exv10w16



 





Exhibit 10.16




SEPARATION AGREEMENT AND RELEASE




     This Separation Agreement and Release (the “Agreement”) contains the terms and
conditions reached among EAGLE ROCK ENERGY G&P, LLC (the “Employer”), EAGLE ROCK HOLDINGS,
L.P. (“Holdings”) and Joan A. W. Schnepp (the “Employee”) in connection with the
Employee’s permanent separation from employment with the Employer.



     WHEREAS, the Employee has tendered her resignation from all positions and offices she
currently holds at the Employer ;



     WHEREAS, the board of directors of the Employer has accepted such resignation and has
authorized the Employer to enter into this Agreement as the final agreement of the Employer
relating to the separation of the Employee from the Employer; and



     WHEREAS, Holdings, which is the sole member of the Employer, has agreed to accelerate certain
vesting obligations with respect to the Employee as part of the agreed separation in recognition of
the years of service the Employee has provided to the Employer and the Released Parties (as defined
in Section 4(e), below).



     In consideration of the mutual promises and covenants contained herein, the parties
voluntarily agree as follows:



     1. Separation from Employment; Final Pay; Benefits. The Employee’s employment with
the Employer ended effective January 31, 2007 (the “Separation Date”). As of the
Separation Date, the Employee permanently resigns all offices, directorships, and positions, if
any, with the Employer or any of the other Released Parties (as defined in Section 4(e), below).
From and after the Separation Date, the Employee shall not hold herself out to the public as an
employee or agent of the Employer or any of the other Released Parties. Whether or not the
Employee signs this Agreement, the Employee will receive her base compensation in accordance with
the Employer’s normal payroll practices through the Separation Date and will receive from the
Employer reimbursement for authorized and reasonable business expenses incurred by the Employee
through the Separation Date, if any, in accordance with the Employer’s customary practices and upon
receipt of appropriate documentation.



     The Employee’s participation in and eligibility for all employee benefits provided by the
Employer ends on the Separation Date unless in accordance with the terms of the applicable plans
and in accordance with applicable law the ending of such participation and eligibility would fall
on a different date. Nothing in this Agreement, however, affects the Employee’s right to continue
or convert coverage under certain employee benefit plans, in accordance with the terms of those
plans and applicable law, including the Employee’s right to elect continued coverage under
Employer’s group health, dental, and vision plan in accordance with the Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”). Employee’s participation in and eligibility for any
bonus, incentive, or equity compensation plans or practices of the Employer or the other Released
Parties ends on the Separation Date, except as set forth in this Agreement.



 









 





     2. Termination of Prior Agreements. In consideration of the mutual promises and
undertakings set out in this Agreement, the parties agree that all prior agreements including, but
not limited to any employment agreement, or arrangement, whether written or oral (the “Prior
Agreements”) between (a) the Employer and the Employee, and (b) the Employee and any of the
other Released Parties (as defined in Section 4(e), below) shall be terminated as of the Separation
Date. The parties further agree that, as of the Separation Date, the Employer and the other
Released Parties shall have no further liabilities, obligations, or duties to the Employee, and the
Employee shall forfeit all rights and benefits, under the Prior Agreements, except that the parties
agree that the foregoing shall not have an effect on the (i) Amended and Restated Agreement of
Limited Partnership of Eagle Rock Holdings, L.P. dated April 25, 2005, as further amended (the
“Holdings LP Agreement”); (ii) the Limited Liability Company Regulations of Eagle Rock GP,
L.L.C. dated December 5, 2003, as amended (the “Regulations,”); (iii) the Amended and
Restated Voting and Transfer Restriction Agreement dated effective as of October 24, 2006, between,
among others, Eagle Rock Holdings, L.P., Eagle Rock GP, L.L.C., Alex Bucher and Employee (the
Voting Agreement”) or (iv) the Confidentiality and Noncopetition Agreement dated December
5, 2003 among Eagle Rock Holdings LP, Eagle Rock Energy Inc. and Employee (the “Confidentiality
Agreement”). The Holdings LP Agreement, Regulations, Voting Agreement and the Confidentiality
Agreement are collectively referred to as the “Surviving Agreements”.. The parties further
agree that, provided that there is no default in the payment of the consideration to Emplyee
provided in Section 3, the Employee’s obligations under Prior Agreements relating to covenants not
to compete or nonsolicitation of customers or employees of the Employer or any other Released
Parties shall survive the ending of the Employee’s employment with the Employer and the termination
of such Prior Agreements until July 31, 2008.



