not to compete with any Service Recipient during thetime that this Agreement is in effect or for a one-year period following his resignation fromemployment, whichever is longer; and Bopp’s acknowledgement and agreement (on behalf of himself,his affiliates, heirs, agents, and assigns) that he knowingly, voluntarily and irrevocably releasesCPNO and Copano and all of their affiliated entities and personnel, including but not limited totheir respective past, present and future directors, managers, officers, agents and employees(collectively, the “Released Parties”) from any and all claims, rights, actions, causes of action,demands, suits, agreements, obligations or liabilities of whatever kind or nature, known orunknown, liquidated or non-liquidated, contingent or absolute, arising out of federal, state, localor at common law, which Bopp ever had, now has or may have against the Released Parties, arisingout of or relating in any way to Bopp’s employment with, previous work for, or separation from,CPNO, or any of the Released Parties.     Without limitation, this release and waiver of claims includes (i) all claims under Title VIIof the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Employee Retirement Security Actof 1974; the Fair Labor Standards Act of 1938, as amended; the Age Discrimination in EmploymentAct; the Older Workers Benefit Protection Act; the Americans with Disabilities Act; the Family andMedical Leave Act; the Labor Management Relations Act; the Texas Commission on Human Rights Act;the Texas Workers’ Compensation Act; the Texas Labor Code; any other relevant state law; theOccupational Safety and Health Act; (ii) all other federal, state or local constitutional,statutory or common law claims or actions that are permitted to be waived in this context and thatin any way refer to or arise out of Bopp’s employment with, previous work for, or separation fromCPNO or any of the Released Parties; (iii) all claims of breach of contract, sounding in tort, orof wrongful discharge; and (iv) all claims to any compensation, including but not limited to anyrights to any salary, bonus, or severance payments.     By signing this Agreement, Bopp expressly agrees and understands that he is giving to theReleased Parties a general release and waiver of any and all such claims that Bopp may have againstany of the Released Parties.3. **No Suits or Proceedings.**Bopp agrees not to file any suit or institute any other type ofproceeding against the Released Parties in any local, state or federal court or agency under theseor any other laws or applicable regulations, arising out of or relating in any way to Bopp’semployment with, previous work for, or separation from CPNO or any of the Released Parties.4. **Representation Regarding Proceedings.**Bopp represents and warrants that he has not made,filed or lodged any complaints, charges, or lawsuits or otherwise directly or indirectly commencedany proceeding against the Released Parties with any governmental agency, department, or official,any regulatory authority, or any court, other tribunal, or other dispute resolution body. Boppfurther represents and warrants that he has not previously assigned or transferred to any otherperson or entity any claims orrights that are the subject of the waivers and releases contained in this Agreement.5. **Time in Which to Consider Agreement; Revocation of Agreement.****Bopp**
 

 
**acknowledges andunderstands that he has twenty-one (21) calendar days to consider this Agreement prior to signingit. Bopp further acknowledges that he has seven (7) calendar days following delivery of the fullysigned Agreement to revoke or rescind the Agreement, and further acknowledges and understands thatthe Agreement will not be effective or enforceable until such seven (7) day period has expired andBopp has not revoked the Agreement during such period.**6. **Confidential Information.**Bopp acknowledges that during the course of his employment andduring the term of the Agreement, Bopp has had and will have access to highly confidentialinformation about the Released Parties’ business, including but not limited to (i) information andrecords about customers, partners, business methods or practices, (ii) finances, (iii) accounting,(iv) pricing or pricing strategies, (v) contracts, (vi) vendors, (vii) computer hardware, software,and operating systems, (viii) training programs and (ix) potential acquisition opportunities of theReleased Parties (collectively “Confidential Information”). Confidential Information shall alsoinclude the terms and existence of this Agreement. Bopp further acknowledges his obligation ofconfidentiality under the Code with respect to the Confidential Information of Copano and itssubsidiaries.     