Unassociated Document


    

      Exhibit
        10.1

      


      AMENDED
        AND RESTATED EMPLOYMENT AGREEMENT

       

      THIS
        AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of August 15, 2008 (together
        with any Exhibits hereto, the “Agreement”),
        is
        entered into by and between BreitBurn Management Company, LLC (“BMC”),
        BreitBurn GP, LLC ( “BBGP”),
        and
        James G. Jackson (the “Executive”).
        As
        used herein, the term “Employer”
shall
        be deemed to refer to BMC and/or BBGP, as the context requires. 

       

      WHEREAS,
        the Executive and the Employer are currently parties to that certain Employment
        Agreement, dated July 7, 2006 as amended by that certain Amendment to Employment
        Agreement dated October 10, 2006 (the “Prior
        Agreement”);

       

      WHEREAS,
        the Executive and the Employer wish to amend and restate the terms of their
        employment relationship; and

       

      WHEREAS,
        the Employer and the Executive wish to enter into this Amended and Restated
        Employment Agreement, in the capacities and on the terms set forth in this
        Agreement, and to supersede and replace in its entirety the Prior
        Agreement.

       

      NOW,
        THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

       

      1. Definitions.
        All
        capitalized terms not defined herein shall have the meanings set forth in
        Exhibit
        A
        hereto.

       

      2. Employment
        Period.
        The
        Employer hereby agrees to continue to employ the Executive, and the Executive
        hereby agrees to continue such employment, subject to the terms and conditions
        of this Agreement, during the period (the “Employment
        Period”)
        beginning on August 15, 2008 (the “Commencement
        Date”)
        and
        ending on January 1, 2011 or such earlier date upon which the Executive’s
        employment is terminated as provided herein. Provided that the Employment
        Period
        has not already terminated, commencing on January 1, 2011 (and each January
        1
        thereafter), the term of this Agreement shall automatically be extended for
        one
        additional year, unless at least ninety days prior to any such January 1,
        the
        Employer or the Executive gives written notice to the other party that it
        or he,
        as the case may be, does not wish to so extend the term of this Agreement.
        Notwithstanding the foregoing, the Employment Period shall end on the Date
        of
        Termination.

       

      3. Terms
        of Employment.
        

       

      (a)
         Position
        and Duties.
        

       

      (i)
         Position.
        During
        the Employment Period, the Executive shall be employed as the Executive Vice
        President and Chief Financial Officer of the Employer (“EVP/CFO”),
        with
        the usual and customary duties of such office in entities of a similar nature
        and size. The Executive shall also serve subsidiaries and affiliates of the
        Employer in such other capacities, in roles consistent with his position
        as
        EVP/CFO, in addition to the foregoing as the Employer shall designate, and
        the
        Executive shall have such other duties, responsibilities and authority as
        the
        Boards of Directors of BMC or BBGP, as applicable (the “Board”
or
        “Boards”
as
        the
        context requires)
        may
        specify from time to time, in each case, in roles consistent with his position
        as EVP/CFO. In no event shall the Executive be entitled to any additional
        compensation (from the Employer or otherwise) for services rendered to any
        other
        affiliate of the Employer (the Employer and any other affiliated entities
        for
        which the Executive provides such services, the “BreitBurn
        Entities”).
        The
        Executive shall report directly to the Co-Chief Executive Officers of the
        Employer.

      


      
        
          
          

        

        
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      (ii) Exclusivity.
        During
        the Employment Period, and excluding any periods of vacation and sick leave
        to
        which the Executive is entitled under this Agreement, the Executive shall
        devote
        substantially full-time attention and time during normal business hours to
        the
        business and affairs of the BreitBurn Entities consistent with Section 3
        hereof.
        During the Employment Period it shall not be a violation of this Agreement
        for
        the Executive to (A) carry on other non-competitive business ventures with
        the
        consent of the Employer or its nominee (not to be unreasonably withheld),
        (B)
        serve on the boards or committees of such ventures or trade associations
        or
        civic or charitable organizations or to engage in activities with such entities,
        (C) deliver lectures, fulfill speaking engagements or teach at educational
        institutions and (D) manage personal investments, so long as such activities
        do
        not significantly interfere with the performance of the Executive’s
        responsibilities as an employee of the Employer in accordance with this
        Agreement. The Executive shall be entitled to retain all compensation
        attributable to activities permitted under this Section 3(a)(ii).

       

      (iii) Allocation
        of Costs.
        The
        respective Boards shall use their best efforts to resolve any ambiguities
        or
        conflicts as to their respective obligations to the Executive under this
        Agreement. The cost of the Executive’s compensation and benefits shall be paid
        by BMC with the other Employer entities reimbursing BMC for their portion
        of
        such costs that are allocable to them on the basis of the Executive’s estimated
        time devoted to their respective businesses or on such other basis as the
        Employer entities may mutually agree, provided,
        that
        costs associated with the RPUs and CPUs shall be borne by BBGP. Notwithstanding
        the foregoing, each of BMC and/or BBGP shall be jointly and severally liable
        for
        the performance of the obligations of the Employer hereunder.

       

      (iv) Location.
        The
        Executive’s services shall be performed at the Headquarters of the Employer, and
        such location shall be in the Greater Los Angeles metropolitan area.
        Notwithstanding the foregoing, the Employer may from time to time require
        the
        Executive to travel temporarily to other locations on the business of the
        Employer (and/or other BreitBurn Entities).

       

      (v) Operation
        of the Business.
        It is
        the Employer’s current intent to continue conducting its business in a manner
        that would not impede the attainment of the Performance Objectives applicable
        to
        the CPUs, provided that the parties acknowledge that any action or inaction
        by
        the Board (or any other person owing a fiduciary duty to the Employer) with
        respect to the conduct of the Employer’s business must be consistent with the
        Board’s or such person’s view of applicable fiduciary duties and law.
        Accordingly, the Employer agrees that, provided that its actions and inactions
        are consistent with applicable fiduciary duties and law, the Employer shall
        not
        take any action (or permit any inaction) that materially impedes the attainment
        of the Performance Objectives applicable to the CPUs. Notwithstanding the
        foregoing, nothing contained in this Section 3(a)(v) nor any breach thereof
        shall create any right in the Executive (or any successor in interest to
        the
        Executive) to enjoin, preclude, constrain or otherwise interfere with any
        lawful
        action taken by or on behalf of the Employer, whether by injunction, restraining
        order, other equitable relief or otherwise or shall serve as the basis for
        any
        claim by the Executive for any punitive, consequential or incidental damages,
        and the Executive hereby agrees that his sole remedy for a breach of this
        Section 3(a)(v) shall be limited to the payments and benefits to which he
        may be
        entitled under the terms of this Agreement in the event that he terminates
        his
        employment for Good Reason. 

      


      
        
          
          

        

        
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      (b) Compensation.
        

