Exhibit 10.10


 


Assignment and Assumption
Agreement


 


 


This Assignment and Assumption Agreement (this “Agreement”)
is entered as of this 1st day of January, 2005 (the “Effective Date”), by and
between Copano/Operations, Inc., a Texas corporation (“Assignor”),
and CPNO Services, L.P., a Delaware limited partnership (“Assignee”).  Assignor and Assignee are sometimes
individually referred to herein as a “Party” or
collectively as the “Parties”.


 


Assignor
is a party to that certain Employment Agreement dated April 9, 2003, between
Assignor, the Copano Controlling Entities (as defined therein) and R. Bruce
Northcutt, as amended by that certain First Amendment to Employment Agreement
dated July 30, 2004 (the “Employment
Agreement”);


 


Pursuant to Section 13 of the Employment Agreement, Assignor desires to
assign to Assignee Assignor’s rights (the “Assigned Rights”)
and obligations (the “Assigned Obligations”)
under the Employment Agreement relating to periods on and after the Effective
Date as set forth below; and


 


Assignee desires to assume the Assigned Rights and Assigned
Obligations, on and after the Effective Date;


 


NOW, THEREFORE, in consideration
of the above recitals and the mutual covenants and agreements set forth below,
the Parties covenant and agree as follows:


 


1.             Assignment.  Assignor
hereby sells, conveys, transfers, delivers and assigns to Assignee, and
Assignee hereby accepts, all of Assignor’s right, title and interest in and to
the Employment Agreement, whether accrued, absolute or contingent, from and
after the Effective Date, together with the Assigned Rights and the Assigned
Obligations related thereto.


 


2.             Assumption.  Assignee
hereby assumes and agrees to pay, perform and discharge the Assigned
Obligations when due.


 


3.             Miscellaneous.


 


(a)           Successors and Assigns. 
This Agreement shall be binding upon, and inure to the benefit of, the
Parties and their respective successors and assigns.


 


(b)           Governing Law.  This
Agreement shall be governed by and construed in accordance with the domestic
laws of the State of Texas without giving effect to any choice or conflict of
law provision or rule (whether of the State of Texas or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of Texas.


 


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


 


IN WITNESS WHEREOF, the Parties
have executed this Agreement as of the date first above written.


 


 


	
   

  	
  “ASSIGNOR”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COPANO/OPERATIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John R. Eckel, Jr.

  
	
   

  	
   

  	
  John R. Eckel, Jr.,
  Chairman and Chief

  
	
   

  	
   

  	
  Executive Officer

  



 





















 


	
   

  	
  “ASSIGNEE”

  
	
   

  	
   

  
	
   

  	
  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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Acknowledged by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ R. Bruce Northcutt

  	
   

  	
   

  
	
  R. Bruce Northcutt