TR PERFORMANCE UNIT AWARD UNDER THE OCI RESOURCE PARTNERS LLC 2013 LONG-TERM INCENTIVE PLAN

Grant of TR Performance Units and Performance Distribution Equivalents. Pursuant to Section 6.5 of the Plan, the Company, on April X, 2015 (the “Grant Date”), granted the Participant an Award in the form of [_______] TR Performance Units (which number of performance units shall be referred to herein as the “Target Units”), subject to the terms and conditions of the Plan and this Agreement. “TR” means total return with respect to a Common Unit, determined consistent with Section 3(d).

In addition, pursuant to Section 6.5 of the Plan and on the Grant Date, the Company granted to the Participant a number of Performance Distribution Equivalents equal to the number of TR Performance Units, which Award represents the right to receive an amount equal to the accumulated cash distributions made during the period beginning on January 1, 2015, and ending on the Vesting Date with respect to each Common Unit, if any, delivered to the Participant in settlement of any vested TR Performance Units. The Performance Distribution Equivalents shall be subject to the same vesting and forfeiture conditions as well as such other terms and conditions as apply to the TR Performance Units. All amounts payable with respect to a Performance Distribution Equivalent shall, subject to vesting of such Performance Distribution Equivalent, be accumulated and paid, without interest, at the same time the related vested TR Performance Unit is settled.

TR Performance Units do not represent actual Common Units, but rather represent a right, subject to the terms of the Plan and this Agreement, to receive a number of Common Units equal to the product of (i) the Target Units multiplied by (ii) the TR% of Target. Performance Distribution Equivalents do not represent actual Common Units, but rather represent a right, subject to the terms of the Plan and this Agreement, to receive an amount equal to the cash distributions paid during period beginning on January 1, 2015, and ending on the Vesting Date with respect to the number of Common Units to be delivered as determined pursuant to the immediately preceding sentence. No Common Units shall be issued to the Participant at the time the grant is made, and the Participant shall not be, nor have any of the rights or privileges of, a Common Unit holder with respect to the TR Performance Units or the Performance Distribution Equivalents. TR Performance Units granted to Participant and any amounts accumulated with respect to Performance Distribution Equivalents shall be credited to a bookkeeping account established and maintained for the Participant; the existence of such bookkeeping account shall not obligate the Company to set aside or otherwise segregate any assets with respect to the Award.

Terms and Conditions. No Award shall be earned or become vested and Participant’s interest in the TR Performance Units and Performance Distribution Equivalents granted hereunder shall be forfeited, except to the extent that the following paragraphs are satisfied.

 

Performance Criteria. To the extent not previously forfeited and except as otherwise provided herein, Participant’s TR Performance Units and Performance Distribution Equivalents shall vest as of the date the Administrator determines the TR % of Target (as defined below), which determination shall be made as soon as practicable after the end of the Measurement Period and shall be based on the following formula (to the nearest whole TR Performance Unit).

(i)

“Starting Unit Price” means (i) with respect to the Partnership, the average Fair Market Value of a Common Unit over the 20-trading-day period commencing January 1, 2015 and (ii) with respect to a member of the Peer Group, the average closing price of a common unit of such member over the 20-trading-day period commencing January 1, 2015.

(ii)

“Ending Unit Price” means (i) with respect to the Partnership, the average Fair Market Value of a Common Unit over the 20-trading-day period ending December 31, 2017 and (ii) with respect to a member of the Peer Group, the average closing price of a common unit of such member over the 20-trading-day period ending December 31, 2017.

(iii)

“Distributions” means the total amount of distributions paid (i) with respect to the Partnership, on a Common Unit over the Measurement Period and (ii) with respect to a member of the Peer Group, on a common unit of such member over the Measurement Period.

4.