       

      (i)
         Base
        Salary.
        During
        the Employment Period, the Executive shall receive a base salary (the
“Base
        Salary”)
        at an
        annual rate of $300,000, as the same may be increased (but not decreased)
        thereafter in the discretion of the Employer. The Base Salary shall be paid
        at
        such regular intervals as the Employer pays executive salaries generally,
        but in
        no event less frequently than monthly. During the Employment Period, the
        Base
        Salary shall be reviewed at least annually by the Employer for possible increase
        in the discretion of the Employer. Any increase in the Base Salary shall
        not
        serve to limit or reduce any other obligation to the Executive under this
        Agreement. The Base Salary shall not be reduced after any such increase,
        and the
        term Base Salary as utilized in this Agreement shall refer to the Base Salary
        as
        so increased.

       

      (ii) Short-Term
        Incentives.
        For
        each calendar year ending during the Employment Period, the Executive shall
        be
        eligible to participate in the Employer’s short-term incentive plan at the
        Executive Vice President level and to earn an annual cash bonus based on
        the
        achievement of performance criteria established by the Board as soon as
        administratively practicable following the beginning of each such year (the
        “Annual
        Bonus”).
        For
        each calendar year during the Employment Period, (A) the target Annual Bonus
        shall be an amount equal to 75% of the Executive’s Base Salary, and (B) the
        maximum Annual Bonus shall be an amount equal to 150% of the Executive’s Base
        Salary. The Employer shall pay the Annual Bonus (if any) for each such calendar
        year in a single, cash, lump sum after the end of the applicable calendar
        year
        in accordance with procedures established by the Board, but in no event later
        than the fifteenth day of the third month following the end of such calendar
        year, subject to and conditioned upon the Executive’s continued employment with
        the Employer through the date of payment of such Annual Bonus. The Annual
        Bonus
        that the Executive is eligible to receive pursuant to this Section 3(b)(ii)
        for
        2008 shall be payable with respect to the full 2008 calendar year (and not
        pro
        rated based on the portion of the 2008 calendar year following the Commencement
        Date), and such Annual Bonus shall be in lieu of any “annual bonus” (within the
        meaning of the Prior Agreement) to which the Executive may otherwise have
        become
        entitled in respect of 2008 under the Prior Agreement.

       

      (iii) Long
        Term Incentives.
        The
        parties hereby acknowledge and agree that BBGP has granted to the Executive,
        under the BreitBurn Energy Partners L.P. 2006 Long-Term Incentive Plan (the
        “Plan”),
        (i)
        an aggregate of 32,044 Restricted Phantom Units with distribution equivalent
        rights (consisting of an initial grant of 24,344 Restricted Phantom Units
        and a
        grant with respect to calendar year 2008 of 7,700 Restricted Phantom Units)
        (together, the “RPUs”)
        on the
        terms and conditions set forth in the RPU Award Agreements attached hereto
        as
Exhibit
        B;
        and
        (ii) 77,000 Convertible Performance Units with distribution equivalent rights
        (the “CPUs”)
        on the
        terms and conditions set forth in the CPU Agreement attached hereto as
Exhibit
        C.
        (the
        RPU and CPU Award Agreements together, the “LTIP
        Award Agreements”).
        The
        RPUs and the CPUs are governed by the terms of the Plan and the applicable
        LTIP
        Award Agreements. The Executive shall be eligible to receive additional awards
        under the Plan and to participate in any future long-term incentive programs
        available generally to the Peer Executives in the future, both as determined
        in
        the sole discretion of the Board of Directors of BBGP. 

       

      
        
          
          

        

        
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      (iv) Benefit
        Plans and Policies.
        During
        the Employment Period, the Executive and the Executive’s eligible dependents
        shall be eligible to participate in the savings and retirement plans and
        policies, welfare plans and policies (including, without limitation, medical
        and
        dental) and fringe benefit plans and policies of the Employer, in each case,
        that are made generally available to the Peer Executives on a basis no less
        favorable than that provided generally to the Peer Executives. Notwithstanding
        the foregoing, nothing herein shall, or shall be construed so as to, require
        the
        Employer to adopt or continue any plan or policy or to limit the Employer’s
        right to amend or terminate any such plan or policy at any time.

       

      (v) Automobile.
        During
        the Employment Period, the Employer shall pay directly, or the Executive
        shall
        be entitled to receive prompt reimbursement of, actual expenses of up to
        $1,000
        per month associated with the lease or purchase of an automobile, in addition
        to
        which the Employer shall pay or reimburse expenses related to the maintenance
        and operation of such automobile in accordance with the Employer’s automobile
        reimbursement policy applicable to the Peer Executives, as in effect from
        time
        to time.

       

      (vi) Expenses.
        During
        the Employment Period, the Executive shall be entitled to receive prompt
        reimbursement for reasonable expenses incurred by the Executive on behalf
        of or
        in furtherance of the business of any BreitBurn Entity pursuant to the terms
        and
        conditions of the Employer’s applicable expense reimbursement policies. To the
        extent that any such expenses or any other reimbursements or fringe benefits
        provided to the Executive during the Employment Period are deemed to constitute
        compensation to the Executive, including without limitation any automobile
        expenses and/or club memberships reimbursed in accordance with Section 3(b)(v)
        above and 3(b)(viii) below, respectively, such expenses shall be reimbursed
        no
        later than December 31 of the year following the year in which the expense
        was
        incurred. The amount of any such compensatory expenses so reimbursed in one
        year
        shall not affect the amount eligible for reimbursement in any subsequent
        year
        and the Executive’s right to reimbursement of any such expenses shall not be
        subject to liquidation or exchange for any other benefit. 

       

      (vii) Vacation.
        During
        the Employment Period, the Executive shall be entitled to paid vacation in
        accordance with the Employer’s applicable vacation policy, but in no event less
        than four (4) weeks per year.

       

      (viii) City
        Club Membership.
        During
        the Employment Period, the Employer shall pay all initiation fees, monthly
        dues,
        and reasonable expenses incurred for business-related use of one city, athletic
        or dining club. The Executive’s membership shall be the property of the
        Executive.

       

      
        
          
          

        

        
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      4. Termination
        of Employment.
        

       

      (a)
         Death
        or Disability.
        The
        Executive’s employment with the Employer shall terminate automatically upon the
        Executive’s death. In addition, if the Board determines in good faith that the
        Executive has incurred a Disability, it may terminate the Executive’s employment
        upon thirty days’ written notice provided in accordance with Section 13(b)
        hereof if the Executive shall not have returned to full-time performance
        of the
        Executive’s duties hereunder prior to the expiration of such thirty-day notice
        period. 

       

      (b) Cause.
        The
        Employer may terminate the Executive’s employment for Cause or without Cause at
        any time, provided,
        that
        the Employer may not terminate the Executive’s employment for Cause prior to
        obtaining the requisite approval of the Board as required by the definition
        of
“Cause.”

       

      (c) Good
        Reason.
        The
        Executive may terminate his employment for Good Reason or without Good Reason.
        

       

      (d) Notice
        of Termination.
        Any
        termination by the Employer or the Executive shall be communicated by a Notice
        of Termination to the other parties hereto given in accordance with Section
        13(b) hereof. The failure by the Executive or the Employer to set forth in
        the
        Notice of Termination any fact or circumstance which contributes to a showing
        of
        Good Reason or Cause shall not waive any right of the Executive or the Employer,
        respectively, hereunder or preclude the Executive or the Employer, respectively,
        from asserting such fact or circumstance in enforcing the Executive’s or the
        Employer’s rights hereunder.

