MARKWEST HYDROCARBON, INC.
2006 STOCK INCENTIVE PLAN
Section 1. Purpose .
The purpose of the Plan is to promote the interests of the Company and its stockholders by aiding the
Company in attracting, retaining and motivating persons performing services for the Company and its Affiliates,
including the services of experienced and knowledgeable independent directors of the Company, and by
motivating such persons to contribute to the growth and profitability of the Company.
Section 2. Definitions .
As used in the Plan, the following terms shall have the meanings set forth below:
(a) “Affiliate” shall include all entities with which the Company would be considered a “single
employer” under Code Section 414(b) or (c), except that “50 percent” shall be substituted for “80 percent” (i) in
applying Code Sections 1563(a)(1), (2) and (3) (for purposes of determining a controlled group of corporations
under Code Section 414(b)), and (ii) in applying Treasury Regulations Section 1.414(c)-2 (for purposes of
determining trades or businesses that are under common control under Code Section 414(c)).
(b) “Award” means any Option, Stock Appreciation Right, or Restricted Stock granted under the
(c) “Award Agreement” means any written agreement, contract or other instrument or document
evidencing any Award granted under the Plan.
(d) “Board” means the Board of Directors of the Company.
(e) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any
regulations promulgated thereunder.
(f) “Committee” means a committee of the Board designated by such Board to administer the
Plan, which shall consist of members appointed from time to time by the Board.
(g) “Company” means MarkWest Hydrocarbon, Inc., a Delaware corporation, and any successor
(h) “Dividend Equivalent” means any righ