## ***Exhibit 10.14***

 

 

**FIRST AMENDMENT TO EMPLOYMENT AGREEMENT**

 

This First Amendment toEmployment Agreement (“First Amendment”) is entered into between CPNO Services,L.P., a Texas limited partnership (“Employer”), and James J. Gibson, III (“Employee”),effective as of this 1st day of March, 2005 (the “Effective Date”).  Capitalized terms used in this FirstAmendment that are not otherwise defined herein shall have the meanings setforth in the Employment Agreement.

 

**RECITALS**

 

WHEREAS, Copano/Operations,Inc., a Texas corporation (“Copano Operations”) and Employee have entered intoan Employment Agreement effective October 1, 2004 (the “Employment Agreement”);and

 

WHEREAS, pursuant to Section10.5 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 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 and Employee herebyagree as follows:

 

**AGREEMENT**

 

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

 

A.                                   The first sentence of Section 3.1 is amendedin its entirety to read as follows:  “Inconsideration for his services hereunder during the term of the Employee’semployment under this Agreement and the covenants contained in this Agreement,Employee shall be paid beginning on March 1, 2005, the amount of ElevenThousand Two Hundred Fifty Dollars per month ($11,250.00) (“Salary”),payable in accordance with the usual payroll practices of the Company andsubject to all customary payroll deductions.”

 

B.            Section 3.2 of the EmploymentAgreement is hereby amended:

 

1.                           by inserting the words “For periods prior toJanuary 1, 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 January 1, 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 January 1, 2005.”

 

C.                                     Section 3.3(b) of the Employment Agreement ishereby amended in its entirety to read as follows:  “(b) reimbursement for routine automobilemaintenance expenses and gasoline expenses incurred for Company purposes;”.

 

D.                                    Section4.3 of the Employment Agreement is hereby amended by inserting at the end ofthe first sentence the phrase “; provided, however, that, notwithstandingsubsection (d) hereof, for any periods subsequent to December 31, 2004, theEmployee’s right to receive any bonus payment is governed solely by theprovisions of the Management Bonus Plan for so long as the Management BonusPlan is in effect”.

 

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

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# **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 First Amendment.

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

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# **SECTION 5.         *Execution***.  This First Amendment may beexecuted in multiple counterparts, each of which shall be deemed in originalbut all of which shall be deemed one instrument.

 

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

 

 
|                                    | /s/ James J. Gibson, III                |
|-----------------------------------------|-----------------------------------------|
|                                    | James J. Gibson, III                    |
|                                    |                                    |
|                                    |                                    |
|                                    | 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 |
|                                    |                                    |   |
|                                    |                                    |   |
| 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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