       

      5. Obligations
        of the Employer upon Termination; Change of Control.
        For the
        avoidance of doubt, for purposes of this Section 5, a termination of the
        Executive’s employment with the Employer shall only occur if the Executive’s
        employment is terminated with all Employer entities (and any other BreitBurn
        Entities with whom the Executive may be or become employed). Notwithstanding
        the
        foregoing, the parties hereby acknowledge that changes in the Executive’s status
        as an employee of the various Employer entities and BreitBurn Entities
        (including any transfer of the Executive’s employment between such entities and
        any termination of the Executive’s employment relationship with one or more, but
        fewer than all, such entities) may, but shall not necessarily, constitute
        Good
        Reason hereunder, and that the effect of such changes on the Executive’s
        employment relationship shall be considered in determining whether Good Reason
        exists hereunder. 

       

      (a)
         Good
        Reason; Other Than for Cause, Death or Disability.
        If,
        during the Employment Period, the Employer terminates the Executive’s employment
        without Cause (other than as a consequence of the Executive’s death or
        Disability, which terminations shall be governed by Section 5(c) below),
        or the
        Executive terminates his employment with the Employer for Good Reason, in
        either
        case, in a manner that constitutes a
        Separation from Service,
        then
        the Executive shall be entitled to receive the payments and benefits described
        below in this Section 5(a).

       

      (i) (A)
        The
        Executive shall be paid, in a single lump-sum payment within thirty (30)
        days
        after the Executive’s Separation from Service (or any shorter period prescribed
        by law), the aggregate amount of (1) the Executive’s earned but unpaid Base
        Salary and accrued but unpaid vacation pay, if any, through the Date of
        Termination, (2) any unpaid Annual Bonus that would have become payable to
        the
        Executive pursuant to Section 3(b)(ii) hereof in respect of any calendar
        year
        that ends on or before the Date of Termination, had the Executive remained
        employed through the payment date of such Annual Bonus, payable in
        the
        calendar year in which the Separation from Service occurs, but in no event
        later
        than the date in such calendar year on which annual bonuses are paid to the
        Peer
        Executives generally,
        and (3)
        any unreimbursed business expenses incurred by the Executive through the
        Date of
        Termination that are reimbursable under Section 3(b)(vi) above; and (B) to
        the
        extent not theretofore paid or provided, the Employer shall timely pay or
        provide to the Executive any accrued benefits and other amounts or benefits
        required to be paid or provided prior to the Date of Termination under any
        other
        plan, program, policy, practice, contract or agreement of the Employer and
        its
        affiliates according to their terms (the payments and benefits described
        in this
        Section 5(a)(i), the “Accrued
        Obligations”).

       

      
        
          
          

        

        
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      (ii) In
        addition to the Accrued Obligations, provided that the Executive executes
        a
        general release and waiver of claims substantially in the form attached hereto
        as Exhibit
        D
        (as such
        form may be updated to reflect changes in law, the “Release”)
        within
        forty-five (45) days after the Executive’s Separation from Service and does not
        revoke such Release, and further subject to Section 12 below, the Executive
        shall be entitled to receive the following payments and benefits (the
“Severance”):
        

       

      (A)
         A
        payment
        equal to 1.5 times the sum of (1) the Executive’s Base Salary as in effect
        immediately prior to the Date of Termination, plus (2) the average of the
        Executive’s Annual Bonuses earned (including any amounts deferred) during the
        two years immediately preceding the Date of Termination (or in the event
        that
        the Executive has not been employed for two full bonus years, then the average
        of the Annual Bonus earned for the first year (if completed) and the forecasted
        bonus for the current year based on performance parameters as described in
        Section 3(b)(ii) hereof through the Date of Termination, extrapolated through
        the end of such year) (in either case, the “Bonus
        Amount”),
        payable no later than sixty days after the date
        on
        which the Executive incurs a Separation from Service;
        

       

      (B)
         For
        a
        period of eighteen months following the date on which the Executive incurs
        a
        Separation from Service, but
        in no
        event longer than the period of
        time
        during which the Executive would be entitled to continuation coverage under
        Code
        Section 4980B absent this provision (the “COBRA
        Period”),
        the
        Executive and the Executive’s eligible dependents shall continue to be provided
        with medical, prescription and dental benefits at the levels in effect
        immediately prior to the Date of Termination at the same cost to the Executive
        as immediately prior to the Date of Termination, provided that the Executive
        properly elects continuation healthcare coverage under Code Section 4980B;
        following such continuation period, any further continuation of such coverage
        under applicable law shall be at the Executive’s sole expense. Notwithstanding
        the foregoing, the Executive and his dependents shall cease to receive such
        medical, prescription and dental benefits on the date that the Executive
        becomes
        eligible to receive benefits under another employer-provided group health
        plan;


       

      
        
          
          

        

        
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      (C) The
        RPUs
        and CPUs shall be treated in accordance with the terms of the applicable
        LTIP
        Award Agreements; and

      


      (D) At
        the
        time when annual bonuses are paid to the Peer Executives in respect of the
        year
        in which the Date of Termination occurs (but in no event later than the
        fifteenth day of the third month following the end of the calendar year in
        which
        the Date of Termination occurs), the Executive shall be paid an amount equal
        to
        the product of (1) the Bonus Amount, and (2) a fraction, the numerator of
        which
        shall be the number of days elapsed in such calendar year through the Date
        of
        Termination and the denominator of which shall be 365, to the extent not
        theretofore paid (the “Pro
        Rata Bonus”).

      


      (b) Cause;
        Resignation Other than for Good Reason.
        If the
        Executive incurs a Separation from Service because the Employer terminates
        the
        Executive’s employment for Cause or the Executive terminates his employment
        other than for Good Reason, the Employer shall pay to the Executive the Accrued
        Obligations within thirty days after the Executive’s Separation from Service (or
        any shorter period prescribed by law) or, in the case of payments or benefits
        described in Section 5(a)(i)(B) above, as such payments or benefits become
        due.
        Any outstanding equity awards, including, without limitation, the RPUs and
        CPUs
        granted in accordance with Section 3(b)(iii) above, shall be treated in
        accordance with the terms of the applicable LTIP Award Agreements. 

