exhibit101.htm


    Exhibit 10.1 - Employment
Agreement with Randall Dean

     

    EMPLOYMENT
AGREEMENT

     

    This
EMPLOYMENT AGREEMENT is dated as of January 15, 2008 by and between Randall Dean
(“Executive”) and Regency GP LLC (the “Managing General Partner”), the managing
general partner of the general partner of Regency Energy Partners LP (the
“Partnership”).

     

    WHEREAS,
ADJHR, LLC (the
“Company”) is an indirect wholly-owned subsidiary of the Partnership;
and

     

    WHEREAS,
the Managing General Partner wishes to employ Executive to serve as its employee
and to serve as the President and Chief Executive Officer of the
Company;

     

    NOW
THEREFORE, in consideration of the premises and the mutual covenants set forth
below, the parties hereby agree as follows:

     

    1. Employment.  The
Managing General Partner hereby agrees to employ Executive to serve as its
employee and to serve as the President and Chief Executive Officer of the
Company, and Executive hereby accepts such employment, on the terms and
conditions hereinafter set forth.

     

    2. Term.  The
period of employment of Executive by the Managing General Partner under this
Agreement (the “Employment Period”) shall commence on January 15, 2008 (the
“Commencement Date”) and shall continue through the third anniversary
thereof.

     

    3. Position and
Duties.  During the Employment Period, Executive shall serve as
the President and Chief Executive Officer of the Company, and shall report to
the Chief Executive Officer (or, if there is no Chief Executive Officer, the
highest-level executive officer) of the Managing General
Partner.  Executive shall have those powers and duties with respect to
the Company normally associated with the position of President and Chief
Executive Officer, and such other powers and duties as may be assigned to him by
the Board of Directors of the Managing General Partner (hereinafter referred to
as “Board”); provided that, the Board shall
assign him only such other powers and duties as are of a type, nature and
dignity consistent with Executive’s position, and do not violate any applicable
laws or regulations.  Subject to the remaining provisions hereof,
Executive shall devote his full working time, attention and energies to the
performance of his duties for the Managing General Partner.  Executive
shall retain the ability, without violating the terms of employment with the
Company or the Partnership’s conflict of interest policies, to (i) have an
indirect economic interest in CDM MAX, LLC, a Texas limited liability company
(“CDM MAX”), (ii) have board-level involvement with the operations and affairs
of CDM MAX, provided that such involvement
does not significantly interfere with Executive’s duties to the Company, and
(iii) receive payments related to CDM MAX, both in respect of the indirect
ownership position and consulting fees disclosed to the Managing General
Partner; provided, however, that
Executive may not cause CDM MAX to solicit customers of the Partnership or any
of its Subsidiaries in areas in which CDM MAX may become competitive with the
Partnership or any of its Subsidiaries. Executive may also manage personal
investments and engage in civic or charitable activities so long as the same do
not interfere with the performance of Executive's responsibilities as an
employee of the Managing General Partner in accordance with this
Agreement.  If, from time to time, the Company or an Affiliate
of the Company desires that the Executive render services to any such Affiliate
outside the scope of the services described above, then (i) the Company shall
first obtain authorization from the Chief Executive Officer (or, if there is no
Chief Executive Officer, the highest-level executive officer) of the Managing
General Partner and (ii) any additional compensation to Executive for providing
those services must be reasonably acceptable to Executive.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4. Place of
Performance.  The place of employment of Executive shall be at
the Company’s principal executive offices in Houston, Texas, or at such other
offices as the Board may designate; provided, that Executive shall
not be required to relocate outside of the Greater Houston Metropolitan
Area.  Executive acknowledges that he may be required to travel on
Company business during the Employment Period.

     

    5. Compensation and Related
Matters.

     

    (a) Base
Salary.  During the Employment Period, the Managing General
Partner shall pay Executive a base salary at the rate of not less than $316,900
per year (“Base Salary”).  Executive’s Base Salary shall be paid in
accordance with the Managing General Partner’s customary payroll
practices.  The Compensation Committee of the Board shall annually
review Executive’s Base Salary for increase (but not decrease), consistent with
the compensation practices and guidelines of the Managing General
Partner.  If Executive’s Base Salary is increased by the Managing
General Partner, such increased Base Salary shall then constitute the Base
Salary for all purposes of this Agreement.

