Form of Plains Aap, L.P. Class B Restricted Units Agreement

Exhibit 10.1 PLAINS AAP, L.P. CLASS B
RESTRICTED UNITS AGREEMENT This PLAINS AAP, L.P. CLASS B RESTRICTED UNITS AGREEMENT (this " Agreement" ) is entered into as of August 29, 2007 (the " Grant Date" ) * by and between PLAINS AAP, L.P. , a Delaware limited partnership (the " Partnership" ), and (" Executive" ). RECITALS: WHEREAS , to provide an incentive to Executive to enhance the profitability and growth of the Partnership and its Affiliates and to encourage Executive to remain employed by the Partnership or its Affiliates, the Partnership desires to grant to Executive Class B Units (the " Granted Units" ) on the Grant Date, which Granted Units shall have such rights, designations and preferences as are set forth in this Agreement and the Partnership Agreement; WHEREAS , as of the date hereof, the Partnership has 2,300,000 Class A Units outstanding and 200,000 Class B Units authorized for issuance (including the Class B Units being issued under this Agreement); WHEREAS , the Partnership and Executive desire to enter into this Agreement to evidence certain terms and conditions that relate to the grant, ownership and transfer of the Granted Units; and NOW, THEREFORE , in consideration of the mutual agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partnership and Executive agree as follows: ARTICLE 1
DEFINITIONS AND CONSTRUCTION 1.1 Construction . Unless the context requires otherwise: (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter; (b) references to Sections refer to sections of this Agreement; (c) references to Exhibits refer to the Exhibits attached to this Agreement, each of which is made a part hereof for all purposes; (d) references to money refer to legal currency of the United States of America; and (e) the word " including" means " including without limitation." 1.2 Definitions . Capitalized terms used in this Agreement (including Exhibit A attached hereto) that are not defined in this Section 1.2 or in the body of this Agreement shall have the meanings given to them in the Partnership Agreement. " Affiliate" of a person means any person controlling, controlled by, or under common control with such person. As used herein, the terms " controlling" , " controlled by" and " under * As modified December 28, 2007


common control with" mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a person. For the purposes of the preceding sentence, control shall be deemed to exist when a person possesses, directly or indirectly, through one or more intermediaries (a) in the case of a corporation, more than 50% of the outstanding voting securities thereof; (b) in the case of a limited liability company, partnership, limited partnership or venture, the right to more than 50% of the voting membership, general partner or equivalent interest therein; or (c) in the case of any other person, more than 50% of the economic or beneficial interest therein. " Applicable Class B Units" means at a particular time, collectively, the Vested Units and the Earned Units then outstanding, and the " Earned Units" and " Vested Units" then outstanding under all Other Class B Restricted Unit Agreements. " Board" means the Board of Directors or governing board or committee of the Company. " Call Event" means, with respect to an Earned Unit, the termination of Executive' s employment with the Company and its Affiliates for any reason (including death or disability) prior to January 1, 2016, other than (i) a termination of employment by Executive for a Good Reason or (ii) a termination of Executive' s employment by the Company and its Affiliates other than for Cause. " Call Option" means the Partnership' s option to repurchase Earned Units upon or following a Call Event, as provided in Exhibit A. " Call Value" of an Earned Unit means: (a) if neither the Class A Units or the IPO Entity Class A Units are publicly traded on the date of the Call Event, the product of (1) the value (in U.S. dollars) of a Class A Unit on the date of such Call Event that would reasonably be expected to be realized in an open market sale on arm' s length terms to a person who is not an Affiliate of the seller or the buyer, having regard to all relevant factors, but without regard to (x) the availability or lack of availability of a market for such Class A Units or (y) any minority discount that would otherwise be applicable to such Class A Units (the " Class A Unit Value" ), and (2) the Conversion Factor. For purposes of the foregoing, the " Class A Unit Value" shall be determined as follows: (i) During the ten-day period following the date on which a Call Event occurs, upon the request of the Partnership, Executive and the Partnership shall each submit to the other such party' s respective written proposal as to the Class A Unit Value. If the higher proposal is not more than 10% higher than the lower proposal, then the Class A Unit Value shall be equal to the average of such proposals.

