**Exhibit 10.11**

 

## ***SECOND AMENDMENT TO EMPLOYMENT AGREEMENT***

## *** ***

This Second Amendment toEmployment Agreement (“Second Amendment”) is entered into between CPNOServices, L.P., a Texas limited partnership (“Employer”), R. Bruce Northcutt (“Employee”),and the entities set forth on Exhibit A hereto (the “Copano ControllingEntities”) effective as of this 1st day of March, 2005 (the “Effective Date”).  Capitalized terms used in this SecondAmendment that are not otherwise defined herein shall have the meanings set forthin the Employment Agreement.

 

**RECITALS**

 

WHEREAS, Copano/Operations,Inc., a Texas corporation (“Copano Operations”), the Copano ControllingEntities (or their predecessors) and Employee have entered into an EmploymentAgreement dated April 9, 2003, as amended by that certain First Amendment toEmployment Agreement dated July 30, 2004 (“Employment Agreement”); and

 

WHEREAS, pursuant to Section13 of the Employment Agreement, Copano Operations assigned its rights andobligations thereunder to Employer effective January 1, 2005;

 

WHEREAS, the parties havedetermined that it is in their mutual interest to further amend the EmploymentAgreement, and take certain other actions, as set forth herein;

 

NOW, THEREFORE, for and inconsideration of the premises and the mutual agreements contained herein andfor other good and valuable consideration, the receipt, adequacy andsufficiency of which are hereby acknowledged, Employer, Employee and the CopanoControlling Entities hereby agree as follows:

 

**AGREEMENT**

 

**SECTION1.         *Amendmentsto Employment Agreement*.**  The Employment Agreement is hereby amended asfollows:

 

A.            Thefirst sentence of Section 4.1 is amended in its entirety to read asfollows:  “Employee shall be paideffective March 1, 2005 an annual base salary of $226,000 (the “Base Salary”),subject to Employer’s standard payroll practice and all customary payrolldeductions.”

 

B.            Section4.2 of the Employment Agreement is hereby amended:

 

1.                                       by inserting the words “Prior to April 28,2005,” at the beginning of the first sentence of the Section; and

 

2.                                       by inserting the following sentence at theend of the Section: “From and after April 28, 2005, Employee shall be eligibleto participate in the Copano Energy, L.L.C. Management Incentive CompensationPlan dated January 1, 2005 or any substitute incentive compensation plan as maybe in effect from time to time for the benefit of executive officers of CopanoHoldings (the “Management Bonus Plan”); provided, however, that in the eventthat at any time there is no Management Bonus Plan in effect, Employee shall beeligible to earn an annual incentive cash bonus upon the same terms as ineffect prior to April 28, 2005.”

 

C.            Section 4.5 of the Employment Agreement is hereby deletedin its entirety.

 

D.            Section 6.1(b)(d) is hereby deleted in its entirety andreplaced with the following:

 

“(d)(i) if with respect to any period prior to April 28, 2005, any bonus grantedbut not paid; provided however, in the event of termination of this Agreementpursuant to Section 6.1(a)(ii) or (iii), the governing bodies of the Copano Controlling Entities shall make adetermination with respect to any bonus earned by Employee pursuant to Section4.2 for the period commencing upon the most recent anniversary of theCommencement Date, and Employee or his estate shall additionally be entitled toreceive such bonus, if any or (ii) if respect to any period subsequent to April27, 2005, any bonus to which Employee is entitled under the Management BonusPlan or if not then in effect, a bonus upon the same terms as those in

 

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effect for periods prior toApril 28, 2005.”

 

# **SECTION 2.         *Employment Agreement to Remain in Full Force andEffect***.  The Employment Agreement, asamended hereby, shall remain in full force and effect.

 

# **SECTION 3.         *Further Assurances***.  The parties will execute suchadditional documents and instruments, and take such further actions, as arenecessary or appropriate to give effect to the terms of this Second Amendment.

 

# **SECTION 4.         *Applicable Law***.  This Second Amendment shall begoverned by and construed in accordance with laws in the state of Texas.

 

# **SECTION 5.         *Execution***. This Second Amendment may be executed inmultiple counterparts, each of which shall be deemed in original but all ofwhich shall be deemed one instrument.

 

IN WITNESS WHEREOF, theparties have executed this Second Amendment as of the day and year firstwritten above, to be effective for all purposes as of the Effective Date.

