to the further vesting provisions below, the MLP Phantom Units
will become vested (nonforfeitable) as follows:
(a) on December 31, 1999, (i) 1/9th of the total number of MLP Phantom
Units granted you (the "Total Units") shall become vested if the Operating
Surplus of the MLP for 1999 equals or exceeds the sum of the Minimum
Quarterly Distributions ("MQDs") for such year with respect to the Common
Units and the related General Partner Interest, and (ii) an additional
2/9ths of the Total Units shall become vested if the Operating Surplus of
the MLP for 1999 equals or exceeds the sum of the MQDs with respect to the
Common Units and Subordinated Units and the related General Partner
Interest for 1999;
(b) on December 31, 2000, (i) an additional 1/9th of the Total Units
shall become vested if the Operating Surplus of the MLP for 2000 equals or
exceeds the sum of the MQDs for such year with respect to the Common Units
and the related General Partner Interest, and (ii) an additional 2/9ths of
the Total Units shall become vested if the Operating Surplus of the MLP for
2000 equals or exceeds the sum of the MQDs with respect to the Common Units
and Subordinated Units and the related General Partner Interest for 2000;
<PAGE>
(c) on December 31, 2001, (i) an additional 1/9th of the Total Units
shall become vested if the Operating Surplus of the MLP for 2001 equals or
exceeds the sum of the MQDs for such year with respect to the Common Units
and the related General Partner Interest, and (ii) an additional 2/9ths of
the Total Units shall become vested if the Operating Surplus of the MLP for
2001 equals or exceeds the sum of the MQDs with respect to the Common Units
and Subordinated Units and the related General Partner Interest for 2001;
(d) the MLP Phantom Units that would have vested at the end of 1999,
2000, or 2001 had the MQDs been paid such year(s) shall become vested on
the date any arrearages in MQDs for such year(s) are paid;
(e) any MLP Phantom Units which have not vested pursuant subparagraphs
(a)(ii), (b)(ii), or (c)(ii) above as of December 31, 2001 shall become
vested upon, and in the same proportion as, the conversion of Subordinated
Units to Common Units; and
(f) if the Company is removed as the General Partner of the MLP other
than for Cause prior to January 1, 2002, the Phantom Units shall become
vested on the date of such removal.
The terms Operating Surplus, Minimum Quarterly Distribution, General Partner
Interest, and Cause shall have their respective meanings as set forth in the
Amended and Restated Agreement of Limited Partnership of Plains All American
Pipeline, L.P.; provided, however, Operating Surplus included in clause (a)(i)
of the definition of Operating Surplus shall be excluded for purposes of this
Agreement.
2. In the event of your termination of employment with the Company and
its affiliates for any reason other than your death or a disability that
entitles you to benefits under the long-term disability plan of the Company
("Disability"), all of your MLP Phantom Units not then vested shall
automatically be forfeited unpaid as of your date of termination.
3. In the event of your termination of employment with the Company and
its affiliates due to your death or Disability, your MLP Phantom Units shall
continue to vest as provided in paragraph 1 above.
4. Vested MLP Phantom Units will be paid by the Company as soon as
reasonably practicable following each vesting date.
5. DERs with respect to the MLP Phantom Units will be credited (without
interest) to a Company ledger account (the "DER Account") for your benefit and
upon payment of any vested MLP Phantom Units, the amounts then credited to your
DER Account with respect to such vested units will be paid to you in cash. Any
amount credited to the DER Account with respect to unvested MLP Phantom Units
will be forfeited if and whenever such MLP Phantom Units are forfeited.
<PAGE>
6. The Company will withhold any taxes due from your compensation as
required by law, which, in the sole discretion of the Committee, may include
withholding a number of MLP Common Units otherwise payable to you.
PLAINS ALL AMERICAN, INC.