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(ii) In the event that one of the proposals submitted under clause (i) above is more than 10% higher than the other proposal, then within ten business days after the submission of such proposals, the Partnership and Executive shall jointly select and retain a managing director in an independent nationally recognized investment bank (the " Appraiser" ). In the event that such parties fail to jointly select the Appraiser within such time period, then at the request of the Partnership or Executive, the American Arbitration Association shall provide them with a list of at least five Appraiser candidates and each of the Partnership and Executive shall be allowed to strike not more than two names from the list and rank the remaining Appraiser candidates in order of acceptance within three business days of receipt of the list. The highest ranking Appraiser candidate who remains on the list shall serve as the Appraiser. The Appraiser shall be requested to make his determination within a period of 30 days after the deadline for submissions to be made by the Partnership and Executive pursuant to clause (i) above, or as soon as practicable thereafter. (iii) Within five business days of the appointment of the Appraiser, each of the Partnership and Executive shall submit to the Appraiser (A) his or its proposed determination of the Class A Unit Value provided to the other party pursuant to clause (i) above, (B) a list of factors that he or it believes to be relevant in the determination of the Class A Unit Value, and (C) the reasons for that proposed value. In addition, each of the Partnership and Executive shall at the same time deliver to the other a copy of any submission or information supplied by the Partnership and Executive to the Appraiser. (iv) The Appraiser shall then make his own determination (having requested such further information from the Partnership, Executive and/or the Company as it shall require) of the Class A Unit Value. (v) The Appraiser shall certify to each of the Partnership, Executive and the Company (A) that, having considered the respective submissions of the Partnership and Executive, he has made his own determination of the Class A Unit Value according to the principles of the definition of Class A Unit Value in this Agreement and (B) the proposed value of either the Partnership or Executive that he has determined to be closer to the Class A Unit Value as determined by the Appraiser (the " Closest Value" ). The Closest Value, whether proposed by the Partnership and Executive, as so certified by the Appraiser shall thereupon be deemed to be the Class A Unit Value for purposes of this Agreement, unless the Floor Value, as determined below in item (vii), is higher, in which event the Floor Value shall be the Class A Unit Value for purposes of this Agreement. Notwithstanding anything to the contrary set forth herein, at any time prior to the Appraiser' s certification of the Closest Value pursuant to this clause (v), either the Executive or the Partnership may deliver written notice to the other party accepting such party' s written proposal as to the Class A Unit Value, and the value of such party' s proposal shall thereupon be deemed to be the Class A Unit Value for purposes of this Agreement.

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(vi) The fees and expenses of the Appraiser shall be paid by the Partnership. The Appraiser shall act as an expert and not as an arbitrator and his determination shall be final and binding upon the Partnership and Executive in the absence of manifest error. The Appraiser shall have no liability to any of the Partnership, Executive, the Company in respect of his determination. (vii) The Floor Value shall be equal to the product of (1) multiplied by (2) where: (1) is the average of the " trading multiples" of the five most comparable publicly traded general partner units (the five most comparable publicly traded general partners units shall be determined in good faith by the Board). A " trading multiple" shall be calculated by dividing (i) the closing sales price per unit on the Call Event date by (ii) the product of four and the amount of the most recent quarterly cash distributions made on a per unit basis on or prior to the Call Event Date; and (2) is the most recent quarterly distribution paid with respect to a Class A Unit (excluding for this purpose any distribution paid only with respect to a Class A Unit (and, if applicable, the General Partner) that is funded by indebtedness) on or prior to the Call Event date, multiplied by four. (b) if either the Class A Units or the IPO Entity Class A Units are publicly traded on the date of the Call Event, the product of (1) the Conversion Factor, and (2) the closing sales price of a publicly traded Class A Unit (or IPO Entity Class A Unit, as the case may be) on the Call Event date. " Capital Call" means the occurrence of an event that requires the partners to make a cash contribution to the Partnership pursuant to Section 3.1(b) of the Partnership Agreement. " Capital Call Amount" means, with respect to a particular Capital Call, the aggregate amount of the cash contributions required to be made to the Partnership by its partners in connection therewith. " Cause" means the termination of Executive' s employment with the Partnership and its Affiliates by the Board upon (i) a finding by the Board that Executive has substantially failed to perform the duties and responsibilities of his position at an acceptable level and after written notice specifying such failure in detail and after a reasonable period under the circumstances (determined by the Board in good faith) such failure has continued without full correction by Executive, (ii) Executive' s conviction of or guilty plea to the committing of an act or acts constituting a felony under the laws of the United States or any state thereof or any misdemeanor involving moral turpitude or (iii) any action by Executive involving personal dishonesty, theft or fraud in connection with Executive' s duties as an employee of the Company or any of its Affiliates.