       

      (c) Death
        or Disability.
        If the
        Executive incurs a Separation from Service by reason of the Executive’s death or
        Disability during the Employment Period:

       

      (i) The
        Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or
        to the Executive, as applicable, within thirty days after the Executive’s
        Separation from Service (or any shorter period prescribed by law) or, in
        the
        case of payments or benefits described in Section 5(a)(i)(B) above, as such
        payments or benefits become due;

       

      (ii) In
        addition to the Accrued Obligations, subject to the Executive’s (or his
        estate’s) execution and non-revocation of a Release, the Executive shall be
        entitled to receive the following payments and benefits (the “Death/Disability
        Payments”):

       

      (A) the
        RPUs
        and CPUs shall be treated in accordance with the terms of the applicable
        LTIP
        Award Agreements;

       

      (B) For
        the
        period commencing on the Executive’s Separation from Service and ending on the
        earlier to occur of (1) the date on which the Employment Period would have
        otherwise expired had the Executive not incurred a Separation from Service
        (disregarding any renewals thereof that would occur subsequent to the Date
        of
        Termination), and (2) the date of the expiration of the COBRA Period, the
        Executive and the Executive’s eligible dependents shall continue to be provided
        with medical, prescription and dental benefits as if the Executive’s employment
        had not been terminated at the same cost to the Executive (or the Executive’s
        estate or dependents) as immediately prior to the Date of Termination provided
        that the Executive or his dependents, if applicable, properly elect continuation
        healthcare coverage under Code Section 4980B; following such continuation
        period, any further continuation of such coverage under applicable law shall
        be
        at the Executive’s (or his estate’s or dependents’) sole expense; 

       

      
        
          
          

        

        
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      (C) The
        Pro
        Rata Bonus, payable at the time when annual bonuses are paid to the Peer
        Executives in respect of the year in which the Date of Termination occurs
        (but
        in no event later than the fifteenth day of the third month following the
        end of
        such year).

      


      (d) Non-renewal.
        

       

      (i) Employer
        Non-Renewal.
        

       

      (A) If
        the
        Employer provides a notice of non-renewal of the Employment Period as set
        forth
        in Section 2 hereof and the Executive incurs a Separation from Service as
        a
        result, the RPUs and CPUs shall be treated in accordance with the terms of
        the
        applicable LTIP Award Agreements. 

       

      (B) Neither
        the Employer’s election not to renew the Employment Period nor a termination of
        the Executive’s employment resulting therefrom shall constitute a termination of
        the Executive’s employment hereunder without Cause for purposes of this
        Agreement. Notwithstanding the foregoing, subject to the Executive’s execution
        and non-revocation of a Release, the Employer shall pay to the Executive,
        at the
        time when annual bonuses are paid to the Peer Executives in respect of the
        year
        in which the Separation from Service occurs (but in no event later than the
        fifteenth day of the third month following the end of such year), to the
        extent
        not previously paid, an Annual Bonus in respect of the year in which the
        Separation from Service occurs. 

       

      (ii) Executive
        Non-Renewal.
        If the
        Executive provides a notice of non-renewal of the Employment Period as set
        forth
        in Section 2 hereof and the Executive incurs a Separation from Service as
        a
        result, the RPUs and CPUs shall be treated in accordance with the terms of
        the
        applicable LTIP Award Agreements.

       

      (iii) Accrued
        Obligations.
        In the
        case of any termination in accordance with this Section 5(d), the Accrued
        Obligations shall be paid to the Executive within thirty days after the
        Executive’s Separation from Service (or any shorter period prescribed by law)
        or, in the case of payments or benefits described in Section 5(a)(i)(B) above,
        as such payments or benefits become due.

       

      (e) Change
        of Control.
        In the
        event that a Change in Control (as defined in the applicable LTIP Award
        Agreement) occurs during the Employment Period, the RPUs and CPUs shall be
        treated in accordance with the terms of the applicable LTIP Award
        Agreements.

      


      (f) Termination
        of Offices and Directorships.
        Upon
        termination of the Executive’s employment for any reason, the Executive shall be
        deemed to have resigned from all offices and directorships, if any, then
        held
        with the Employer or any BreitBurn Entity, and shall take all actions reasonably
        requested by the Employer to effectuate the foregoing.

      


      
        
          
          

        

        
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      6. Non-exclusivity
        of Rights.
        Nothing
        in this Agreement shall prevent or limit the Executive’s participation in any
        other plan, program, policy or practice provided by any BreitBurn Entity
        (other
        than policies relating to severance payments or obligations on termination
        of
        employment for any reason ) and for which the Executive may qualify, nor
        shall
        anything herein limit or otherwise affect such rights as the Executive may
        have
        under any contract or agreement with any BreitBurn Entity. Amounts which
        are
        vested benefits or which the Executive is otherwise entitled to receive under
        any plan, policy, practice or program of or any contract or agreement with
        any
        BreitBurn Entity or any of its affiliates at or subsequent to the Date of
        Termination shall be payable, if at all, in accordance with such plan, policy,
        practice or program or contract or agreement except as explicitly modified
        by
        this Agreement.

       

      7. No
        Mitigation.
        The
        Employer’s obligation to make the payments provided for in this Agreement and
        otherwise to perform its obligations hereunder shall not be affected by any
        set-off, counterclaim, recoupment, defense or other claim, right or action
        which
        the Employer or any of their affiliates may have against the Executive or
        others. In no event shall the Executive be obligated to seek other employment
        or
        take any other action by way of mitigation of the amounts payable to the
        Executive as Severance or Death/Disability Payments, and, except as provided
        in
        Section 5(a)(ii)(B) hereof, such amounts shall not be reduced whether or
        not the
        Executive obtains other employment.

       

      8. Executive’s
        Covenants.
        

       

      (a)
         Confidential
        Information.
        The
        Executive shall hold in a fiduciary capacity for the benefit of the Employer
        and
        each BreitBurn Entity all secret or confidential information, knowledge and
        data
        relating to the Employer and each BreitBurn Entity, and their respective
        businesses, including without limitation any trade secrets, which shall have
        been obtained by the Executive during the Executive’s employment with the
        Employer and which shall not be or have become public knowledge or known
        within
        the relevant trade or industry (other than by acts by the Executive or
        representatives of the Executive in violation of this Agreement) (together,
        “Proprietary
        Information”).
        The
        Executive shall not, at any time during or after his employment, directly
        or
        indirectly, without the prior written consent of the Board or as may otherwise
        be required by law or legal process, use for his own benefit such Proprietary
        Information or communicate or divulge any such Proprietary Information to
        anyone
        (other than an authorized BreitBurn Entity or any such entity’s designee);
provided,
        that if
        the Executive receives actual notice that the Executive is or may be required
        by
        law or legal process to communicate or divulge any such Proprietary Information,
        unless otherwise prohibited by law or regulation, the Executive shall promptly
        so notify the Board. Anything herein to the contrary notwithstanding, the
        provisions of this Section 8 shall not apply with respect to any litigation,
        arbitration or mediation involving this Agreement or any other agreement
        between
        the Executive and the Employer or any BreitBurn Entity; provided,
        that
        the Executive shall take all reasonable steps to maintain such Proprietary
        Information as confidential, including, without limitation, seeking protective
        orders and filing documents containing such information under seal. Nothing
        herein shall be construed as prohibiting the Executive from using or disclosing
        such Proprietary Information as may be reasonably necessary in his proper
        performance of services hereunder.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      (b) Non-Solicitation.
        

      


      (i) While
        employed by the Employer and for a period of two years following the Date
        of
        Termination, regardless of the reason for the termination, other than in
        the
        ordinary course of the Executive’s duties for the Employer or any BreitBurn
        Entity, the Executive shall not, without the prior consent of the Board,
        directly or indirectly solicit, induce, or encourage any employee of any
        BreitBurn Entity or any of their respective affiliates who is employed on
        the
        Date of Termination (or at any time within six months of such date) to terminate
        his or her employment with such entity; and 

      


      (ii) While
        employed by the Employer and thereafter, regardless of the reason for the
        termination, the Executive shall not, without the prior consent of the Board,
        use any Proprietary
        Information
        to hire
        any employee of the Employer or any BreitBurn Entity or any of their respective
        affiliates within six months after that employee’s termination of employment
        with any BreitBurn Entity or any of their respective affiliates. 