By: /s/ Robert V. Sinnott
---------------------------------------------
Robert V. Sinnott
Chairman of the Compensation Committee
of the Board of Directors
<PAGE>
EXHIBIT 99.3
November 23, 1998
Mr. Harry Pefanis
4103 University Blvd.
Houston, Texas 77005
Re: Grant of MLP Phantom Units
Dear Harry:
I am pleased to inform you that the Company hereby grants to you
75,000 MLP Phantom Units, with an equal number of distribution equivalent rights
("DERs"). A MLP Phantom Unit is a right to receive, upon vesting as provided
below, a Common Unit of Plains All American Pipeline, L.P. (the "MLP") and a DER
is a right to receive an amount in cash from the Company equal to the
distributions made by MLP with respect to a Common Unit during the period ending
on the earlier of December 31, 2003 or the date the tandem MLP Phantom Unit is
paid to you or forfeited. The terms of this grant are set forth below.
1. Subject to the further vesting provisions below, the MLP Phantom Units
will become vested (nonforfeitable) as follows:
(a) on December 31, 1999, (i) 2/9ths of the total number of MLP
Phantom Units granted you (the "Total Units") shall become vested if the
Operating Surplus of the MLP for 1999 equals or exceeds the sum of the
Minimum Quarterly Distributions ("MQDs") for such year with respect to the
Common Units and the related General Partner Interest, and (ii) an
additional 1/9th of the Total Units shall become vested if the Operating
Surplus of the MLP for 1999 equals or exceeds the sum of the MQDs with
respect to the Common Units and Subordinated Units and the related General
Partner Interest for 1999;
(b) on December 31, 2000, (i) an additional 2/9ths of the Total Units
shall become vested if the Operating Surplus of the MLP for 2000 equals or
exceeds the sum of the MQDs for such year with respect to the Common Units
and the related General Partner Interest, and (ii) an additional 1/9th of
the Total Units shall become vested if the Operating Surplus of the MLP for
2000 equals or exceeds the sum of the MQDs with respect to the Common Units
and Subordinated Units and the related General Partner Interest for 2000;
<PAGE>
Mr. Harry N. Pefanis -2- November 23, 1998
(c) on December 31, 2001, (i) an additional 2/9ths of the Total Units
shall become vested if the Operating Surplus of the MLP for 2001 equals or
exceeds the sum of the MQDs for such year with respect to the Common Units
and the related General Partner Interest, and (ii) an additional 1/9th of
the Total Units shall become vested if the Operating Surplus of the MLP for
2001 equals or exceeds the sum of the MQDs with respect to the Common Units
and Subordinated Units and the related General Partner Interest for 2001;
(d) the MLP Phantom Units that would have vested at the end of 1999,
2000, or 2001 had the MQDs been paid such year(s) shall become vested on
the date any arrearages in MQDs for such year(s) are paid;
(e) any MLP Phantom Units which have not vested pursuant subparagraphs
(a)(ii), (b)(ii), or (c)(ii) above as of December 31, 2001 shall become
vested upon, and in the same proportion as, the conversion of Subordinated
Units to Common Units; and
(f) if the Company is removed as the General Partner of the MLP other
than for Cause prior to January 1, 2002, the Phantom Units shall become
vested on the date of such removal.
The terms Operating Surplus, Minimum Quarterly Distribution, General Partner
Interest, and Cause shall have their respective meanings as set forth in the
Amended and Restated Agreement of Limited Partnership of Plains All American
Pipeline, L.P.; provided, however, Operating Surplus included in clause (a)(i)
of the definition of Operating Surplus shall be excluded for purposes of this
Agreement.
2. In the event of your termination of employment with the Company and
its affiliates for any reason other than your death or a disability that
entitles you to benefits under the long-term disability plan of the Company
("Disability"), all of your MLP Phantom Units not then vested shall
automatically be forfeited unpaid as of your date of termination.
3. In the event of your termination of employment with the Company and
its affiliates due to your death or Disability, your MLP Phantom Units shall
continue to vest as provided in paragraph 1 above.
4. Vested MLP Phantom Units will be paid by the Company as soon as
reasonably practicable following each vesting date.
5. DERs with respect to the MLP Phantom Units will be credited (without
interest) to a Company ledger account (the "DER Account") for your benefit and
upon payment of any vested MLP Phantom Units, the amounts then credited to your
DER Account with respect to such vested units will be paid to you in cash. Any
amount credited to the DER Account with respect to unvested MLP Phantom Units
will be forfeited if and whenever such MLP Phantom Units are forfeited.