     3. Consideration. In consideration of the Employee’s promises and undertakings set
out in this Agreement, and contingent on the Employee’s acceptance of this Agreement,
non-revocation of her acceptance, and performance of all her obligations under this Agreement, the
following shall occur:



          (a) The Employer agrees to pay to the Employee the sum of $300,000, less legally required
withholdings and deductions, which is equivalent to eighteen months’ base compensation, in equal or
nearly installments beginning on the Employer’s first payroll date that is at least five business
days after the Effective Date and ending on the last payroll date on or before March 15, 2008;




          (b) If Employee timely elects continued coverage under COBRA, the Employer agrees to pay on
Employee’s behalf or waive payment of the cost of continuing coverage for Employee under Employer’s
group health, dental, and vision plan in accordance with the Employee’s election, provided that the
Employer’s obligation shall end on the earlier of (i) March 10, 2008 or (ii) such time as the
Employee first becomes employed and eligible for any similar type of benefit plan (regardless of
the scope of coverage or cost to participate) with her new employer, provided further that if on
March 10, 2008, the Employee is still eligible for COBRA continuation coverage, the Employer shall
pay the Employee a lump sum amount equivalent to the monthly cost of continuing coverage for the
number of months remaining in the




 









 




COBRA eligibility period. Employee understands that the value of the COBRA premiums that are paid
or waived by the Employer will be reported by the Employer as compensation to Employee;




          (c) Holdings agrees to accelerate vesting of all Tier II Options and Tier III Options held by
the Employee as of the date hereof as set forth in the Holdings LP Agreement, such that effective
upon the Effective Date all such options shall be fully vested. Holdings agrees not to treat any
Incentive Units or Incentive Options (as defined in the Holdings LP Agreement) held by the Employee
as being forfeited by reason of the Employee’s termination of employment. Holdings shall take
reasonable actions to carry out the foregoing and document such accelerated vesting as reasonably
necessary; and




          (d) If the Employer declares any bonus to be paid to employees covering any period ending on
or before December 31, 2006, the Employee shall be paid her portion of such bonus, as determined in
the sole discretion of the board of directors or the compensation committee of the Employer, in
accordance with the Employer’s normal bonus practices and shall receive her portion, less legally
required withholdings and deductions, at the same time as the other recipients receive the bonus
compensation.




     4. Releases.



          (a) In consideration of the promises set forth in Section 3 above and the other
promises and undertakings of the Employer and any Released Parties set out in this Agreement,
Employee (for herself and for her spouse, representatives, heirs, successors and assigns)
voluntarily, completely, and unconditionally releases, waives, and forever discharges to the
maximum extent permitted by law the Released Parties (defined below) from any and all claims,
demands, liabilities, and causes of action of whatever kind or character, whether vicarious,
derivative, or direct, and whether known or unknown (individually a “Claim” and
collectively the “Claims”), that Employee now may have or ever has had against the Released
Parties. Notwithstanding the foregoing, this provision shall not release Employee’s ownership of
or rights to (i) Employee’s existing capital accounts with any of the Released Parties by virtue of
her ownership interests in such entities, or her right to receive allocations to and distributions
from such capital accounts in the manner provided in the Holdings LP Agreement and the Regulations,
as applicable, (ii) Employee’s ability to trade any publicly traded securities of any of the
Release Parties held by Employee as of the date of the Agreement, or (iii) enforce obligations of
any of the Released Parties arising from and after the Effective Date relating to any of the
Surviving Agreements.




          (b) Subject to the exclusions stated in Section 4(a) and 4(d), the Claims released and waived
by this Section include but are not limited to: (i) any and all Claims growing out of, resulting
from, or connected in any way with the Employee’s employment or ending of employment with the
Employer or the employment practices of the Employer; (ii) any and all Claims based on any federal,
state, or local statutory or common law or constitutional provision that applies or is asserted to
apply, directly or indirectly, to the employment relationship or employment practices, such as
Claims based on contract or in




 









 




tort and Claims under the Civil Rights Acts of 1866, 1871, 1964, and 1991; the Americans with
Disabilities Act; the Age Discrimination in Employment Act; the Fair Labor Standards Act; the Equal
Pay Act; the Family and Medical Leave Act; the Employee Retirement Income Security Act; the Fair
Credit Reporting Act; the Worker Adjustment and Retraining Notification Act; the Sarbanes-Oxley
Act; any other federal, state, or local statute, rule, order, or ordinance; and any amendments to
the statutes just named or identified; (iii) any Claims for breach or otherwise arising out of or
related to the Prior Agreements; and (iv) any and all Claims based on any other act, conduct, or
omission of any of the Released Parties.