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" Change in Control" means the determination by the Board that one of the following events has occurred: (a) prior to a GP IPO: (i) the Company ceases to retain direct or indirect control over the Partnership; (ii) the Persons who own member interests in the Company on the Grant Date and the respective Affiliates of such Persons (such owners and Affiliates being referred to as the " Owner Affiliates" ) cease to own directly or indirectly at least 50% of the member interest of the Company; (iii) a " person" or " group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes after the Grant Date the " beneficial owner" (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of more than 50% of the member interest of the Company; or (iv) a transfer, sale, exchange or other disposition in a single transaction or series of transactions (whether by merger or otherwise) of all or substantially all of the assets of the Partnership or the MLP to one or more persons who are not Affiliates of the Partnership, other than a transaction in which the Owner Affiliates become the " beneficial owners" , directly or indirectly, of more than 50% of the voting power of such person or persons immediately following such transaction; provided, however, that no Change of Control shall be deemed to have occurred in connection with a restructuring or reorganization related to a GP IPO if the Owner Affiliates retain direct or indirect control over the IPO Entity and the Company; and (b) from and after the consummation of a GP IPO: (i) the Owner Affiliates cease to retain direct or indirect control over the IPO Entity or the Partnership; (ii) (x) a " person" or " group" other than the Owner Affiliates becomes the " beneficial owner" directly or indirectly of 25% or more of the member interest in the general partner of the IPO Entity, and (y) the member interest beneficially owned by such " person" or " group" exceeds the aggregate member interest in the general partner of the IPO Entity beneficially owned, directly or indirectly, by the Owner Affiliates; or (iii) a direct or indirect transfer, sale, exchange or other disposition in a single transaction or series of transactions (whether by merger or otherwise) of all or substantially all of the assets of the IPO Entity or the MLP to one or more persons who are not Affiliates of the IPO Entity (" third party or parties" ), other than a transaction in which the Owner Affiliates continue to beneficially own, directly or indirectly, more than 50% of the voting power of such third party or parties immediately following such transaction.

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" Class A Unit" means a Class A common unit of the Partnership. " Class B Unit" means a Class B common unit of the Partnership. " Company" means Plains All American GP LLC, a Delaware limited liability company and the general partner of the Partnership. " Conversion Factor" means, as of a particular time, a fraction, (a) the numerator of which is the most recent regular quarterly cash distribution paid with respect to an Earned Unit or Vested Unit, and (b) the denominator of which is the most recent regular quarterly cash distribution paid with respect to a Class A Unit (excluding, for this purpose, any cash distribution paid only with respect to a Class A Unit (and, if applicable, the General Partner) and that is funded by indebtedness) or, following a GP IPO, an IPO Entity Class A Unit; (excluding for this purpose any special or extraordinary cash distribution paid with respect to an IPO Entity Class A Unit that is funded by indebtedness). " Earned Unit" means, as of any date, a Granted Unit that has become " earned," as provided in Section 2.2(b), subject to the proviso to Section 2.2(a). " Exchange Act" means the Securities Exchange Act of 1934, as amended. " Forfeiture Event" means, with respect to a Restricted Unit, the termination of Executive' s employment with the Company and its Affiliates for any reason (including death or disability). " Good Reason" means any one of the following acts or omissions by the Partnership or the Company (or any successor thereto): (a) any material breach by the Partnership of this Agreement; (b) any requirement by the Company that Executive relocate outside of a radius of 25 miles from the Partnership' s principal executive offices as of the date hereof; (c) the failure of any successor to the Partnership to assume this Agreement; (d) any material overall reduction in Executive' s authority, responsibilities, or duties (taking into account additional authority, responsibilities or duties associated with the overall growth of the Partnership or MLP or associated with a promotion or lateral transfer accepted by Executive); or (e) the assignment to Executive of any duties materially inconsistent with his then current position, other than in connection with a promotion or lateral transfer accepted by Executive.Unless Executive gives written notice to the Board that an act or omission constitutes Good Reason within 30 days of the date Executive becomes aware of such act or omission, or reasonably should have become aware of such act or omission, such act or omission shall not constitute Good Reason.

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" GP IPO" means an initial registered public offering of equity interests in an entity that owns directly or indirectly at least 75% of the incentive distribution rights issued by the MLP. " IPO Entity" means, with respect to a GP IPO, the entity that is registering its equity interests under the Securities Act of 1933 in connection with such GP IPO. " IPO Entity Class A Unit" means, with respect to a GP IPO, the equity interests of the IPO Entity that are sold in such GP IPO. " MLP" means Plains All American Pipeline, LP, a Delaware limited partnership. " MLP Quarterly Distribution" means the amount of the quarterly cash distribution made with respect to a common unit of the MLP on the relevant quarterly distribution date for the MLP. " Other Class B Restricted Unit Agreement" means any Class B Restricted Unit Agreement (other than this Agreement) entered into between the Partnership and any person on terms that are substantially similar to those set forth in this Agreement (other than as to (i) the number of " Granted Units" granted thereunder, which may differ from the number of Granted Units hereunder, (ii) any date set forth in such agreement, which may differ from the corresponding date set forth in this Agreement and (iii) the schedule set forth in Section 2.2(b), which may differ as to " MLP Quarterly Distribution per MLP Common Unit" and/or " Percentage of Initially Granted Units that Become Earned Units" ), as such agreement ma ...