      


      The
        Employer acknowledges that its employees may join entities with which the
        Executive is affiliated and that such event shall not constitute a violation
        of
        this Agreement if the Executive was not involved in the solicitation, hiring
        or
        identification of such employee as a potential recruit. 

      


      (c) Irreparable
        Harm.
        In
        recognition of the facts that irreparable injury will result to the Employer
        in
        the event of a breach by the Executive of his obligations under Sections
        8(a) or
        8(b) above, that monetary damages for such breach would not be readily
        calculable, and that the Employer would not have an adequate remedy at law
        therefor, the Executive acknowledges, consents and agrees that, in the event
        of
        any such breach, or the threat thereof, the Employer shall be entitled, in
        addition to any other legal remedies and damages available, to specific
        performance thereof and to temporary and permanent injunctive relief (without
        the necessity of posting a bond) to restrain the violation or threatened
        violation of such obligations by the Executive. In no event shall an asserted
        violation of the provisions of this Section 8 constitute a basis for deferring
        or withholding any amounts otherwise payable to the Executive under this
        Agreement, the Prior Awards or the LTIP Agreements.

       

      (d) Return
        of Property.
        Upon the termination of the Executive’s employment with the
        Employer
        for any
        reason, the Executive shall immediately return and deliver to the
        Employer
        any and
        all Proprietary Information, and any and all other papers, books, records,
        documents, memoranda and manuals, e-mail, electronic or magnetic recordings
        or
        data, including all copies thereof, belonging to the
        Employer
        or any
        other BreitBurn Entity or relating to their business, in the Executive’s
        possession, whether prepared by the Executive or others. If at any time after
        the Employment Period, the Executive determines that he has any Proprietary
        Information or other such materials
        in his
        possession or control, or any copy thereof, the Executive shall immediately
        return to the Employer all such information and materials, including all
        copies
        and portions thereof. Nothing herein shall prevent the Executive from retaining
        a copy of his personal papers, information or documentation relating to his
        compensation.

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      9. Successors.
        

       

      (a)
         Assignment
        by the Executive.
        This
        Agreement is personal to the Executive and without the prior written consent
        of
        the Board shall not be assignable by the Executive otherwise than by will
        or the
        laws of descent and distribution. This Agreement, including any benefits
        or
        compensation payable hereunder, shall inure to the benefit of and be enforceable
        by the Executive’s legal representatives, including, without limitation, his
        heirs and/or beneficiaries. For the avoidance of doubt, if the Executive
        dies
        prior to the payment of amounts that are owed to him under this Agreement,
        such
        amounts shall be paid, in accordance with the terms of this Agreement, to the
        Executive’s estate. 

       

      (b)  Assignment
        by the Employer.
        This
        Agreement shall inure to the benefit of and be binding upon the Employer
        and its
        successors and assigns; provided,
        that
        such assignment shall not relieve any Employer of its obligations under Section
        10 of this Agreement. Except
        as
        specified in the preceding sentence, no rights or obligations of the Employer
        under this Agreement may be assigned or transferred by the Employer without
        the
        Executive’s prior written consent, except that such rights or obligations may be
        assigned or transferred in connection with an acquisition of all or
        substantially all of BreitBurn Partners’ business or assets, whether by merger,
        consolidation, reorganization, asset purchase or other similar corporate
        transaction, provided that the assignee or transferee is the successor to
        all or
        substantially all of BreitBurn Partners’ business or assets and assumes the
        liabilities, obligations and duties of the Employer under this
        Agreement.

       

      (c) Express
        Assumption of Agreement.
        The
        Employer shall require any successor (whether direct or indirect, by purchase,
        merger, consolidation or otherwise) to all or substantially all of the business
        and/or assets of the Employer or any assign permitted under Section 9(b)
        above
        to assume expressly and agree to perform this Agreement in the same manner
        and
        to the same extent that the Employer would be required to perform it if no
        such
        succession had taken place. As used in this Section 9(c), “Employer” shall mean
        the Employer as hereinbefore defined and any successor to its business and/or
        assets or assigns as aforesaid which assumes and agrees to perform this
        Agreement by operation of law or otherwise.

       

      10. Indemnification
        and Directors’ and Officers’ Insurance.
        

       

      (a)
         General.
        During
        the Employment Period and thereafter, the Employer shall indemnify the Executive
        to the fullest extent permitted under law from and against any expenses
        (including but not limited to attorneys’ fees, expenses of investigation and
        preparation and fees and disbursements of the Executive’s accountants or other
        experts), judgments, fines, penalties and amounts paid in settlement actually
        and reasonably incurred by the Executive in connection with any proceeding
        in
        which the Executive was or is made party, was or is involved (for example,
        as a
        witness) or is threatened to be made a party to, in any case, by reason of
        the
        fact the Executive was or is employed by the Employer or was performing services
        for any BreitBurn Entity. Such indemnification shall continue as to the
        Executive during the Employment Period and for at least six years from the
        Date
        of Termination with respect to acts or omissions which occurred prior to
        his
        cessation of employment with the Employer and shall inure to the benefit
        of the
        Executive’s heirs, executors and administrators. The Employer shall advance to
        the Executive all costs and expenses incurred by him in connection with any
        proceeding covered by this provision within twenty calendar days after receipt
        by the Employer of a written request for such advance. Such request shall
        include an undertaking by the Executive to repay the amount of such advance
        if
        it shall ultimately be determined that he is not entitled to be indemnified
        against any such costs and/or expenses.

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

      (b) Insurance.
        The
        Employer agrees to maintain directors’ and officers’ liability insurance
        policies covering the Executive on a basis no less favorable than provided
        to
        the Peer Executives, which coverage shall continue as to the Executive even
        if
        he has ceased to be a director, member, employee or agent of the BreitBurn
        Entities with respect to acts or omissions which occurred prior to such
        cessation. The insurance contemplated under this Section 10(b) shall inure
        to
        the benefit of the Executive’s heirs, executors and administrators.