          (c) The Employee acknowledges and agrees that she forever waives any right to recover, and
will not request or accept, anything of value from any of the Released Parties as compensation or
damages growing out of, resulting from, or connected in any way with the employment or ending of
Employee’s employment with the Employer or the other Released Parties, with the employment
practices of the Employer or the other Released Parties, with the Prior Agreements, or with any
other act, conduct, or omission of any of the Released Parties, other than the amounts set forth in
Section 3 above, whether sought directly by her or by any administrative agency or other public
authority, individual, or group of individuals on her behalf.




          (d) This Section does not waive any Claims that may arise after the Employee signs this
Agreement, any rights that arise under this Agreement, or any claim for unemployment or workers’
compensation benefits.




          (e) The “Released Parties” are (i) the Employer; (ii) Holdings; (iii) any other
parent, subsidiary, affiliate, predecessor, successor, or assign of the foregoing parties; and (iv)
any current or former officer, director, partner, shareholder, owner, member, manager, joint
venturer, trustee, fiduciary, agent, employee, associate, representative, employee benefit plan,
insurer, or attorney of the entities and persons named or described in (i)-(iii).




          (f) In consideration of the promises and undertakings of the Employee set out in this
Agreement, each of the Released Parties voluntarily, completely, and unconditionally releases,
waives, and forever discharges to the maximum extent permitted by law the Employee from any and all
claims, demands, liabilities, and causes of action of whatever kind or character, whether
vicarious, derivative, or direct, and whether known or unknown that each of the Released Parties
now may have or ever has had against the Employee. Notwithstanding the foregoing, this Section
does not waive any claims that may arise after the Employee signs this Agreement or any rights that
arise under this Agreement.




     5. Property and Information of the Employer. Upon written request from the Employer,
the Employee shall promptly return to the Employer, and shall not remove, destroy, or delete, any
and all physical, intellectual, or other property and information, in whatever form or media, and
all copies thereof whether or not the original was deleted or destroyed, of the Employer that are
in her possession or control, including without limitation physical property such as cellular
telephone, credit cards, bank cards or information, PDA, computer, keys, access



 









 




cards; passwords to the Employer’s information systems; Confidential Information (as defined in
Section 6(a) below); physical or electronic documents that she received from or sent to any
employee of the Employer, that she copied from the files or records of the Employer, or that she
otherwise had access to during her employment. This Section does not apply to, and the Employee
may retain a copy of, personnel, benefit, or payroll documents concerning only her.




     6. Other Obligations, Commitments, and Representations of the Employee.



          (a) Confidential Information. The Employee acknowledges and agrees that all of the
documents and information which the Employee created in connection with, or to which the Employee
had access to during, the Employee’s employment and which relate to the business or operations of
the Employer or any of the Released Parties are the property of the Employer and are considered
proprietary and confidential (“Confidential Information”). The Confidential Information
includes, without limitation, all documents or information, in whatever form or medium, concerning
or evidencing the business or operations of the Employer; sales; volumes; costs; pricing;
strategies; forecasts and long range plans; financial and tax information; personnel information
(other than as relates solely to the Employee); business, marketing and operational projections,
plans and opportunities; and customer, vendor, and supplier information; but excluding any such
information that is or becomes generally available to the public other than as a result the breach
of the Employee of this Agreement or other contractual or common-law obligation of the Employee.
Confidential Information shall not, however, include information that (i) is or has become part of
the public domain (other than from disclosure by Employee in violation of this Agreement, any Prior
Agreements, or duties owed to the Employer or other Released Parties), (ii) was rightfully in the
possession of Employee, as shown by Employee’s records, prior to the date of receipt by Employee
and which is not directly applicable to the business of the Employer or any of its properties or
assets, (iii) is lawfully acquired by Employee from any third party not bound by an obligation of
confidence to the Employer; or (iv) is independently developed by or for the Employee without using
Confidential Information. From and after the Separation Date, the Employee shall not disclose, or
use for the Employee’s or any third parties’ benefit, any of the Confidential Information without
the prior written consent of an authorized officer of the Employer. The Employee’s obligations in
this Agreement with respect to the Confidential Information are in addition to any of her
applicable, contractual (whether under the Prior Agreements or otherwise), statutory, or common-law
obligations.