<PAGE>
Mr. Harry N. Pefanis -3- November 23, 1998
6. The Company will withhold any taxes due from your compensation as
required by law, which, in the sole discretion of the Committee, may include
withholding a number of MLP Common Units otherwise payable to you.
PLAINS ALL AMERICAN INC.
By: /s/ Greg L. Armstrong
----------------------------------
Name: Greg L. Armstrong
Title: Chairman of the Board and Chief
Executive Officer
<PAGE>
EXHIBIT 99.4
November 23, 1998
Mr. George Coiner
7401 Calle Los Manzanos
Bakersfield, California 93309
Re: Grant of MLP Phantom Units
Dear George:
I am pleased to inform you that the Company hereby grants to you
50,000 MLP Phantom Units, with an equal number of distribution equivalent rights
("DERs"). A MLP Phantom Unit is a right to receive, upon vesting as provided
below, a Common Unit of Plains All American Pipeline, L.P. (the "MLP") and a DER
is a right to receive an amount in cash from the Company equal to the
distributions made by MLP with respect to a Common Unit during the period ending
on the earlier of December 31, 2003 or the date the tandem MLP Phantom Unit is
paid to you or forfeited. The terms of this grant are set forth below.
1. Subject to the further vesting provisions below, the MLP Phantom Units
will become vested (nonforfeitable) as follows:
(a) on December 31, 1999, (i) 2/9ths of the total number of MLP
Phantom Units granted you (the "Total Units") shall become vested if the
Operating Surplus of the MLP for 1999 equals or exceeds the sum of the
Minimum Quarterly Distributions ("MQDs") for such year with respect to the
Common Units and the related General Partner Interest, and (ii) an
additional 1/9th of the Total Units shall become vested if the Operating
Surplus of the MLP for 1999 equals or exceeds the sum of the MQDs with
respect to the Common Units and Subordinated Units and the related General
Partner Interest for 1999;
(b) on December 31, 2000, (i) an additional 2/9ths of the Total Units
shall become vested if the Operating Surplus of the MLP for 2000 equals or
exceeds the sum of the MQDs for such year with respect to the Common Units
and the related General Partner Interest, and (ii) an additional 1/9th of
the Total Units shall become vested if the Operating Surplus of the MLP for
2000 equals or exceeds the sum of the MQDs with respect to the Common Units
and Subordinated Units and the related General Partner Interest for 2000;
<PAGE>
Mr. George Coiner -2- November 23, 1998
(c) on December 31, 2001, (i) an additional 2/9ths of the Total Units
shall become vested if the Operating Surplus of the MLP for 2001 equals or
exceeds the sum of the MQDs for such year with respect to the Common Units
and the related General Partner Interest, and (ii) an additional 1/9th of
the Total Units shall become vested if the Operating Surplus of the MLP for
2001 equals or exceeds the sum of the MQDs with respect to the Common Units
and Subordinated Units and the related General Partner Interest for 2001;
(d) the MLP Phantom Units that would have vested at the end of 1999,
2000, or 2001 had the MQDs been paid such year(s) shall become vested on
the date any arrearages in MQDs for such year(s) are paid;
(e) any MLP Phantom Units which have not vested pursuant
subparagraphs (a)(ii), (b)(ii), or (c)(ii) above as of December 31, 2001
shall become vested upon, and in the same proportion as, the conversion of
Subordinated Units to Common Units; and
(f) if the Company is removed as the General Partner of the MLP other
than for Cause prior to January 1, 2002, the Phantom Units shall become
vested on the date of such removal.
The terms Operating Surplus, Minimum Quarterly Distribution, General Partner
Interest, and Cause shall have their respective meanings as set forth in the
Amended and Restated Agreement of Limited Partnership of Plains All American
Pipeline, L.P.; provided, however, Operating Surplus included in clause (a)(i)
of the definition of Operating Surplus shall be excluded for purposes of this
Agreement.
