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Incentive Bonus.  You shall be entitled to an incentive bonus of $[______] (the “Incentive Bonus”), payable in accordance with the schedule set forth in Section 2.

Payment Schedule.  Provided that you remain employed by the Company on each Payment Date (as defined below) and subject to certain exceptions as provided in Section 4, the Incentive Bonus will be paid to you in two cash installment payments equal to one-half (1/2) of the amount of the Incentive Bonus (less all required tax withholdings) (each, an “Installment Payment”). Subject to the terms and conditions of this Agreement, each Installment Payment will be payable as follows:

The first Installment Payment will be paid to you as soon as administratively practicable after the execution of this Agreement.

The second Installment Payment will be paid to you as soon as administratively practicable (but in all events, within thirty (30) days) following the earlier of (i) the closing of any out of court Restructuring Transaction, (ii) the Partnership’s emergence from any chapter 11 case filed with the United States Bankruptcy Court (“Bankruptcy Court”) pursuant to chapter 11 of title 11 of the United States Code, which emergence shall be the date the Partnership files a notice with the Bankruptcy Court that its chapter 11 plan has become effective, (iii) the date in which the Bankruptcy Court enters an order of conversion from a chapter 11 case described in clause (ii) to a chapter 7 case and (iv) 12 months following the date of this Agreement (each, the “Expiration Date”).

Clawback; Forfeiture.  Notwithstanding anything herein to the contrary, if prior to the Expiration Date, you voluntarily terminate your employment with the Company without Good Reason or your employment is terminated by the Company for Cause, you agree that (a) you shall forfeit all of your rights to payment of any remaining Installment Payments, and (b) you will re-pay to the Company the total amount of each Installment Payment paid prior to such termination, within five (5) days after receipt of a written notice of the Company requiring the same.

Nonforfeiture.  If your employment with the Company is terminated without Cause, by you for Good Reason, or by reason of Disability or death, in each case, prior to the Expiration Date, you (or your estate or beneficiaries, as applicable) shall remain eligible to receive any scheduled Installment Payment after such termination date on the scheduled Payment Date. If any of the foregoing terminations occur prior to the Expiration Date, any previously paid Installment Payments will not be subject to the clawback provision in Section 3 above.

Release of Claims.  Your retention of all or any portion of the Incentive Bonus on account of a termination of employment by the Company without Cause or by you for Good Reason shall be contingent on your execution and non-revocation of an agreement, in a standard form provided by the Company, granting a full release of all actual and potential claims you have or may have against the Company or its affiliates.

409A.  The payments and benefits under this Agreement are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively “Section 409A”) and, accordingly, to the

maximum extent permitted, this Agreement shall be interpreted to be exempt from Section 409A.  

Assignment.  You may not assign your rights under this Agreement except upon your death.  The Company may assign its obligations hereunder to any successor (including any acquirer of substantially all of the assets of the Company).

Entire Agreement.  This Agreement sets forth the entire understanding of the Company and you regarding the subject matter hereof and supersedes all prior agreements, understandings and inducements, whether express or implied, oral or written, with respect to such subject matter. No modification or amendment of this Agreement shall be effective without a prior written agreement signed by you and the Company.

Notices. All notices, approvals and other communications required or permitted to be given under this Agreement shall be in writing and shall be validly served or given if delivered in person, electronically (with read receipt acknowledgment), mailed by first class mail (registered or certified, return receipt requested), or overnight air courier with proof of delivery (i) if to the Company, at its principal corporate offices addressed to the attention of General Counsel, and (ii) if to you, at your home address as such address may appear on the records of the Company, or to such other address as such party may hereafter specify in written notice to the other party.

Confidentiality. You hereby agree, to the maximum extent permitted by law, to, and cause your affiliates and representatives to, keep confidential the existence and the terms of this Agreement; provided, however, that (i) you may disclose the terms of this Agreement to your financial or legal advisers who reasonably need to have access to such information to provide services to you, provided that you have made such advisors aware of the confidential nature of such information prior to disclosure, and (ii) you may disclose the terms of this Agreement if required to do so by any applicable legal requirement so long as reasonable prior notice of such required disclosure is given to the Company.

Governing Law; WAIVER OF JURY TRIAL.  To the maximum extent permitted by law, this Agreement is governed by and to be construed in accordance with the laws of the State of Texas, without regard to conflicts of laws principles thereof. The parties to this Agreement each hereby irrevocably submits to the non-exclusive jurisdiction of Texas or federal court sitting in Harris County in any action or proceeding arising out of or relating to this Agreement, and all such parties hereby irrevocably agree that all claims in respect of such action or proceeding may be heard and determined in Texas or federal court and hereby irrevocably waive, to the fullest extent that they may legally do so, the defense of an inconvenient forum to the maintenance of such action or proceeding.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Tax.  Amounts payable under this Agreement shall be subject to withholding for federal, state, local or foreign taxes (including, but not limited to, any social security contributions) as shall be required to be withheld pursuant to any applicable law or regulation.

Waiver.  Failure by either party to exercise, or any delay in exercising, any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.

Severability.  In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Counterpart Originals.  This Agreement may be executed in two or more counterparts, and by the different parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Agreement electronically (including portable document format (pdf.)) or by facsimile shall be as effective as delivery of a manually executed counterpart of this Agreement.