          (b) Confidentiality of Agreement. The Employee and the Released Parties shall keep
the fact and terms of this Agreement confidential unless publicly disclosed by the Employer or any
of the Released Parties as required by law. The Employee’s obligations under this Section 6(c)
shall not apply to disclosures to the Employee’s counsel, spouse, accountant, or financial advisor,
provided such persons have agreed to keep the terms of this Agreement confidential.




          (c) Non-Prosecution; No Other Actions. Except as requested by the Employer, as
permitted by law that supersedes the terms of this Agreement, or as compelled by valid legal
process, the Employee shall not: (i) assist, cooperate with, or supply information of any kind to
any individual or private-party litigant or their agents or attorneys concerning the formation,
continuation, terms and conditions, or ending of the Employee’s or any other




 









 




employee’s employment with the Employer or the employment practices of the Employer; or the
business or operations of the Employer; or (ii) initiate or assist any other person in connection
with any investigation, inquiry, or any other action of any kind with respect to the Employer’s
employment practices, business, or operations. Similarly, unless otherwise required by law or
other legal process, the Released Parties shall not initiate or assist any other person in
connection with any investigation, inquiry, or any other action of any kind with respect to the
Claims released by them pursuant hereto.




          (d) Notice to the Employer of Certain Inquiries/Request for Information and
Cooperation. Unless prohibited by law, if the Employee believes that she is required or
permitted by law or valid legal process (including without limitation by oral questions,
interrogatory, request for documents, subpoena, or civil investigative demand), to disclose or
discuss the existence and terms of this Agreement, the Confidential Information, or information
concerning the employment or ending of the Employee’s or any other employee’s employment with the
Employer or the employment practices of the Employer, or the business or operations of the Employer
or any of the Released Parties, the Employee shall notify the Employer’s Chief Executive Officer in
writing before making any such disclosures and sufficiently in advance of the time when any such
disclosures are to be made to allow the Employer (or any of the Released Parties) to assert any
rights it or they may have with respect to such disclosures. The Employee agrees that if she is
contacted by any attorney or adverse party who is pursuing, or investigating a possible, claim or
lawsuit against the Employer or its affiliates (or any of its or their successors), she will notify
the Employer’s Chief Executive Officer in writing before providing any information to such attorney
or adverse party. The Employee further agrees that, if requested, she will meet and confer with
counsel for the Employer before interviewing with, meeting with, providing information to, or
giving a statement to any attorney or party who is adverse to the Employer or any of the Released
Parties in a pending or threatened claim or lawsuit.




          (e) No Violations. The Employee represents that she has not informed the Employer or
any of the other Released Parties of, and that she is unaware of, any alleged violations of law,
the Employer’s standards of business conduct or personnel policies, or other misconduct by Employer
or any of the other Released Parties that have not been resolved satisfactorily by the Employer.




          (f) Consulting Services. So long as the payments set forth in Section 3 above are
made, for the 18-month period after the Effective Date and provided that Alex Bucher remains the
Chief Executive Officer of Employer, Employee agrees, as reasonably requested from time to time by
the Chief Executive Officer of the Employer, to be available in person, by e-mail or phone to
provide transitional advice and counsel in matters related to her former responsibilities. The
Employee agrees to make herself reasonably available to the Chief Executive Officer for
consultation and take reasonable additional actions to accommodate such arrangement to provide
meaningful advice to the Chief Executive Officer. The Chief Executive Officer will endeavor to
provide one day’s notice of a telephone conference and two days’ notice of an in-person meeting.
Unless agreed to by Employer and Employee, any in person meeting will take place at Employer’s
principal office in Houston, Texas. Notwithstanding the foregoing, in relation to Employer’s
demands upon Employee for consulting services, Employer agrees to take into consideration
Employee’s reasonable scheduling conflicts. The Employee shall not be




 









 




entitled to receive any compensation, other than as set forth in Section 3 above, for these
consulting services.