     

    (b) Bonuses.  During
each full or partial fiscal year of the Managing General Partner that occurs
during the Employment Period, Executive shall be eligible for an annual
performance bonus (the “Bonus”), to be awarded and determined at the sole
discretion of the Board or its Compensation Committee, of up to 100% of
Executive’s then current Base Salary.  The Bonus, if any, may be
payable in cash, equity, or some combination thereof, at the discretion of the
Board or such Compensation Committee.   Any Bonus earned during a
fiscal year shall be paid at such time as the Managing General Partner
customarily pays annual bonuses; provided, that, Executive is still employed as
of such date, but in no event later than the 90th day of the year following the
fiscal year in which the Bonus is earned.

     

    (c) Expenses.  During
the Employment Period, the Managing General Partner shall promptly reimburse
Executive for all reasonable business expenses upon the presentation of
reasonably itemized statements of such expenses in accordance with the Managing
General Partner’s generally applied policies and procedures now in force or as
such policies and procedures may be modified with respect to all executive
officers of the Managing General Partner.  

     

    (d) Vacation.  During
the Employment Period, Executive shall be entitled to the maximum amount of paid
time off (including vacation, sick days and personal time) permitted to
employees of the Managing General Partner in accordance with the Managing
General Partner’s generally applied policy as it may be established from time to
time (assuming more than ten years’ credited service by Executive.  In
addition to vacation, Executive shall be entitled to the number of national
holidays per year that other executive officers of the Managing General Partner
with similar tenure are entitled under the Managing General Partner’s
policies.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (e) Welfare, Pension and
Incentive Benefit Plans and Perquisites.  During the Employment
Period, Executive shall be entitled to participate in such employee benefit
plans offered by the Managing General Partner, or that it may adopt from time to
time, for its executives, in accordance with the eligibility requirements for
participation therein and the other terms and conditions thereof.

     

    (f) Equity Awards. During
each fiscal year of the Company that occurs during the Employment Period,
Executive shall be eligible to receive such equity awards (which may include
Class C Common Units of Regency GP Acquiror LP) as the Board, or its
Compensation Committee, may, in its sole discretion, choose to award to
him.

     

    (g) Indemnification and
Insurance.  Executive shall be entitled to insured status under
the Managing General Partner’s Directors & Officers Liability Insurance to
the same extent that its other executive officers are insureds.  In
addition, at or about the time of the execution of this Agreement, Executive and
the Managing General Partner shall enter into an indemnification agreement in
substantially the form entered into and in effect with the Managing General
Partners' executive officers.

     

    6. Termination
Procedure.

     

    (a) Right and Notice of
Termination.  Any party may terminate the employment
relationship with or without cause or good reason.  Any termination
during the Employment Period (other than termination by death) shall be
communicated by written Notice of Termination to the other party hereto in
accordance with Section 10.

     

    (b) Date of
Termination.  “Date of Termination” shall mean (i) if
Executive’s employment is terminated by his death, the date of his death, or
(ii) if Executive’s employment is terminated pursuant to notice, the date the
Notice of Termination is provided to the other party, provided, that, if applicable,
the Notice of Termination shall not be effective until any applicable cure
period has expired and such event or events leading to such termination have not
yet been cured.