2. In the event of your termination of employment with the Company and
its affiliates for any reason other than your death or a disability that
entitles you to benefits under the long-term disability plan of the Company
("Disability"), all of your MLP Phantom Units not then vested shall
automatically be forfeited unpaid as of your date of termination.
3. In the event of your termination of employment with the Company and
its affiliates due to your death or Disability, your MLP Phantom Units shall
continue to vest as provided in paragraph 1 above.
4. Vested MLP Phantom Units will be paid by the Company as soon as
reasonably practicable following each vesting date.
5. DERs with respect to the MLP Phantom Units will be credited (without
interest) to a Company ledger account (the "DER Account") for your benefit and
upon payment of any vested MLP Phantom Units, the amounts then credited to your
DER Account with respect to such vested units will be paid to you in cash. Any
amount credited to the DER Account with respect to unvested MLP Phantom Units
will be forfeited if and whenever such MLP Phantom Units are forfeited.
<PAGE>
Mr. George Coiner -3- November 23, 1998
6. The Company will withhold any taxes due from your compensation as
required by law, which, in the sole discretion of the Committee, may include
withholding a number of MLP Common Units otherwise payable to you.
PLAINS ALL AMERICAN INC.
By: /s/ Harry N. Pefanis
--------------------
Name: Harry N. Pefanis
Title: President
<PAGE>
EXHIBIT 99.5
November 23, 1998
Mr. Tom Fewox
6531 Sussex Court
Spring, Texas 77389
Re: Grant of MLP Phantom Units
Dear Tom:
I am pleased to inform you that the Company hereby grants to you
50,000 MLP Phantom Units, with an equal number of distribution equivalent rights
("DERs"). A MLP Phantom Unit is a right to receive, upon vesting as provided
below, a Common Unit of Plains All American Pipeline, L.P. (the "MLP") and a DER
is a right to receive an amount in cash from the Company equal to the
distributions made by MLP with respect to a Common Unit during the period ending
on the earlier of December 31, 2003 or the date the tandem MLP Phantom Unit is
paid to you or forfeited. The terms of this grant are set forth below.
1. Subject to the further vesting provisions below, the MLP Phantom Units
will become vested (nonforfeitable) as follows:
(a) on December 31, 1999, (i) 2/9ths of the total number of MLP
Phantom Units granted you (the "Total Units") shall become vested if the
Operating Surplus of the MLP for 1999 equals or exceeds the sum of the
Minimum Quarterly Distributions ("MQDs") for such year with respect to the
Common Units and the related General Partner Interest, and (ii) an
additional 1/9th of the Total Units shall become vested if the Operating
Surplus of the MLP for 1999 equals or exceeds the sum of the MQDs with
respect to the Common Units and Subordinated Units and the related General
Partner Interest for 1999;
(b) on December 31, 2000, (i) an additional 2/9ths of the Total Units
shall become vested if the Operating Surplus of the MLP for 2000 equals or
exceeds the sum of the MQDs for such year with respect to the Common Units
and the related General Partner Interest, and (ii) an additional 1/9th of
the Total Units shall become vested if the Operating Surplus of the MLP for
2000 equals or exceeds the sum of the MQDs with respect to the Common Units
and Subordinated Units and the related General Partner Interest for 2000;
<PAGE>
Mr. Tom Fewox -2- November 23, 1998
(c) on December 31, 2001, (i) an additional 2/9ths of the Total Units
shall become vested if the Operating Surplus of the MLP for 2001 equals or
exceeds the sum of the MQDs for such year with respect to the Common Units
and the related General Partner Interest, and (ii) an additional 1/9th of
the Total Units shall become vested if the Operating Surplus of the MLP for
2001 equals or exceeds the sum of the MQDs with respect to the Common Units
and Subordinated Units and the related General Partner Interest for 2001;
(d) the MLP Phantom Units that would have vested at the end of 1999,
2000, or 2001 had the MQDs been paid such year(s) shall become vested on
the date any arrearages in MQDs for such year(s) are paid;
(e) any MLP Phantom Units which have not vested pursuant
subparagraphs (a)(ii), (b)(ii), or (c)(ii) above as of December 31, 2001
shall become vested upon, and in the same proportion as, the conversion of
Subordinated Units to Common Units; and
(f) if the Company is removed as the General Partner of the MLP other
than for Cause prior to January 1, 2002, the Phantom Units shall become
vested on the date of such removal.