Bopp acknowledges and agrees that all Confidential Information is and shall at all timesremain the property of the Released Parties. Bopp agrees that he will immediately return allConfidential Information in his possession or control, and will retain no copies thereof (includingelectronic copies). Bopp further agrees that he will not, at any time, directly, indirectly, orotherwise, use, disseminate or disclose any Confidential Information without prior written consentfrom CPNO. Bopp also agrees to immediately return to CPNO, in good order and condition, all otherCPNO property of any sort that is in his possession or under his control including, withoutlimitation, all computers and related hardware and software, mobile telephones, personal digitalassistants, documents (regardless of formats), records, manuals, and any and all property belongingto CPNO.7. **Covenant not to Compete.** In consideration of the various promises made by CPNO, Copanoand the Service Recipients to continue to provide Confidential Information to Bopp in order toperform his Services (as defined below), Bopp agrees that during the time that this Agreement is ineffect or for a one-year period following his resignation from employment, whichever is longer, heshall not, directly or indirectly, jointly or individually, through other entities or persons oreither on his own behalf or in the service of others, practice or attempt to compete with anyService Recipient or work with or for any person or entity that engages in the midstream naturalgas business or that otherwise provides the same services or engages in the same business as anyService Recipient or any of their subsidiaries in any county or adjacent county in Texas, Oklahoma,Colorado or Wyoming in which any Service Recipient does or has done business during the term ofBopp’s employment or during the time that this Agreement is in effect. Bopp agrees that theprovisions of this paragraph are reasonable in time, area, and scope, and that in the event ofBopp’s breach of this covenant not to compete,CPNO, Copano and the Service Recipients shall suffer irreparable harm and shall be entitled toinjunctive relief and any other appropriate damages.
 

 
     **Acknowledgements.** Bopp acknowledges that he was advised to consult an attorney aboutthe contents and meaning of this Agreement and that Bopp’s decision whether or not to consult anattorney was made independently by Bopp. Bopp also acknowledges that he has carefully read andunderstands all of the provisions of this Agreement, including, without limitation, the waiver andrelease provisions contained herein, that this Agreement is made with Bopp’s full knowledge andconsent, that it was not procured by fraud, duress or mistake and that Bopp is not relying upon anystatement or representation of any of the Released Parties except as expressly contained in thisAgreement. Bopp also acknowledges that he is not relying upon any oral or written representationsof the Released Parties in signing this Agreement.     Bopp acknowledges and agrees that the releases, waivers and covenants contained in thisAgreement shall be and remain in effect even if Bopp later discovers facts relating to the ReleasedParties, his employment, or separation from employment that are in addition to or different fromwhat Bopp knows now. Bopp acknowledges and agrees that the releases and covenants provided in thisAgreement shall be binding, unconditional and final upon the effectiveness of this Agreement.8. **Non-disparagement.** Bopp shall at all times conduct himself in a manner that will not inany way impair, harm or prejudice the name, reputation or business interests of the ServiceRecipients and their respective owners, officers, directors, employees, and agents. CPNO and Copanoshall at all times conduct themselves in a manner that will not in any way impair, harm orprejudice the name, reputation or business interests of Bopp. The parties’ non-disparagementobligations shall survive the expiration or any termination of this Agreement.9. **Services to be Provided by Bopp.** Bopp agrees to provide such advisory and consultingservices and cooperation with respect to services needed from Bopp during the Term (as definedbelow) by any Service Recipient (1) to facilitate business continuity from a corporate developmentperspective and (2) assist in transferring responsibilities relating to the acquisition process ofthe Service Recipients (“Services”). Bopp shall make himself reasonably available to performServices requested by the Service Recipients during the Term of the Agreement in an amount nogreater than 20 hours per month. Services will be provided by telephone and electronic mail and, ifnecessary, at in-person meetings at a location mutually agreeable and convenient to Bopp andService Recipients. Service Recipients will provide Bopp with such access and equipment necessaryto perform the Services hereunder.10. **Compensation for Services.** CPNO agrees to compensate Bopp at a rate of $20,333.34 permonth for the Term of this Agreement. The compensation shall be paid to Bopp semi-monthly inaccordance with CPNO’s regular accounts payable practices.11. **Reimbursement for Expenses.** CPNO agrees to reimburse Bopp for expenses incurred whileperforming the Services, provided that such expenses are incurred at therequest of, and are pre-approved by a Service Recipient. In accordance with Copano’s policyregarding business expenses, all expenses greater than $50.00 (Fifty Dollars and No Cents) shall besupported by receipts.