     

    (c) Consequences of Termination
by Managing General Partner Without Cause or by Executive For Good
Reason.  Should the employment relationship be
terminated:  (i) by the Managing General Partner without Cause; or
(ii) by the Executive for Good Reason, then the Executive shall be entitled
to:

     

     

    
      	
              ·  

            	
              payment
      of accrued and unpaid Base Salary, deferred compensation, and unused
      vacation time through the Date of
Termination;

            


    

     

     

    
      	
              ·  

            	
              payment
      of a lump-sum amount equal to one year of Executive’s Base Salary; provided, however, that, in case
      of a termination by Executive for Good Reason based on an Interference
      Item (as defined below), then the payment under this bullet-point
      paragraph shall be made, rather than to the Executive, into a bonus pool
      arrangement for the benefit of the Company’s employees, to be paid to
      them, as determined by the Compensation Committee of the Board, over and
      above the compensation they would otherwise receive, under a written
      arrangement in which the Executive can be reasonably assured of such
      payment into such pool for the benefit of such employees, which shall be
      implemented within 90 days following the Date of Termination or, if not so
      timely implemented, then such lump-sum payment shall be paid into a pool
      under Executive's control who shall implement such pool for the benefit of
      such employees;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              ·  

            	
              payment
      of the Bonus for the fiscal year of termination based upon the maximum
      target Bonus level for such year, prorated on a per day basis from the
      first date of such fiscal year through the Date of Termination, based on a
      calendar year of 365 or 366 days, as the case may
  be;

            


    

     

     

    
      	
              ·  

            	
              continuation
      of group health coverage, at the Managing General Partner’s expense, for
      the Executive and his spouse and dependents for a period of 36 months
      following the Date of Termination, or until the Executive and his spouse
      and dependents become eligible under another employer’s health coverage
      (whichever is sooner); and

            


    

     

     

    
      	
              ·  

            	
              notwithstanding
      anything to the contrary in any option or restricted unit agreement,
      accelerated vesting to the Date of Termination of all outstanding options
      and restricted units as well as an extension of the period during which an
      award may be exercised to one year after the Date of Termination.
      

            


    

     

    (d) Consequences of Termination
by Managing General Partner For Cause or by Executive Without Good
Reason.  Should the employment relationship be
terminated:  (i) by the Managing General Partner for Cause; or (ii) by
the Executive without Good Reason, then:

     

     

    
      	
              ·  

            	
              the
      Executive shall be entitled only to payment of accrued and unpaid Base
      Salary through the Date of Termination;
and

            


    

     

     

    
      	
              ·  

            	
              the
      Executive shall automatically forfeit all deferred compensation, unused
      vacation time, unpaid Bonuses, unredeemed equity awards, and other
      compensation, whether vested or unvested (except for vested 401(k) and
      retirement benefits).

            


    

     

    (e) Definition of Cause For
Termination.  The Managing General Partner shall have “Cause”
for termination of the employment relationship with Executive only upon any of
the following to occur:

     

     

    
      	
              ·  

            	
              Executive’s
      conviction of, or a plea of nolo contendere to, a
      crime that constitutes a felony;

            


    

     

     

    
      	
              ·  

            	
              Executive’s
      breach of his confidentiality or non-compete obligations under paragraph
      (b) or (c) of Section 7;

            


    

     

     

    
      	
              ·  

            	
              Determination
      by a court of competent jurisdiction that Executive has breached his
      fiduciary duty of loyalty, due care or good faith, as such terms are
      understood and applied to officers of business entities under Delaware
      law, to the Company or to the Managing General
  Partner;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              ·  

            	
              Executive’s
      willful or gross neglect of his
duties;

            


    

     

     

    
      	
              ·  

            	
              Executive’s
      commission of a material act of fraud or willful misconduct with respect
      to the performance of his duties;

            


    

     

     

    
      	
              ·  

            	
              Executive’s
      misappropriation of funds or property of the
  Partnership;

            


    

     

     

    
      	
              ·  

            	
              Executive’s
      knowing engagement, without the express written consent of the Managing
      General Partner or except as regarding CDM MAX in accordance with Section
      3, in any activity that competes with or is materially injurious to the
      business or reputation of the Partnership;
or

            


    

     

     

    
      	
              ·  

            	
              Executive’s
      material breach of the material terms of this
  Agreement.