The terms Operating Surplus, Minimum Quarterly Distribution, General Partner
Interest, and Cause shall have their respective meanings as set forth in the
Amended and Restated Agreement of Limited Partnership of Plains All American
Pipeline, L.P.; provided, however, Operating Surplus included in clause (a)(i)
of the definition of Operating Surplus shall be excluded for purposes of this
Agreement.
2. In the event of your termination of employment with the Company and
its affiliates for any reason other than your death or a disability that
entitles you to benefits under the long-term disability plan of the Company
("Disability"), all of your MLP Phantom Units not then vested shall
automatically be forfeited unpaid as of your date of termination.
3. In the event of your termination of employment with the Company and
its affiliates due to your death or Disability, your MLP Phantom Units shall
continue to vest as provided in paragraph 1 above.
4. Vested MLP Phantom Units will be paid by the Company as soon as
reasonably practicable following each vesting date.
5. DERs with respect to the MLP Phantom Units will be credited (without
interest) to a Company ledger account (the "DER Account") for your benefit and
upon payment of any vested MLP Phantom Units, the amounts then credited to your
DER Account with respect to such vested units will be paid to you in cash. Any
amount credited to the DER Account with respect to unvested MLP Phantom Units
will be forfeited if and whenever such MLP Phantom Units are forfeited.
<PAGE>
Mr. Tom Fewox -3- November 23, 1998
6. The Company will withhold any taxes due from your compensation as
required by law, which, in the sole discretion of the Committee, may include
withholding a number of MLP Common Units otherwise payable to you.
PLAINS ALL AMERICAN INC.
By: /s/ Harry N. Pefanis
--------------------
Name: Harry N. Pefanis
Title: President
<PAGE>
EXHIBIT 99.6
November 23, 1998
Mr. Kent Finley
4605 Teakwood
Midland, Texas 79707
Re: Grant of MLP Phantom Units
Dear Kent:
I am pleased to inform you that the Company hereby grants to you
50,000 MLP Phantom Units, with an equal number of distribution equivalent rights
("DERs"). A MLP Phantom Unit is a right to receive, upon vesting as provided
below, a Common Unit of Plains All American Pipeline, L.P. (the "MLP") and a DER
is a right to receive an amount in cash from the Company equal to the
distributions made by MLP with respect to a Common Unit during the period ending
on the earlier of December 31, 2003 or the date the tandem MLP Phantom Unit is
paid to you or forfeited. The terms of this grant are set forth below.
1. Subject to the further vesting provisions below, the MLP Phantom Units
will become vested (nonforfeitable) as follows:
(a) on December 31, 1999, (i) 2/9ths of the total number of MLP
Phantom Units granted you (the "Total Units") shall become vested if the
Operating Surplus of the MLP for 1999 equals or exceeds the sum of the
Minimum Quarterly Distributions ("MQDs") for such year with respect to the
Common Units and the related General Partner Interest, and (ii) an
additional 1/9th of the Total Units shall become vested if the Operating
Surplus of the MLP for 1999 equals or exceeds the sum of the MQDs with
respect to the Common Units and Subordinated Units and the related General
Partner Interest for 1999;
(b) on December 31, 2000, (i) an additional 2/9ths of the Total Units
shall become vested if the Operating Surplus of the MLP for 2000 equals or
exceeds the sum of the MQDs for such year with respect to the Common Units
and the related General Partner Interest, and (ii) an additional 1/9th of
the Total Units shall become vested if the Operating Surplus of the MLP for
2000 equals or exceeds the sum of the MQDs with respect to the Common Units
and Subordinated Units and the related General Partner Interest for 2000;
<PAGE>
Mr. Kent Finley -2- November 23, 1998
(c) on December 31, 2001, (i) an additional 2/9ths of the Total Units
shall become vested if the Operating Surplus of the MLP for 2001 equals or
exceeds the sum of the MQDs for such year with respect to the Common Units
and the related General Partner Interest, and (ii) an additional 1/9th of
the Total Units shall become vested if the Operating Surplus of the MLP for
2001 equals or exceeds the sum of the MQDs with respect to the Common Units
and Subordinated Units and the related General Partner Interest for 2001;
(d) the MLP Phantom Units that would have vested at the end of 1999,
2000, or 2001 had the MQDs been paid such year(s) shall become vested on
the date any arrearages in MQDs for such year(s) are paid;
(e) any MLP Phantom Units which have not vested pursuant
subparagraphs (a)(ii), (b)(ii), or (c)(ii) above as of December 31, 2001
shall become vested upon, and in the same proportion as, the conversion of
Subordinated Units to Common Units; and
(f) if the Company is removed as the General Partner of the MLP other
than for Cause prior to January 1, 2002, the Phantom Units shall become
vested on the date of such removal.