 

 
|   | /s/ R. Bruce Northcutt                     |
|--------|--------------------------------------------|
|   | R. Bruce Northcutt                         |
|   |                                       |
|   |                                       |
|   | CPNO SERVICES, L.P.                        |
|   | By:                                        | CPNO Services GP, L.L.C.,  its General Partner |
|   |                                       |   |
|   |                                       |   |
|   |                                       |   | By: | /s/ John R. Eckel, Jr. |
|   |                                       |   |   | John R. Eckel, Jr.,  Chairman and Chief  Executive Officer |
|   |                                       |   |
|   |                                       |   |
|   | COPANO ENERGY SERVICES GP,  L.L.C.         |
|   |                                       |
|   |                                       |
|   | By:                                        | /s/ John R. Eckel, Jr. |
|   |                                       | John R. Eckel, Jr.,  Chairman and Chief |
|   |                                       | Executive Officer |
|   |                                       |   |
|   |                                       |   |
|   | COPANO ENERGY SERVICES  (TEXAS) GP, L.L.C. |
|   |                                       |   |
|   |                                       |   |
|   | By:                                        | /s/ John R. Eckel, Jr. |
|   |                                       | John R. Eckel, Jr.,  Chairman and Chief |
|   |                                       | Executive Officer |
|   |                                       |   |
|   |                                       |   |
|   | COPANO FIELD SERVICES GP,  L.L.C.          |
|   |                                       |   |
|   |                                       |   |
|   | By:                                        | /s/ John R. Eckel, Jr. |
|   |                                       | John R. Eckel, Jr.,  Chairman and Chief |
|   |                                       | Executive Officer |

 

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|   | COPANO FIELD  SERVICES/CENTRAL GULF COAST  GP, L.L.C. |
|--------|-------------------------------------------------------|
|   |                                                  |   |
|   |                                                  |   |
|   | By:                                                   | /s/ John R. Eckel, Jr. |
|   |                                                  | John R. Eckel, Jr.,  Chairman and Chief |
|   |                                                  | Executive Officer |
|   |                                                  |   |
|   |                                                  |   |
|   | COPANO NGL SERVICES GP,  L.L.C.                       |
|   |                                                  |   |
|   |                                                  |   |
|   | By:                                                   | /s/ John R. Eckel, Jr. |
|   |                                                  | John R. Eckel, Jr.,  Chairman and Chief |
|   |                                                  | Executive Officer |
|   |                                                  |   |
|   |                                                  |   |
|   | COPANO PIPELINES GP,  L.L.C.                          |
|   |                                                  |   |
|   |                                                  |   |
|   | By:                                                   | /s/ John R. Eckel, Jr. |
|   |                                                  | John R. Eckel, Jr.,  Chairman and Chief |
|   |                                                  | Executive Officer |
|   |                                                  |   |
|   |                                                  |   |
|   | COPANO PIPELINES (TEXAS)  GP, L.L.C.                  |
|   |                                                  |   |
|   |                                                  |   |
|   | By:                                                   | /s/ John R. Eckel, Jr. |
|   |                                                  | John R. Eckel, Jr.,  Chairman and Chief |
|   |                                                  | Executive Officer |
|   |                                                  |   |
|   |                                                  |   |
|   | COPANO PROCESSING GP,  L.L.C.                         |
|   |                                                  |   |
|   |                                                  |   |
|   | By:                                                   | /s/ John R. Eckel, Jr. |
|   |                                                  | John R. Eckel, Jr.,  Chairman and Chief |
|   |                                                  | Executive Officer |
|   |                                                  |   |
|   |                                                  |   |
|   | COPANO/WEBB-DUVAL PIPELINE  GP, L.L.C.                |
|   |                                                  |   |
|   |                                                  |   |
|   | By:                                                   | /s/ John R. Eckel, Jr. |
|   |                                                  | John R. Eckel, Jr.,  Chairman and Chief |
|   |                                                  | Executive Officer |

 

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| ACCEPTED AND AGREED:                    |
|-----------------------------------------|
|                                    |
|                                    |
| COPANO ENERGY, L.L.C.                   |
| (F/K/A COPANO ENERGY  HOLDINGS, L.L.C.) |
|                                    |
|                                    |
| By:                                     | /s/ John R. Eckel, Jr. |   |
|                                    | John R. Eckel, Jr.,  Chairman and Chief |
|                                    | Executive Officer |

 

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**Exhibit A**

 

Copano Controlling Entities:

 

Copano Energy Services GP, L.L.C.

Copano Energy Services (Texas) GP, L.L.C.

Copano Field Services GP, L.L.C.

Copano Field Services/Central Gulf Coast GP,L.L.C.

Copano NGL Services GP, L.L.C.

Copano Pipelines GP, L.L.C.

Copano Pipelines (Texas) GP, L.L.C.

Copano Processing GP, L.L.C.

Copano/Webb-Duval Pipeline GP, L.L.C.

 

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