            


    

     

    (f) Definition of Good Reason
For Termination.  Executive shall have “Good Reason” for
termination of the employment relationship with the Managing General Partner
upon any of the following to occur:

     

     

    
      	
              ·  

            	
              So
      long as Executive is able to perform his duties specified under Section 3
      hereof, a material change in Executive’s position or duties that is not
      agreed to in writing by Executive;

            


    

     

     

    
      	
              ·  

            	
              The
      Managing General Partner’s failure to cure a material breach by the
      Managing General Partner of the terms of this Agreement, after ten (10)
      days’ prior written notice from Executive;
or

            


    

     

     

    
      	
              ·  

            	
              Any
      (1) changes (subject to the penultimate sentence of this bullet point
      paragraph) in the Company’s key executive personnel (vice president and
      above), or material adverse change in their terms of employment, including
      salary or medical benefits, (2) material change in the business method by
      which the Company performs contract compression services, (3) cessation of
      the Company’s quarterly bonus program for employees below the executive
      management team, or any change in such program (other than the amount
      thereof) that is materially adverse to such employees, or (4) relocation
      of the Company’s corporate office; provided, however, that the items
      described in this bullet-point paragraph (“Interference
      Items”) shall no longer apply if, for any budget year (currently
      the calendar year), beginning with the year ending December 31, 2008, the
      Company’s actual revenue is more than 10% less than the budgeted revenue
      established at the beginning of that year, as then approved by the
      Board.  It shall not constitute "Good Reason" under clause (1)
      if a change in personnel occurs as the result of the death or disability
      or voluntary resignation of any such personnel, provided that Good Reason
      shall exist if the replacement of any such personnel is not designated by
      or reasonably acceptable to the Executive. It shall not constitute "Good
      Reason" under any such clause if the change or relocation is initiated or
      approved in writing by the
Executive.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7. Restrictive
Covenants.

     

    (a) Acknowledgments.  Executive
acknowledges that:  (i) as a result of Executive’s employment by the
Managing General Partner and by the Company's predecessor, Executive has
obtained and will obtain Confidential Information (as defined below); (ii) the
Confidential Information has been developed and created by the Company and the
Regency Affiliates at substantial expense, and the Confidential Information
constitutes valuable proprietary assets; (iii) the Company and the Regency
Affiliates may suffer substantial damage and irreparable harm that will be
difficult to compute if, during the Employment Period and thereafter, Executive
should enter a Competitive Business (as defined herein) in violation of the
provisions of this Agreement; (iv) the nature of the Company’s and the Regency
Affiliates' business is such that it could be conducted any where in the world
and that it is not limited to a geographic scope or region; (v) the Company and
the Regency Affiliates may suffer substantial damage that will be difficult to
compute if, during the Employment Period or thereafter, Executive should solicit
or interfere with the Company’s or any Regency Affiliate’s employees,
clients or customers or should divulge Confidential Information relating to the
business of the Company or any such Regency Affiliates; (vi) the
provisions of this Agreement are reasonable and necessary for the protection of
the business of the Company and the Regency Affiliates; (vi) in granting the
benefits to Executive under this Agreement, the Managing General Partner is
relying on Executive’s agreement to be bound by the terms hereof; and (vii) the
provisions of this Agreement will not preclude Executive from other gainful
employment.  “Competitive Business” as used in this Agreement shall
mean any business that competes, directly or indirectly, with the business of
the Company, the Partnership and its other Subsidiaries as conducted on the date
of this Agreement.  “Confidential Information” as used in this
Agreement shall mean any and all confidential and/or proprietary knowledge,
data, or information of the Partnership and its Subsidiaries, including, without
limitation, any:  (A) trade secrets, drawings, inventions,
methodologies, mask works, ideas, processes, formulas, source and object codes,
data, programs, software source documents, works of authorship, know-how,
improvements, discoveries, developments, designs and techniques, and all other
work product of the Partnership or any of its Subsidiaries, whether or not
patentable or registrable under trademark, copyright, patent or similar laws;
(B) information regarding plans for research, development, new service offerings
and/or products, marketing, advertising and selling, distribution, business
plans, business forecasts, budgets and unpublished financial statements,
licenses, prices and costs, suppliers, customers or distribution arrangements;
(C) any information regarding the compensation of employees, suppliers, agents,
and/or independent contractors of the Partnership or any of its Subsidiaries;
(D) concepts and ideas relating to the development and distribution of content
in any medium or to the current, future and proposed products or services of the
Partnership or any of its Subsidiaries; or (E) any other
information, data or the like that is labeled confidential or orally disclosed
to Executive as confidential. As defined herein, Confidential Information shall
not include information that (i) is in or becomes released into the public
domain other than as a result of Executive’s breach of any of obligations
hereunder, (ii) is required to be publicly disclosed pursuant to any applicable
state, federal or other laws, including securities laws, or (iii) becomes
available to Executive on a non-confidential basis from a source other than the
Company, the Partnership or another Subsidiary thereof, so long as such source
is not known by Executive (after reasonable inquiry) to be subject to another
confidentiality agreement with the Company, the Partnership or such
other Subsidiary. “Subsidiary” as used in this Agreement shall mean,
with respect to any Person, any corporation or other organization (including a
limited liability company or a partnership), whether incorporated or
unincorporated, of which such Person directly or indirectly owns or