          (g) Independent Contractor. Employee shall perform all consulting services under this
Agreement as an “independent contractor” and not as an employee of Employer (however, such
independent contractor status shall not affect the Employer’s required withholding obligations as
set forth in this Agreement or as required by applicable law). Employee shall not represent in any
manner, express or implied, that Employee is an employee, legal representative, partner, affiliate,
shareholder or joint venture partner of the Employer. This Agreement does not represent a
continuing working relationship between the parties. Nothing in this Agreement shall be construed
to confer upon Employee any authority to bind, commit or make warranties for the Employer to any
third party in any way without the express written consent of Employer, which consent shall set
forth the specific purpose for which it is given. The Employer shall provide such access to its
information and property as may be reasonably required in order to permit Employee to perform her
obligations of this Agreement.




          (h) Cooperation. The Employee agrees to cooperate fully and completely with the
Employer and the Released Parties (or any of its or their successors), at their request, in all
pending and future litigation, investigations, arbitrations, and/or other fact-finding or
adjudicative proceedings, public or private, involving the Employer or its affiliates (or any of
its or their successors). This obligation includes but is not limited to the Employee promptly
meeting with counsel for the Employer or the Released Parties (or any of its or their successors)
at reasonable times upon their request, and providing testimony in court, before an arbitrator or
other convening authority, or upon deposition that is truthful, accurate, and complete, according
to information known to the Employee. The Employer agrees to reimburse the Employee, upon
submission of substantiating documentation, for necessary and reasonable expenses incurred by the
Employee while providing cooperation in accordance with this Agreement. The Employer also agrees
to pay the Employee $1,000 for each day in which the Employee provides eight hours or more of
cooperation in accordance with this Agreement and $500 for each day in which the Employee provides
less than eight hours of cooperation in accordance with this Agreement.




          (i) Non-solicitation. The Employee agrees that from the Separation Date through July
31, 2008, she shall not, directly or indirectly, (i) solicit for employment any person (other than
any personal secretary or assistant hired to work directly for the Employee) employed by the
Employer or any Released Party as of the Separation Date; (ii) solicit for employment any person
known by the Employee (after reasonable inquiry) to be employed at the time by the Employer or any
Released Party as of the date of the solicitation; (iii) participate in any way in the hiring
process of any individual described in clause (i) or (ii); or (iv) solicit or otherwise encourage
any customer or other person with a business relationship with the Employer or any Released Party
to terminate, curtail, or otherwise limit such business relationship. The Employee’s obligations
in this Agreement with respect to non-solicitation are in addition to any of her applicable,
contractual (whether under the Prior Agreements or otherwise), statutory, or common-law
obligations.




     7. Effective Date; Right to Revoke; Effect of Revocation. This Agreement will become
effective and enforceable on the eighth day after the Employee signs and returns it to the



 









 




Employer (the “Effective Date”). At any time before the Effective Date, the Employee may
revoke her acceptance of this Agreement by so notifying Employer’s Chief Executive Officer in
writing. The Employee acknowledges that if she timely revokes her acceptance of this Agreement,
she will not be entitled to and will not receive the consideration as set forth in Section 3 above.




     8. Acknowledgements; Time for Consideration. By signing this Agreement, Employee
acknowledges that she is advised by the Employer to consult with an attorney before signing this
Agreement and has had sufficient time to do so; that she has been given sufficient time to read and
understand, and has read and understands, the meaning and effect of signing this Agreement
and has the opportunity to review this Agreement for a period of up to 21 days from the date of
the Employer’s signature hereof; that she may expressly waive such 21-day period by executing and
delivering this Agreement prior to the expiration of such 21-day period; that she is not relying on
any statements, promises, or representations that are not set out in this Agreement, but instead is
relying on her own judgment in consultation with her attorney, if any; that her execution of this
Agreement thus is knowingly and voluntarily; that pursuant to this Agreement she is receiving
consideration in addition to anything of value to which she otherwise is or would be entitled to
receive; that she has not made any modifications to the Agreement as it was originally presented to
her by the Employer or that any modifications made by her have been approved by the Employer; and
that any modifications to this Agreement, whether material or immaterial, that are made by the
Employer after it was originally presented to her do not extend or restart the period of time for
her to consider and accept the Agreement.



