Exhibit 10.11


 


SECOND AMENDMENT TO EMPLOYMENT AGREEMENT


 


This Second Amendment to
Employment Agreement (“Second Amendment”) is entered into between CPNO
Services, L.P., a Texas limited partnership (“Employer”), R. Bruce Northcutt (“Employee”),
and the entities set forth on Exhibit A hereto (the “Copano Controlling
Entities”) effective as of this 1st day of March, 2005 (the “Effective Date”).  Capitalized terms used in this Second
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”), the Copano Controlling
Entities (or their predecessors) and Employee have entered into an Employment
Agreement dated April 9, 2003, as amended by that certain First Amendment to
Employment Agreement dated July 30, 2004 (“Employment Agreement”); and


 


WHEREAS, pursuant to Section
13 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 further 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, Employee and the Copano
Controlling Entities 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 4.1 is amended in its entirety to read as
follows:  “Employee shall be paid
effective March 1, 2005 an annual base salary of $226,000 (the “Base Salary”),
subject to Employer’s standard payroll practice and all customary payroll
deductions.”


 


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


 


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


 


2.                                       by inserting the following sentence at the
end of the Section: “From and after April 28, 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 April 28, 2005.”


 


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


 


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


 


“(d)
(i) if with respect to any period prior to April 28, 2005, any bonus granted
but not paid; provided however, in the event of termination of this Agreement
pursuant to Section 6.1(a)(ii) or (iii), 
the governing bodies of the Copano Controlling Entities shall make a
determination with respect to any bonus earned by Employee pursuant to Section
4.2 for the period commencing upon the most recent anniversary of the
Commencement Date, and Employee or his estate shall additionally be entitled to
receive such bonus, if any or (ii) if respect to any period subsequent to April
27, 2005, any bonus to which Employee is entitled under the Management Bonus
Plan or if not then in effect, a bonus upon the same terms as those in


 





















 


effect for periods prior to
April 28, 2005.”


 


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 Second Amendment.


 


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


 


SECTION 5.         Execution.
 This Second 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 Second Amendment as of the day and year first
written above, to be effective for all purposes as of the Effective Date.


 


 


	
   

  	
  /s/ R. Bruce Northcutt

  
	
   

  	
  R. Bruce Northcutt

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CPNO SERVICES, L.P.

  
	
   

  	
  By:

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ John R. Eckel, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
  John R. Eckel, Jr.,
  Chairman and Chief

  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COPANO ENERGY SERVICES GP,
  L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Eckel, Jr.

  
	
   

  	
   

  	
  John R. Eckel, Jr.,
  Chairman and Chief

  
	
   

  	
   

  	
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COPANO ENERGY SERVICES
  (TEXAS) GP, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Eckel, Jr.

  
	
   

  	
   

  	
  John R. Eckel, Jr.,
  Chairman and Chief

  
	
   

  	
   

  	
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COPANO FIELD SERVICES GP,
  L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Eckel, Jr.

  
	
   

  	
   

  	
  John R. Eckel, Jr.,
  Chairman and Chief

  
	
   

  	
   

  	
  Executive Officer

  



 





















 


	
   

  	
  COPANO FIELD
  SERVICES/CENTRAL GULF COAST

  GP, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Eckel, Jr.

  
	
   

  	
   

  	
  John R. Eckel, Jr.,
  Chairman and Chief

  
	
   

  	
   

  	
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COPANO NGL SERVICES GP,
  L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Eckel, Jr.

  
	
   

  	
   

  	
  John R. Eckel, Jr.,
  Chairman and Chief

  
	
   

  	
   

  	
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COPANO PIPELINES GP,
  L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Eckel, Jr.

  
	
   

  	
   

  	
  John R. Eckel, Jr.,
  Chairman and Chief

  
	
   

  	
   

  	
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COPANO PIPELINES (TEXAS)
  GP, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Eckel, Jr.

  
	
   

  	
   

  	
  John R. Eckel, Jr.,
  Chairman and Chief

  
	
   

  	
   

  	
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COPANO PROCESSING GP,
  L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Eckel, Jr.

  
	
   

  	
   

  	
  John R. Eckel, Jr.,
  Chairman and Chief

  
	
   

  	
   

  	
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COPANO/WEBB-DUVAL PIPELINE
  GP, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Eckel, Jr.

  
	
   

  	
   

  	
  John R. Eckel, Jr.,
  Chairman and Chief

  
	
   

  	
   

  	
  Executive Officer

  



 





















 


	
  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

  



 





















 


Exhibit A


 


Copano Controlling Entities:


 


Copano Energy Services GP, L.L.C.


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


Copano Field Services GP, L.L.C.


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


Copano NGL Services GP, L.L.C.


Copano Pipelines GP, L.L.C.


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


Copano Processing GP, L.L.C.


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