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Controls at least 50% of
the securities or other interests having by their terms ordinary voting power to
elect at least 50% of the board of directors or others performing similar
functions with respect to such corporation or other organization or any
organization of which such Person is a general partner or managing
partner.  “Affiliate” as used in this Agreement shall mean, with
respect to any Person, any other Person that directly or indirectly, through one
or more intermediaries, Controls, is Controlled by, or is under common Control
with, the first mentioned Person.  "Regency Affiliates" means,
collectively, the Partnership and all Subsidiaries thereof other than the
Company.  “Person” as used in this Agreement shall mean any
individual, corporation, partnership, limited liability company, association,
trust, incorporated organization, other entity or group (as defined in Section
13(d)(3) of the Securities Exchange Act of 1934, as
amended).  “Control”, and its derivative expressions, as used in this
Agreement shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or
otherwise.

     

    (b) Confidentiality.  In
consideration of the benefits provided for in this Agreement, Executive agrees
that he will not, at any time, either during the Employment Period or
thereafter, divulge, publish or in any other manner disclose, directly or
indirectly, to any Person any, and agrees to keep in the strictest confidence
all, Confidential Information, except (i) as may be necessary to the performance
of Executive’s duties hereunder, (ii) with the Managing General Partner’s
express written consent, or (iii) where required to be disclosed by court order,
subpoena or other government process and, in such event, Executive shall
reasonably cooperate with the Managing General Partner  to the extent
he may lawfully do so in attempting to keep such information
confidential.  Upon termination, Executive agrees to promptly deliver
to the Managing General Partner the originals and all copies, in whatever
medium, of all such Confidential Information.

     

    (c) Non-Compete.  In
consideration of the benefits provided for in this Agreement, and to protect the
Confidential Information to be provided to him, Executive covenants and agrees
that during his employment and for a period of three years following the
termination of his employment for whatever reason (the “Restricted Period”), he
will not, in those geographic areas in which the Partnership or any of its
Subsidiaries actively conduct business as of the date of this Agreement or
within the preceding six months, for himself, or in conjunction with any
other Person (whether as a shareholder, partner, member, principal, agent,
lender, director, officer, manager, trustee, representative, employee or
consultant), directly or indirectly, be employed by, provide services to, in any
way be connected, associated or have any interest in, or give advice or
consultation to (in each case whether for pay or otherwise) any Competitive
Business without the Managing General Partner’s prior written consent except (i)
as specifically contemplated by, and in accordance with, Section 3 as it relates
to CDM MAX, and (ii) any investment by Executive in the publicly traded
securities of any business entity constituting less than one percent (1%) of the
securities of such class outstanding at the time any determination is made under
this clause (ii).  Should Executive be determined by a final,
non-appealable judgment of a court of competent jurisdiction to have breached
the foregoing non-compete obligation, the Restricted Period shall be extended
for the term of the breach as found by such court.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d) Non-Solicitation of
Employees.  In consideration of the benefits provided for in
this Agreement, Executive covenants and agrees that during the Restricted
Period, he will not, for himself or any other Person, directly or
indirectly (i) solicit or employ, or have or cause any other Person to solicit
or employ, any individual who is employed by the Partnership or any of its
Subsidiaries at the Date of Termination or (ii) request, cause or encourage
any employee of the Managing General Partner, the Partnership or any of its
Subsidiaries to breach or threaten to breach any terms of said employee’s
agreements with the Partnership or any of its Subsidiaries or to terminate his
or her employment with the Managing General Partner, the Partnership or any of
its Subsidiaries.  Should Executive
be determined by a final, non-appealable judgment of a court of competent
jurisdiction to have breached the foregoing non-solicitation obligation,
the Restricted Period shall be extended for the term of the breach as found by
such court. For the absence of doubt, Executive's activities as
specifically contemplated by, and in accordance with, Section 3 as it relates to
CDM MAX, shall not constitute a violation of this paragraph (d) or paragraph (e)
below.