Vested Awards. As soon as practicable after the end of the Measurement Period, a determination shall be made by the Administrator of the number of TR Performance Units and Performance Distribution Equivalents that have vested. The date as of which the Administrator so determines the number of TR Performance Units and Performance Distribution Equivalents vesting shall be the “Determination Date.” The Determination Date and any other date upon which TR Performance Units and Performance Distribution Equivalents vest pursuant to this Agreement shall be the “Vesting Date.” Performance Distribution Equivalents shall cease on the Vesting Date to accumulate distributions with respect to Common Units. Any TR Performance Units and Performance Distribution Equivalents (and accumulated distributions associated with such Performance Distribution Equivalents) that do not vest shall be immediately forfeited for no consideration.

 

Change in Control. Notwithstanding anything in this Agreement to the contrary, upon a Change in Control, the following rules shall apply:

7.

After the Measurement Period. Notwithstanding anything in this Agreement to the contrary, if, after the Measurement Period ends, but prior to the Determination Date, the Participant dies or becomes Disabled while in the employ of the Company or an Affiliate, upon such date of death or Disability, the Participant’s outstanding TR Performance Units and Performance Distribution Equivalents shall be earned and vest, if at all, based on the attainment of such performance criteria as described in Section 3, as determined by the Administrator. Any remaining TR Performance Units and Performance Distribution Equivalents shall be immediately forfeited for no consideration.

8.

Forfeiture. Except as otherwise provided in this Agreement, all unvested TR Performance Units and Performance Distribution Equivalents (and accumulated distributions associated with such Performance Distribution Equivalents) shall be forfeited if Participant’s employment with the Company or an Affiliate terminates for any reason.

9.

Time of Payment. Settlement of Participant’s vested TR Performance Units and Performance Distribution Equivalents will be made within ninety (90) days after the Vesting Date, but in no event later than March 15th of the calendar year immediately following the calendar year which contains the Vesting Date.

10.

Form of Payment. The vested TR Performance Units shall be settled in whole Common Units. Vested Performance Distribution Equivalents shall be settled in cash.

11.

Death of Participant. If Participant dies prior to the payment of his earned and vested TR Performance Units and Performance Distribution Equivalents, an amount in cash equal to the value of the Participant’s vested, non-forfeitable TR Performance Units as of the Vesting Date and of the vested, non-forfeitable Performance Distribution Equivalents shall be paid to his or her beneficiary. Participant shall have the right to designate a beneficiary in accordance with procedures established under the Plan for such purpose. If Participant fails to designate a beneficiary, or if at the time of the Participant’s death there is no surviving beneficiary, any amounts payable will be paid to the Participant’s estate.

Taxes. The Company will withhold from the Award the number of Common Units and the amount of cash distributable pursuant to this Agreement necessary to satisfy Federal tax-withholding requirements and state and local tax-withholding requirements with respect to the state and locality designated by the Participant as their place of residence in the Company’s system of record at the time the award becomes taxable, except to the extent otherwise determined to be required by the Company, subject, however, to any special rules or provisions that may apply to Participants who are non-US employees (working inside or outside of the United States) or US employees working outside of the United States. It is the Participant’s responsibility to properly report all income and remit all Federal, state, and local taxes that may be due to the relevant taxing authorities as the result of receiving this Award. The Company makes no commitment or guarantee to the Participant that any federal, state, local or other tax treatment will (or will not) apply or be available to any person eligible for benefits under this Award Agreement and assumes no liability whatsoever for the tax consequences to the Participant. The Participant shall be solely responsible for and liable for any and all tax consequences (including but not limited to any interest or penalties) as a result of participation in the Plan.

13.

No Right to Continued Employment. Neither this Award nor the granting, vesting or settlement of TR Performance Units or Performance Distribution Equivalents shall confer upon the Participant any right with respect to continuance of employment by or other service with the Company or an Affiliate, nor shall it interfere in any way with the right of the Company or an Affiliate to terminate the Participant’s employment or other service at any time.

 14.

Governing Law. These Awards and this Agreement shall be governed by the laws of the State of Delaware and applicable Federal law.

15.

Conflicts. In the event of any conflict between the provisions of the Plan and the provisions of this Agreement, the provisions of the Plan shall govern.

16.

Binding Effect. Subject to the limitations stated above and in the Plan, this Agreement shall be binding upon and inure to the benefit of the legatees, distributees, and personal representatives of Participant and the successors of the Company.