 

 
12. **Indemnity.**CPNO agrees to indemnify Bopp for any claims, including associated legalfees and expenses, that may be asserted against Bopp on account of his good-faith execution of theServices provided pursuant to this Agreement, but only to the extent that such claims do not arise,directly or indirectly, out of Bopp’s gross negligence or willful misconduct. Bopp agrees tocooperate fully with CPNO in the defense of any claims for which CPNO is obligated to indemnifyBopp.13. **Term; Termination.**This Agreement shall be effective as of May 31, 2008 and shallcontinue until May 30, 2009 unless terminated by either party as the result of a breach of thisAgreement by the other party (the “Term”). In case of such termination, CPNO shall compensate Boppfor the Services provided before termination of the Agreement.14. **Independent Contractor.**Bopp will act as an independent contractor in the performanceof the duties set forth in this Agreement, and shall have no authority to incur any obligations orliabilities on behalf of the Service Recipients, and shall not be deemed to be an agent of theService Recipients. Bopp shall be solely responsible for determining the means and methods forperforming the Services. Neither CPNO nor any other Service Recipient shall have any obligation toBopp with respect to retirement benefits, health insurance, life insurance or any other similarbenefits, and Bopp fully waives and releases any claim to benefits from any Service Recipient onaccount of the Services. Bopp understands and acknowledges that he is not an employee of CPNO orany other Service Recipient and that there shall be no employer-employee relationship between CPNOor any other Service Recipient and Bopp.15. **Standard of Performance.**Bopp agrees to perform the Services with that standard ofcare, skill and diligence normally provided by a professional person in the performance of similarservices. Any work prepared by Bopp for a Service Recipient shall become the property of theService Recipient and shall be provided to such Service Recipient upon termination of thisAgreement. Bopp shall comply with all applicable laws and regulations in performing the Services,as well as with Copano’s Code of Business Conduct and Ethics and other applicable policies.16. **Taxes.**Bopp shall be responsible for any and all taxes that may be imposed upon Bopp asa result of providing Services hereunder.17. **Governing Law.** This Agreement shall be governed by, construed, interpreted and enforcedin accordance with the laws of the State of Texas, without reference to principles of conflicts oflaw, as applied to such contracts entered into and wholly performed within such State of Texas. Theparties agree to submit to the jurisdiction of the courts of Harris County, Texas.18. **Miscellaneous.**(a) This Agreement does not create a joint venture, partnership, or other type of business entitybetween any Service Recipient and Bopp.
 

 
(b) Bopp may not assign his rights or obligations hereunder without the prior written consent ofCPNO. This Agreement may be assigned by any Service Recipient to its affiliate or successor.(c) Bopp shall not represent himself as acting as the agent or representative of any ServiceRecipient.(d) This Agreement represents the entire Agreement between the parties with respect to theServices, and supersedes all previous agreements between the parties, whether oral or written, withrespect to employment, termination of employment or the Services, including, without limitation,the Offer Letter. This Agreement may not be modified except by the written agreement of theparties.     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in one ormore counterparts, attested by the hands of their proper officers duly authorized in that behalfas of the date first written above.         CPNO SERVICES, L.P.           By: CPNO Services GP, L.L.C., general partner           By: /s/ John R. Eckel, Jr.           Name: John R. Eckel, Jr.    Title: Chairman and Chief Executive Officer           COPANO ENERGY, L.L.C.           By: /s/ John R. Eckel, Jr.           Name: John R. Eckel, Jr.    Title: Chairman and Chief Executive Officer  Accepted and Delivered this 15th day of May, 2008RONALD W. BOPP   /s/ Ronald W. Bopp