     9. Entire Agreement; Choice of Law, Venue; Jury Waiver. This Agreement represents the
entire agreement of the parties with respect to the matters contained herein, and supersedes all
prior agreements and understandings, written and oral, between the parties with respect thereto.
The parties hereby (i) agree that this Agreement is governed by and shall be construed and enforced
in accordance with Texas law, excluding its choice-of-law principles that would require the
application of the law of another state; (ii) submit and consent to the exclusive jurisdiction,
including removal jurisdiction, of the state and federal courts located in Harris County, Texas for
any action or proceeding relating to this Agreement or the Employee’s employment or separation from
employment; (iii) waive any objection to such venue; (iv) agree that any judgment in any such
action or proceeding may be enforced in other jurisdictions; and (v) irrevocably waive the right to
trial by jury and agree not to ask for a jury in any such proceeding.



     10. No Admission of Liability. Each of the Employee and the Released Parties
understand and agree that this Agreement does not in any manner constitute an admission of
liability or wrongdoing by the other, but that any such liability or wrongdoing is expressly
denied; and that, except to the extent necessary to enforce this Agreement, neither the Agreement
nor any part of it may be construed as, used, or admitted into evidence in any judicial,
administrative, or arbitral proceeding, as an admission of any kind by any of the parties.



     11. Severability. In the event that any provision or portion of this Agreement shall
be determined to be invalid or unenforceable for any reason in whole or in part, the remaining



 









 




provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect
to the fullest extent permitted by law.




     12. Notices. Unless otherwise provided in this Agreement, any notices required or
permitted under this Agreement shall be in writing and delivered by hand, messenger, courier, or by
registered or certified mail to the addresses set forth on the signature pages hereof



     13. Assignment. The Employee’s obligations, rights, and benefits under this Agreement
are personal to the Employee and shall not be assigned to any person or entity without written
consent from the Employer. The parties acknowledge and agree that this Agreement shall be binding
upon and inure to the benefit of the parties and their respective heirs, legal representatives,
successors, and permitted assigns.



     14. Counterparts. This Agreement may be executed originally or by facsimile in one or
more counterparts, each of which shall be deemed an original and all of which together shall be
considered one and the same agreement.



[Signature Page Follows]




 









 






     IN WITNESS OF THIS AGREEMENT, the parties have executed this Agreement as of the date
indicated below.



     Executed this 9th day of February, 2007.



	 	 	 	 	 
	 	EAGLE ROCK ENERGY G&P, LLC

 	 
	 	By:  	/s/ Alex A. Bucher
 	 
	 	 	Alex A. Bucher, Chief Executive Officer 	 
	 	 	 	 
	 




     Executed this 9th day of February, 2007.



	 	 	 	 	 
	 	EAGLE ROCK HOLDINGS, L.P.

 	 
	 	By:  	EAGLE ROCK GP, L.L.C
 	 
	 	 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	     /s/ Alex A. Bucher
 	 
	 	 	Alex A. Bucher, Chief Executive Officer 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	Address:





16701 Greenspoint Park Drive

Suite 200

Houston, TX 77060

 	 
	 	 	 
	 	 	 
	 	 	 
	 




     Executed this 9th day of February, 2007.



	 	 	 	 	 
	 	EAGLE ROCK GP, L.L.C

 	 
	 	By:  	/s/ Alex A. Bucher
 	 
	 	 	Alex A. Bucher, Chief Executive Officer 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	Address:





16701 Greenspoint Park Drive

Suite 200

Houston, TX 77060

 	 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 




     Executed this 9th day of February, 2007.



	 	 	 	 	 
	 	EAGLE ROCK ENERGY PARTNERS, L.P.

 	 
	 	By:  	EAGLE ROCK ENERGY GP, L.L.C
 	 
	 	 	 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	     /s/ Alex A. Bucher
 	 
	 	 	Alex A. Bucher, Chief Executive Officer 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	Address:





16701 Greenspoint Park Drive

Suite 200

Houston, TX 77060

 	 
	 	 	 
	 	 	 
	 	 	 
	 




     Executed this 9th day of February, 2007.



	 	 	 	 	 
	 	EAGLE ROCK ENERGY GP, L.L.C.

 	 
	 	By:  	/s/ Alex A. Bucher
 	 
	 	 	Alex A. Bucher, Chief Executive Officer 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	Address:





16701 Greenspoint Park Drive

Suite 200

Houston, TX 77060

 	 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 




     Executed this 9th day of February, 2007.



	 	 	 	 	 
	 	EMPLOYEE:

 	 
	 	/s/ JOAN A. W. SCHNEPP
 	 
	 	JOAN A. W. SCHNEPP 	 
	 	 	 
	 



	 	 	 	 	 
	 	Address:







19615 Firesign Drive

Humble, TX 77346