       

      11. Arbitration
        Agreement.
        

       

      (a)
         General.
        Any
        controversy, dispute or claim between the Executive and any BreitBurn Entity,
        or
        any of their respective parents, subsidiaries, affiliates or any of their
        officers, directors, agents or other employees, relating to the Executive’s
        employment or the termination thereof, shall be resolved by final and binding
        arbitration, at the request of any party hereto. The arbitrability of any
        controversy, dispute or claim under this Agreement or any other agreement
        between the parties hereto shall be determined by application of the substantive
        provisions of the Federal Arbitration Act (9 U.S.C. sections 1 and 2) and
        by application of the procedural provisions of California law, except as
        provided herein. Arbitration shall be the exclusive method for resolving
        any
        dispute and all remedies available from a court of competent jurisdiction
        shall
        be available; provided,
        that
        either party may request provisional relief from a court of competent
        jurisdiction if such relief is not available in a timely fashion through
        arbitration. The claims which are to be arbitrated include, but are not limited
        to, any claim arising out of or relating to this Agreement, the LTIP Award
        Agreements or the employment relationship between the Executive and the
        Employer, claims for wages and other compensation, claims for breach of contract
        (express or implied), claims for violation of public policy, wrongful
        termination, tort claims, claims for unlawful discrimination and/or harassment
        (including, but not limited to, race, religious creed, color, national origin,
        ancestry, physical disability, mental disability, gender identity or expression,
        medical condition, marital status, age, pregnancy, sex or sexual orientation)
        to
        the extent allowed by law, and claims for violation of any federal, state,
        or
        other government law, statute, regulation, or ordinance, except for claims
        for
        workers’ compensation and unemployment insurance benefits. This Agreement shall
        not be interpreted to provide for arbitration of any dispute that does not
        constitute a claim recognized under applicable law. 

       

      (b) Selection
        of Arbitrator.
        The
        Executive and the Employer shall select a single neutral arbitrator by mutual
        agreement. If the Executive and the Employer are unable to agree on a neutral
        arbitrator within thirty days of a demand for arbitration, either party may
        elect to obtain a list of arbitrators from the Judicial Arbitration and
        Mediation Service (“JAMS”)
        or the
        American Arbitration Association (“AAA”),
        and
        the arbitrator shall be selected by alternate striking of names from the
        list
        until a single arbitrator remains. The party initiating the arbitration shall
        be
        the first to strike a name. Any demand for arbitration must be in writing
        and
        must be made by the aggrieved party within the statute of limitations period
        provided under applicable state and/or federal law for the particular claim(s).
        Failure to make a written demand within the applicable statutory period
        constitutes a waiver of the right to assert that claim in any forum.


       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

      (c) Venue;
        Process.
        Arbitration proceedings shall be held in Los Angeles, California. The arbitrator
        shall apply applicable state and/or federal substantive law to determine
        issues
        of liability and damages regarding all claims to be arbitrated, and shall
        apply
        the Federal Rules of Evidence to the proceeding. The parties shall be entitled
        to conduct reasonable discovery and the arbitrator shall have the authority
        to
        determine what constitutes reasonable discovery. The arbitrator shall hear
        motions for summary judgment/adjudication as provided in the Federal Rules
        of
        Civil Procedure. Within thirty days following the hearing and the submission
        of
        the matter to the arbitrator, the arbitrator shall issue a written opinion
        and
        award which shall be signed and dated. The arbitrator’s award shall decide all
        issues submitted by the parties, but the arbitrator may not decide any issue
        not
        submitted. The opinion and award shall include factual findings and the reasons
        upon which the decision is based. The arbitrator shall be permitted to award
        only those remedies in law or equity which are requested by the parties and
        allowed by law.

       

      (d) Costs.
        The
        cost of the arbitrator and other incidental costs of arbitration that would
        not
        be incurred in a court proceeding shall be borne by the Employer. The parties
        shall each bear their own costs and attorneys’ fees in any arbitration
        proceeding, provided,
        that
        the arbitrator shall have the authority to require either party to pay the
        costs
        and attorneys’ fees of the other party to the extent permitted under applicable
        federal or state law, as a part of any remedy that may be ordered.

       

      (e) Waiver
        of Rights.
        Both
        the Employer and the Executive understand that, by agreeing to use arbitration
        to resolve disputes, they are giving up any right that they may have to a
        judge
        or jury trial with regard to all issues concerning employment or otherwise
        covered by this Section 11.

       

       

      12. Internal
        Revenue Code Section 409A.
        

       

      (a) Certain
        compensation and benefits payable under this Agreement are not intended to
        constitute “nonqualified deferred compensation” within the meaning of Code
        Section 409A, while other compensation and benefits payable under this Agreement
        may constitute “nonqualified deferred compensation” which is intended to comply
        with the requirements of Code Section 409A. To the extent that the Board
        determines that any compensation or benefits payable under this Agreement
        may
        not be compliant with or exempt from Code Section 409A, the Board and the
        Executive shall cooperate and work together in good faith to timely amend
        this
        Agreement in a manner intended to comply with the requirements of Code Section
        409A or an exemption therefrom (including
        amendments with retroactive effect), or take any other actions as they deem
        necessary or appropriate to (a) exempt such compensation and benefits from
        Code
        Section 409A and/or preserve the intended tax treatment with respect to such
        compensation and benefits, or (b) comply with the requirements of Code Section
        409A. To the extent applicable, this Agreement shall be interpreted in
        accordance with the provisions of Code Section 409A.

       

      (b)
         Potential
        Six-Month Delay.
        Notwithstanding anything to the contrary in this Agreement, no compensation
        and
        benefits, including without limitation any Severance payments or
        Death/Disability Payments, shall be paid to the Executive during the 6-month
        period following his Separation from Service to the extent that the Employer
        reasonably determines that paying such amounts at the time or times indicated
        in
        this Agreement would result in a prohibited distribution under Section
        409A(a)(2)(b)(i) of the Code. If the payment of any such amounts is delayed
        as a
        result of the previous sentence, then on the first business day following
        the
        end of such 6-month period (or
        such
        earlier date upon which such amount can be paid under Code Section 409A without
        resulting in a prohibited distribution, including as a result of the
Executive’s
        death),
        the
        Employer shall pay to the Executive a lump-sum amount equal to the cumulative
        amount that would have otherwise been payable to the Executive during such
        6-month period, plus interest thereon from the date of the Executive’s
        Separation from Service through the payment date at a rate equal to the
        then-current "applicable Federal rate" determined under Section 7872(f)(2)(A)
        of
        the Code.

      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      13. Miscellaneous.
        

       

      (a)
         Governing
        Law; Captions; Amendment.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of California, without reference to principles of conflict of laws.
        The
        captions of this Agreement are not part of the provisions hereof and shall
        have
        no force or effect. This Agreement may not be amended or modified otherwise
        than
        by a written agreement executed by the parties hereto or their respective
        successors and legal representatives.

       

      (b) Notice.
        All
        notices and other communications hereunder shall be in writing and shall
        be
        given by hand delivery to the other party, by registered or certified mail,
        return receipt requested, postage prepaid, or by any other means agreed to
        by
        the parties, addressed as follows:

       

      If
        to
        the Executive:
        at the
        Executive’s most recent address on the records of the Employer; 

       

      If
        to
        the Employer:

       

      BreitBurn
        Management Company LLC

      Attn.:
        Halbert Washburn

      515
        South
        Flower Street, Suite 4800

      Los
        Angeles, CA 90071

       

      or
        to
        such other address as either party shall have furnished to the other in writing
        in accordance herewith. Notice and communications shall be effective when
        actually received by the addressee.

       

      (c) Code
        of Conduct.
        The
        Executive hereby agrees to execute, concurrently herewith, the Employer’s Code
        of Conduct Policy, receipt of which the Executive hereby
        acknowledges.