The terms Operating Surplus, Minimum Quarterly Distribution, General Partner
Interest, and Cause shall have their respective meanings as set forth in the
Amended and Restated Agreement of Limited Partnership of Plains All American
Pipeline, L.P.; provided, however, Operating Surplus included in clause (a)(i)
of the definition of Operating Surplus shall be excluded for purposes of this
Agreement.
2. In the event of your termination of employment with the Company and
its affiliates for any reason other than your death or a disability that
entitles you to benefits under the long-term disability plan of the Company
("Disability"), all of your MLP Phantom Units not then vested shall
automatically be forfeited unpaid as of your date of termination.
3. In the event of your termination of employment with the Company and
its affiliates due to your death or Disability, your MLP Phantom Units shall
continue to vest as provided in paragraph 1 above.
4. Vested MLP Phantom Units will be paid by the Company as soon as
reasonably practicable following each vesting date.
5. DERs with respect to the MLP Phantom Units will be credited (without
interest) to a Company ledger account (the "DER Account") for your benefit and
upon payment of any vested MLP Phantom Units, the amounts then credited to your
DER Account with respect to such vested units will be paid to you in cash. Any
amount credited to the DER Account with respect to unvested MLP Phantom Units
will be forfeited if and whenever such MLP Phantom Units are forfeited.
<PAGE>
Mr. Kent Finley -3- November 23, 1998
6. The Company will withhold any taxes due from your compensation as
required by law, which, in the sole discretion of the Committee, may include
withholding a number of MLP Common Units otherwise payable to you.
PLAINS ALL AMERICAN INC.
By: /s/ Harry N. Pefanis
--------------------
Name: Harry N. Pefanis
Title: President
<PAGE>
EXHIBIT 99.7
November 23, 1998
Mr. Jim Stewart
6311 Kingscrest Lane
Spring, Texas 77389
Re: Grant of MLP Phantom Units
Dear Jim:
I am pleased to inform you that the Company hereby grants to you
50,000 MLP Phantom Units, with an equal number of distribution equivalent rights
("DERs"). A MLP Phantom Unit is a right to receive, upon vesting as provided
below, a Common Unit of Plains All American Pipeline, L.P. (the "MLP") and a DER
is a right to receive an amount in cash from the Company equal to the
distributions made by MLP with respect to a Common Unit during the period ending
on the earlier of December 31, 2003 or the date the tandem MLP Phantom Unit is
paid to you or forfeited. The terms of this grant are set forth below.