     

    (e) Non-Solicitation of
Clients, Customers and Contact
Sources.  In consideration of the benefits provided for in this
Agreement, Executive covenants and agrees that during the Restricted Period, he
will not, for himself or any other Person, directly or indirectly:  (i)
solicit or accept any business of the type engaged in by the Company, the
Partnership or any of its other Subsidiaries, from any person or entity who, at
the time of, or at the time during the 12 months preceding, the Date of
Termination, was an existing customer, client or contact
source of the Partnership or any of its Subsidiaries; or (ii) cause any of such
clients, customers or contact sources of the Partnership or any of its
Subsidiaries to cancel or terminate any business relationship with the
Partnership or any of its Subsidiaries involving services or activities that
were directly or indirectly the responsibility of Executive during his
employment; except in any such case on behalf of the Company, the Partnership or
another Subsidiary in carrying out the Executive's duties
hereunder. 

     

    (f) Enforcement.  If
Executive commits a breach, or overtly threatens to commit a breach, of any of
the provisions of this Section 7, the Managing General Partner and the
Company shall have the right and remedy to have the provisions specifically
enforced by any court having jurisdiction, it being acknowledged and agreed by
Executive that the services being rendered hereunder to the Managing General
Partner and the Company are of a special, unique and extraordinary character and
that any such breach or threatened breach may cause irreparable injury to the
Partnership and its Subsidiaries and that money damages may not provide an
adequate remedy to the Managing General Partner or the Company.  Such
right and remedy shall be in addition to, and not in lieu of, any other rights
and remedies available to the Managing General Partner or the Company at law or
in equity in connection with any such breach.  Accordingly, Executive
consents to the issuance of an injunction, whether preliminary or permanent,
consistent with the terms of this Agreement.   

     

    (g) Blue
Pencil.  If, at any time, the provisions of this Section 7
shall be determined to be invalid or unenforceable under any applicable law, by
reason of being vague or unreasonable as to area, duration or scope of activity,
this Agreement shall be considered divisible and shall become and be immediately
amended to only such area, duration and scope of activity as shall be determined
to be reasonable and enforceable by the court or other body having
jurisdiction over the matter, and Executive and the Managing General Partner
agree that this Agreement as so amended shall be valid and binding as though any
invalid or unenforceable provision had not been included herein.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (h) EXECUTIVE
ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS SECTION 7 AND HAS HAD THE
OPPORTUNITY TO REVIEW ITS PROVISIONS WITH ANY ADVISORS AS HE CONSIDERED
NECESSARY AND THAT EXECUTIVE UNDERSTANDS THIS AGREEMENT’S CONTENTS AND SIGNIFIES
SUCH UNDERSTANDING AND AGREEMENT BY SIGNING BELOW.

     

    8. Resolution of Differences
Over Breaches of Agreement.  The parties shall use their good
faith efforts to resolve any controversy or claim arising out of, or relating
to, this Agreement or the breach thereof, first in accordance with the Managing
General Partner’s internal review procedures, including prior to any
determination of Cause or Good Reason, except that this requirement shall not
apply to any claim or dispute under or relating to Section 7 of this
Agreement.   