       

      (d) Severability;
        Provisions Survive.
        The
        invalidity or unenforceability of any provision of this Agreement shall not
        affect the validity or enforceability of any other provision of this Agreement.
        The respective rights and obligations of the parties hereunder shall survive
        any
        expiration or termination of the Employment Period to the extent necessary
        to
        carry out the intentions of the parties as embodied in this
        Agreement.

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      (e) Withholding.
        The
        Employer may withhold from any amounts payable under this Agreement such
        federal, state, local or foreign taxes as shall be required to be withheld
        pursuant to any applicable law or regulation. 

       

      (f) Employer
        Representations.
        The
        Employer represents and warrants that (i) the execution, delivery and
        performance of this Agreement by it has been fully and validly authorized,
        (ii)
        the entities signing this Agreement are duly authorized to do so, (iii) the
        execution and delivery of this Agreement does not violate any order, judgment
        or
        decree or any agreement, plan or corporate governance document to which it
        is a
        party or by which it is bound and (iv) upon execution and delivery of this
        Agreement by the parties, it shall be a valid and binding obligation of the
        Employer, enforceable against it in accordance with its terms, except to
        the
        extent that enforceability may be limited by applicable laws, including,
        without
        limitation, bankruptcy, insolvency or similar laws affecting the enforcement
        of
        creditors’ rights generally.

       

      (g) Executive
        Representations and Acknowledgements.
        The
        Executive hereby represents and warrants to the Employer that (i) the Executive
        is entering into this Agreement voluntarily and that the performance of his
        obligations hereunder will not violate any agreement between the Executive
        and
        any other person, firm, organization or other entity, and (ii) the Executive
        is
        not bound by the terms of any agreement with any previous employer or other
        party to refrain from competing, directly or indirectly, with the business
        of
        such previous employer or other party that would be violated by his entering
        into this Agreement and/or providing services to the Employer or its affiliates
        pursuant to the terms of this Agreement. The Executive hereby acknowledges
        (A) that the Executive has consulted with or has had the opportunity to
        consult with independent counsel of his own choice concerning this Agreement,
        and has been advised to do so by the Employer, and (B) that the Executive
        has read and understands this Agreement, is fully aware of its legal effect,
        and
        has entered into it freely based on his own judgment.

       

      (h) No
        Waiver.
        No
        party’s failure to insist upon strict compliance with any provision of this
        Agreement or to assert any right hereunder shall be deemed to be a waiver
        of
        such provision or right or any other provision or right arising under this
        Agreement. Any waiver of any provision or right under this Agreement shall
        be
        effective only if in a writing, specifically referencing the provision being
        waived and signed by the party against whom the enforcement of the waiver
        is
        being sought.

       

      (i) Entire
        Agreement; Construction.
        This
        Agreement, together with the LTIP Award Agreements and the Employer’s Code of
        Conduct Policy, constitutes the entire agreement of the parties with respect
        to
        the subject matter hereof and shall supersede and replace all prior
        representations, warranties, agreements and understandings, both written
        and
        oral, made by the Employer, any other BreitBurn Entity or the Executive with
        respect to the subject matter covered hereby, including without limitation,
        the
        Prior Agreement, provided,
        that to
        the extent there is any inconsistency between this Agreement and the Employer’s
        Code of Conduct Policy, the terms of this Agreement shall control and,
provided
        further,
        that it
        is not the intent of the parties that this Agreement supersede, and this
        Agreement shall not supersede, the terms of any Prior Awards, which shall
        continue to be subject to the terms and conditions set forth in the award
        agreements evidencing such awards (as may be amended from time to time).
        The
        parties to this Agreement have participated jointly in the negotiation and
        drafting of this Agreement. If an ambiguity or question of intent or
        interpretation arises with respect to any term or provision of this Agreement,
        this Agreement shall be construed as if drafted jointly by the parties hereto,
        and no presumption or burden of proof shall arise favoring or disfavoring
        any
        party hereto by virtue of the authorship of any of the terms or provisions
        hereof.

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      (j) Counterparts.
        This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed an original but all of which taken together shall constitute one and
        the
        same instrument.

       

      


      [Signature
        page follows]



      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and the
        Employer has caused these presents to be executed in its name on its behalf,
        all
        as of the day and year first above written.

       

      EXECUTIVE

       

       
        /s/James G.
        Jackson              


      James
        G.
        Jackson

      

        
          	 	
                  BREITBURN
                    MANAGEMENT COMPANY, LLC 

                
	 	 
	 	
                  By: /s/Halbert
                    S.
                    Washburn              
                    

                
	 	
                  Name:
                    Halbert S. Washburn

                
	 	
                  Title:
                    Co-Chief Executive Officer

                
	 	 
	 	
                  BREITBURN
                    GP, LLC

                
	 	 
	 	
                  By:
                    /s/Halbert
                    S.
                    Washburn              
                    

                
	 	
                  Name:
                    Halbert S. Washburn

                
	 	
                  Title:
                    Co-Chief Executive Officer

                


        

      

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        A

      


      DEFINITIONS

       

      “AAA”
has
        the
        meaning assigned thereto in Section 11(b) hereof.

       

      “Accrued
        Obligations”
has
        the
        meaning assigned thereto in Section 5(a)(i) hereof.

       

      “Agreement”
has
        the
        meaning assigned thereto in the Recitals hereof.

       

      “Annual
        Bonus”
has
        the
        meaning assigned thereto in Section 3(b)(ii) hereof.

       

      “Base
        Salary”
has
        the
        meaning assigned thereto in Section 3(b)(i) hereof.

       

      “BBGP”
has
        the
        meaning assigned thereto in the Recitals hereof.

       

      “BMC”
has
        the
        meaning assigned thereto in the Recitals hereof.

       

      “Board”
or
        “Boards”
has
        the
        meaning assigned thereto in Section 3(a)(i) hereof.

       

      “Bonus
        Amount”
has
        the
        meaning assigned thereto in Section 5(a)(ii)(A) hereof.

       

      “BreitBurn
        Entity”
has
        the
        meaning assigned thereto in Section 3(a)(i) hereof.

       

      “BreitBurn
        Partners”
means
        BreitBurn Energy Partners, L.P., a Delaware limited partnership.

       

      “Cause”
means
        the following:

       

      (i) the
        willful and continued failure of the Executive to perform substantially the
        Executive’s duties for the Employer or any BreitBurn Entity (as described in
        Section 3(a) hereof) (other than any such failure resulting from incapacity
        due
        to physical or mental illness), after a written demand for substantial
        performance is delivered to the Executive by the Employer (after a vote to
        this
        effect by a majority of the Board) which specifically identifies the manner
        in
        which the Board believes that the Executive has not substantially performed
        the
        Executive’s duties and the Executive is given a reasonable opportunity of not
        more than twenty (20) business days to cure any such failure to substantially
        perform;

       

      (ii) the
        willful engaging by the Executive in illegal conduct or gross misconduct,
        in
        each case which is materially and demonstrably injurious to the Employer
        or any
        BreitBurn Entity; or

       