1. Subject to the further vesting provisions below, the MLP Phantom Units
will become vested (nonforfeitable) as follows:
(a) on December 31, 1999, (i) 2/9ths of the total number of MLP
Phantom Units granted you (the "Total Units") shall become vested if the
Operating Surplus of the MLP for 1999 equals or exceeds the sum of the
Minimum Quarterly Distributions ("MQDs") for such year with respect to the
Common Units and the related General Partner Interest, and (ii) an
additional 1/9th of the Total Units shall become vested if the Operating
Surplus of the MLP for 1999 equals or exceeds the sum of the MQDs with
respect to the Common Units and Subordinated Units and the related General
Partner Interest for 1999;
(b) on December 31, 2000, (i) an additional 2/9ths of the Total Units
shall become vested if the Operating Surplus of the MLP for 2000 equals or
exceeds the sum of the MQDs for such year with respect to the Common Units
and the related General Partner Interest, and (ii) an additional 1/9th of
the Total Units shall become vested if the Operating Surplus of the MLP for
2000 equals or exceeds the sum of the MQDs with respect to the Common Units
and Subordinated Units and the related General Partner Interest for 2000;
<PAGE>
Mr. Jim Stewart -2- November 23, 1999
(c) on December 31, 2001, (i) an additional 2/9ths of the Total Units
shall become vested if the Operating Surplus of the MLP for 2001 equals or
exceeds the sum of the MQDs for such year with respect to the Common Units
and the related General Partner Interest, and (ii) an additional 1/9th of
the Total Units shall become vested if the Operating Surplus of the MLP for
2001 equals or exceeds the sum of the MQDs with respect to the Common Units
and Subordinated Units and the related General Partner Interest for 2001;
(d) the MLP Phantom Units that would have vested at the end of 1999,
2000, or 2001 had the MQDs been paid such year(s) shall become vested on
the date any arrearages in MQDs for such year(s) are paid;
(e) any MLP Phantom Units which have not vested pursuant
subparagraphs (a)(ii), (b)(ii), or (c)(ii) above as of December 31, 2001
shall become vested upon, and in the same proportion as, the conversion of
Subordinated Units to Common Units; and
(f) if the Company is removed as the General Partner of the MLP other
than for Cause prior to January 1, 2002, the Phantom Units shall become
vested on the date of such removal.
The terms Operating Surplus, Minimum Quarterly Distribution, General Partner
Interest, and Cause shall have their respective meanings as set forth in the
Amended and Restated Agreement of Limited Partnership of Plains All American
Pipeline, L.P.; provided, however, Operating Surplus included in clause (a)(i)
of the definition of Operating Surplus shall be excluded for purposes of this
Agreement.
2. In the event of your termination of employment with the Company and
its affiliates for any reason other than your death or a disability that
entitles you to benefits under the long-term disability plan of the Company
("Disability"), all of your MLP Phantom Units not then vested shall
automatically be forfeited unpaid as of your date of termination.
3. In the event of your termination of employment with the Company and
its affiliates due to your death or Disability, your MLP Phantom Units shall
continue to vest as provided in paragraph 1 above.
4. Vested MLP Phantom Units will be paid by the Company as soon as
reasonably practicable following each vesting date.
5. DERs with respect to the MLP Phantom Units will be credited (without
interest) to a Company ledger account (the "DER Account") for your benefit and
upon payment of any vested MLP Phantom Units, the amounts then credited to your
DER Account with respect to such vested units will be paid to you in cash. Any
amount credited to the DER Account with respect to unvested MLP Phantom Units
will be forfeited if and whenever such MLP Phantom Units are forfeited.
<PAGE>
Mr. Jim Stewart -3- November 23, 1999
6. The Company will withhold any taxes due from your compensation as
required by law, which, in the sole discretion of the Committee, may include
withholding a number of MLP Common Units otherwise payable to you.
PLAINS ALL AMERICAN INC.
By: /s/ Harry N. Pefanis
--------------------
Name: Harry N. Pefanis
Title: President
<PAGE>
EXHIBIT 99.8
November 23, 1998
Mr. Mark Thomas
5004 Stoneleigh Drive
Midland, Texas 79705
Re: Grant of MLP Phantom Units
Dear Mark:
I am pleased to inform you that the Company hereby grants to you
50,000 MLP Phantom Units, with an equal number of distribution equivalent rights
("DERs"). A MLP Phantom Unit is a right to receive, upon vesting as provided
below, a Common Unit of Plains All American Pipeline, L.P. (the "MLP") and a DER
is a right to receive an amount in cash from the Company equal to the
distributions made by MLP with respect to a Common Unit during the period ending
on the earlier of December 31, 2003 or the date the tandem MLP Phantom Unit is
paid to you or forfeited. The terms of this grant are set forth below.
