Exhibit 10.14


 


 


FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


 


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


 


RECITALS


 


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


 


WHEREAS, pursuant to Section
10.5 of the Employment Agreement, Copano Operations assigned its rights and
obligations thereunder to Employer effective January 1, 2005;


 


WHEREAS, the parties have
determined that it is in their mutual interest to amend the Employment
Agreement, and take certain other actions, as set forth herein;


 


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


 


AGREEMENT


 


SECTION
1.         Amendments
to Employment Agreement.  The Employment Agreement is hereby amended as
follows:


 


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


 


B.            Section 3.2 of the Employment
Agreement is hereby amended:


 


1.                           by inserting the words “For periods prior to
January 1, 2005,” at the beginning of the first sentence of the Section; and


 


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


 


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


 


D.                                    Section
4.3 of the Employment Agreement is hereby amended by inserting at the end of
the first sentence the phrase “; provided, however, that, notwithstanding
subsection (d) hereof, for any periods subsequent to December 31, 2004, the
Employee’s right to receive any bonus payment is governed solely by the
provisions of the Management Bonus Plan for so long as the Management Bonus
Plan is in effect”.


 





















 


SECTION 2.         Employment Agreement to Remain in Full Force and
Effect.  The Employment Agreement, as
amended hereby, shall remain in full force and effect.


 


SECTION 3.         Further Assurances.  The parties will execute such
additional documents and instruments, and take such further actions, as are
necessary or appropriate to give effect to the terms of this First Amendment.


 


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


 


SECTION 5.         Execution.  This First Amendment may be
executed in multiple counterparts, each of which shall be deemed in original
but all of which shall be deemed one instrument.


 


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


 


 


	
   

  	
  /s/ James J. Gibson, III

  
	
   

  	
  James J. Gibson, III

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CPNO SERVICES, L.P.

  
	
   

  	
  By:

  	
  CPNO Services GP, L.L.C.,
  its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ John R. Eckel, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
  John R. Eckel, Jr.,
  Chairman and Chief

  
	
   

  	
   

  	
   

  	
   

  	
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED AND AGREED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  COPANO ENERGY, L.L.C.

  	
   

  	
   

  
	
  (F/K/A COPANO ENERGY
  HOLDINGS, L.L.C.)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/John R. Eckel, Jr.

  	
   

  	
   

  	
   

  
	
   

  	
  John R. Eckel, Jr.,
  Chairman and Chief

  	
   

  	
   

  
	
   

  	
  Executive Officer