      (iii) (A)
        any
        act of fraud, or material embezzlement or material theft by the Executive,
        in
        each case, in connection with the Executive’s duties hereunder or in the course
        of the Executive’s employment hereunder or (B) the Executive’s admission in any
        court, or conviction, or plea of nolo contendere, of a felony involving moral
        turpitude, fraud, or material embezzlement, material theft or material
        misrepresentation, in each case, against or affecting the Employer or any
        BreitBurn Entity.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      For
        purposes of this provision, no act or failure to act, on the part of the
        Executive, shall be considered “willful” unless it is done, or omitted to be
        done, by the Executive in bad faith or without reasonable belief that the
        Executive’s action or omission was in the best interests of the Employer or any
        BreitBurn Entity. Any act, or failure to act, based upon authority given
        pursuant to a resolution duly adopted by the Employer, including, without
        limitation, the Board, or based upon the advice of counsel for the Employer
        shall be conclusively presumed to be done, or omitted to be done, by the
        Executive in good faith and in the best interests of the Employer and the
        BreitBurn Entities. Notwithstanding the foregoing, termination of the
        Executive’s employment shall not be deemed to be for Cause unless and until
        there shall have been delivered to the Executive a copy of a resolution of
        the
        Board duly adopted by an affirmative vote of the Board at a meeting of the
        Board
        held for such purpose (after reasonable notice is provided to the Executive
        and
        the Executive is given an opportunity, together with counsel for the Executive,
        to be heard before the Board), finding that, in the good faith opinion of
        the
        Board, the Executive is guilty of the conduct described in clauses (i), (ii)
        or
        (iii) above, and specifying the particulars thereof in detail; provided,
        that if
        the Executive is a member of the Board, the Executive shall not vote on such
        resolution nor shall the Executive be counted.

       

      “COBRA
        Period”
has
        the
        meaning assigned thereto in Section 5(a)(ii)(B) hereof.

       

      “Code”
means
        the Internal Revenue Code of 1986, as amended and any regulations or other
        official guidance promulgated thereunder.

       

      “Commencement
        Date”
has
        the
        meaning assigned thereto in Section 2 hereof.

       

      “CPUs”
has
        the
        meaning assigned thereto in Section 3(b)(iii) hereof.

       

      “Date
        of Termination”
means
        (i) if the Executive’s employment is terminated by the Employer with or without
        Cause, or by the Executive with or without Good Reason, other than due to
        death
        or Disability, the date specified in accordance with applicable provisions
        of
        this Agreement in the Notice of Termination (which date shall not be more
        than
        thirty days after the giving of such notice), provided,
        that
        any notice period may be waived by the Employer without compensation in lieu
        thereof upon the Executive’s election to terminate employment with or without
        Good Reason; (ii) if the Executive’s employment is terminated by reason of the
        Executive’s death or Disability, the date of the Executive’s death or the
        thirtieth day following notification by the Employer of termination due to
        Disability in accordance with Section 4(a) hereof, as the case may be; (iii)
        if
        a notice of non-renewal of the Employment Period is provided by any party
        in
        accordance with Section 2 of this Agreement (and the Executive elects to
        terminate his employment immediately following the expiration of the Employment
        Period), the last day of the Employment Period; or (iv) any other date mutually
        agreed to by the parties hereto.

       

      “Death/Disability
        Payments”
has
        the
        meaning assigned thereto in Section 5(c)(ii) hereof. 

       

      “Disability”
shall
        mean a “disability” within the meaning of Code Section 409A. 

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      “Employer”
has
        the
        meaning assigned thereto in the Recitals hereof.

       

      “Employment
        Period”
has
        the
        meaning assigned thereto in Section 2 hereof.

       

      “Executive”
has
        the
        meaning assigned thereto in the Recitals hereof.

       

      “Good
        Reason”
means
        the occurrence of any of the following without the Executive’s written
        consent:

       

      
        	 	
                (i)

              	
                a
                  material diminution in the Executive’s Base
                  Salary;

              


      

      


      
        	 	
                (ii)
                  

              	
                a
                  material diminution in the Executive’s authority, duties, or
                  responsibilities;

              


      

      


      
        	 	
                (iii)
                  

              	
                a
                  material diminution in the authority, duties, or responsibilities
                  of the
                  supervisor to whom the Executive is required to
                  report;

              


      

      


      
        	 	
                (iv)
                  

              	
                a
                  material diminution in the budget over which the Executive retains
                  authority;

              


      

      


      
        	 	
                (v)
                  

              	
                a
                  material change in the geographic location at which the Executive
                  must
                  perform services under this Agreement;
                  or

              


      

      


      
        	 	
                (vi)
                  

              	
                any
                  other action or inaction that constitutes a material breach by
                  the
                  Employer of this Agreement, including without limitation, a material
                  breach of Section 3(a)(v) hereof;

              


      

      


      provided,
        that
        the Executive’s resignation shall only constitute a resignation for “Good
        Reason” hereunder if (a) the Executive provides the Employer with written notice
        setting forth the specific facts or circumstances constituting Good Reason
        within thirty days after the initial existence of such facts or circumstances,
        (b) the Employer has failed to cure such facts or circumstances within thirty
        days after receipt of such written notice, and (c) the date of the Executive’s
        Separation from Service occurs no later than seventy-five days after the
        initial
        occurrence of the event constituting Good Reason. 

      


      “JAMS”
has
        the
        meaning assigned thereto in Section 11(b) hereof.

       

      “LTIP
        Award Agreements”
has
        the
        meaning assigned thereto in Section 3(b)(iii) hereof.

       

      “Notice
        of Termination”
means
        a
        written notice which (i) indicates the specific termination provision in
        this
        Agreement relied upon; (ii) to the extent applicable, sets forth in reasonable
        detail the facts and circumstances claimed to provide a basis for termination
        of
        the Executive’s employment under the provision so indicated; and (iii) if the
        Date of Termination is other than the date of receipt of such notice, specifies
        the termination date (which date shall be not more than thirty (30) days
        after
        the giving of such notice). 

       

      “Performance
        Objectives”
means
        the specified performance metrics adopted by the Board in resolutions dated
        December 26, 2007 and applicable to the CPUs.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      “Plan”
has
        the
        meaning assigned thereto in Section 3(b)(iii) hereof

       

      “Pro
        Rata Bonus”
has
        the
        meaning assigned thereto in Section 5(a)(ii)(D) hereof.

       

      “Peer
        Executives”
means
        the Executive Vice Presidents of the Employer other than the
        Executive.

       

      “Prior
        Award”
means
        all equity or equity-based awards, including without limitation, any Founder’s
        Unit Appreciation Rights, Performance Trust Units and other such awards,
        in each
        case, granted to the Executive prior to the Commencement Date; provided,
        however,
        that
        Prior Awards shall not include the RPUs or CPUs.

       

      “Release”
has
        the
        meaning assigned thereto in Section 5(a)(ii) hereof.

       

      “RPUs”
has
        the
        meaning assigned thereto in Section 3(b)(iii) hereof.

       

      “Separation
        from Service”
means
        the Executive’s “separation from service” from the Employer within the meaning
        of Code Section 409A(a)(2)(A)(i).

       

      “Severance”
has
        the
        meaning assigned thereto in Section 5(a)(ii) hereof.

       

      “Unit”
shall
        have the meaning assigned thereto in the Plan.

       

      
        
          
          

        

        
          21