1. Subject to the further vesting provisions below, the MLP Phantom Units
will become vested (nonforfeitable) as follows:
(a) on December 31, 1999, (i) 2/9ths of the total number of MLP
Phantom Units granted you (the "Total Units") shall become vested if the
Operating Surplus of the MLP for 1999 equals or exceeds the sum of the
Minimum Quarterly Distributions ("MQDs") for such year with respect to the
Common Units and the related General Partner Interest, and (ii) an
additional 1/9th of the Total Units shall become vested if the Operating
Surplus of the MLP for 1999 equals or exceeds the sum of the MQDs with
respect to the Common Units and Subordinated Units and the related General
Partner Interest for 1999;
(b) on December 31, 2000, (i) an additional 2/9ths of the Total Units
shall become vested if the Operating Surplus of the MLP for 2000 equals or
exceeds the sum of the MQDs for such year with respect to the Common Units
and the related General Partner Interest, and (ii) an additional 1/9th of
the Total Units shall become vested if the Operating Surplus of the MLP for
2000 equals or exceeds the sum of the MQDs with respect to the Common Units
and Subordinated Units and the related General Partner Interest for 2000;
<PAGE>
Mr. Mark Thomas -2- November 23, 1998
(c) on December 31, 2001, (i) an additional 2/9ths of the Total Units
shall become vested if the Operating Surplus of the MLP for 2001 equals or
exceeds the sum of the MQDs for such year with respect to the Common Units
and the related General Partner Interest, and (ii) an additional 1/9th of
the Total Units shall become vested if the Operating Surplus of the MLP for
2001 equals or exceeds the sum of the MQDs with respect to the Common Units
and Subordinated Units and the related General Partner Interest for 2001;
(d) the MLP Phantom Units that would have vested at the end of 1999,
2000, or 2001 had the MQDs been paid such year(s) shall become vested on
the date any arrearages in MQDs for such year(s) are paid;
(e) any MLP Phantom Units which have not vested pursuant
subparagraphs (a)(ii), (b)(ii), or (c)(ii) above as of December 31, 2001
shall become vested upon, and in the same proportion as, the conversion of
Subordinated Units to Common Units; and
(f) if the Company is removed as the General Partner of the MLP other
than for Cause prior to January 1, 2002, the Phantom Units shall become
vested on the date of such removal.
The terms Operating Surplus, Minimum Quarterly Distribution, General Partner
Interest, and Cause shall have their respective meanings as set forth in the
Amended and Restated Agreement of Limited Partnership of Plains All American
Pipeline, L.P.; provided, however, Operating Surplus included in clause (a)(i)
of the definition of Operating Surplus shall be excluded for purposes of this
Agreement.
2. In the event of your termination of employment with the Company and
its affiliates for any reason other than your death or a disability that
entitles you to benefits under the long-term disability plan of the Company
("Disability"), all of your MLP Phantom Units not then vested shall
automatically be forfeited unpaid as of your date of termination.
3. In the event of your termination of employment with the Company and
its affiliates due to your death or Disability, your MLP Phantom Units shall
continue to vest as provided in paragraph 1 above.
4. Vested MLP Phantom Units will be paid by the Company as soon as
reasonably practicable following each vesting date.
5. DERs with respect to the MLP Phantom Units will be credited (without
interest) to a Company ledger account (the "DER Account") for your benefit and
upon payment of any vested MLP Phantom Units, the amounts then credited to your
DER Account with respect to such vested units will be paid to you in cash. Any
amount credited to the DER Account with respect to unvested MLP Phantom Units
will be forfeited if and whenever such MLP Phantom Units are forfeited.
<PAGE>
Mr. Mark Thomas -3- November 23, 1998
6. The Company will withhold any taxes due from your compensation as
required by law, which, in the sole discretion of the Committee, may include
withholding a number of MLP Common Units otherwise payable to you.
PLAINS ALL AMERICAN INC.
By: /s/ Harry N. Pefanis
--------------------
Name: Harry N. Pefanis
Title: President