     

    9. Successors; Binding
Agreement.  The
rights and benefits of Executive hereunder shall not be assignable, whether by
voluntary or involuntary assignment or transfer by Executive, except that
payments and benefits payable to Executive hereunder shall inure to the benefit
of his estate, spouse and beneficiaries, as applicable.  This Agreement shall be binding upon, and inure to the benefit of, the
successors and assigns of the Managing General Partner, and the estate, heirs,
executors, administrators, beneficiaries and permitted assigns of the Executive,
and shall be assignable in whole (but not in part) by the Managing General
Partner to any entity acquiring, directly or indirectly, the Company or
substantially all of the assets of the Company, whether by merger,
consolidation, sale of assets or similar transactions, without, however,
relieving the Managing General Partner of its obligations hereunder (including
those after the date of assignment).

     

    10. Notice.  For
the purposes of this Agreement, notices, demands and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have
been duly given on the date personally delivered or three business days
following the date deposited in the United States  mail (certified or
registered, return receipt requested, postage prepaid), addressed, in case of
Executive, to the last address on file with the Company and, if to the Managing
General Partner, to its executive offices or to such other address as any party
may have furnished to the other in writing in accordance herewith, except that
notices of change of address shall be effective only upon receipt.

     

    11. Governing Law; Venue;
Severability.  This Agreement is governed by, and is to be
construed and enforced in accordance with, the laws of the State of Texas
without regard to principles of conflicts of laws. Each party (i) consents to
submit itself and himself to the personal jurisdiction of any federal or state
court located in Houston, Texas if any dispute arises out of this Agreement or
any of the transactions contemplated herein, (ii) agrees that it or he will not
attempt to deny or defeat such personal jurisdiction by motion or other request
for leave from any such court and (iii) agrees that it or he will not bring any
action relating to this Agreement or any of the transactions contemplated herein
in any court other than any federal or state court sitting in Houston,
Texas. Except as otherwise provided herein, if any portion of this
Agreement is at any time deemed to be in conflict with any applicable statute,
rule, regulation or ordinance, such portion shall be deemed to be modified or
altered to conform thereto or, if that is not possible, to be omitted from this
Agreement, and the invalidity of any such portion shall not affect the force,
effect and validity of the remaining portion hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    12. Amendment.  No
provisions of this Agreement may be amended, modified, or waived unless such
amendment or modification is agreed to in writing signed by Executive and by a
duly authorized officer of the Managing General Partner, and such waiver is set
forth in writing and signed by the party to be charged.  No waiver by
either party hereto at any time of any breach by the other party hereto of any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time.

     

    13. Survival.  The
respective obligations of, and benefits afforded to, Executive and Managing
General Partner and the Company as provided in Section 7 of this Agreement
shall survive the termination of this Agreement, together with any other
provisions hereof which by their nature contemplate survival.

     

    14. Mutual Non-Disparagement
Obligation.  Executive agrees that he shall not, during the
employment relationship and for a period of three years after the Date of
Termination, make any disparaging remarks concerning the Company, the Managing
General Partner, the Partnership or any of its Subsidiaries.  The
Managing General Partner agrees that it shall not, and it shall not cause or
permit the Company, the Partnership or any of the Partnership’s other
Subsidiaries to, during the employment relationship and for a period of three
years after the Date of Termination, make any disparaging remarks concerning the
Executive.

     

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

     

    16. Entire
Agreement.  This Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter contained herein and
supersedes all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, in
respect of such subject matter.  Any prior agreement of the parties
hereto in respect of the subject matter contained herein is hereby terminated
and canceled as of the date hereof.

     

    17. Section
Headings.  The section headings in this Agreement are for
convenience of reference only, and they form no part of this Agreement and shall
not affect its interpretation.

     

    18. Withholding.  All
payments hereunder shall be subject to any required withholding of Federal,
state and local taxes pursuant to any applicable law or regulation.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    19. Representation.  Executive
represents and warrants to the Managing General Partner, and Executive
acknowledges that the Managing General Partner has relied on such
representations and warranties in employing Executive to serve as the President
and Chief Executive Officer of the Company, that neither Executive’s duties as
an employee of the Managing General Partner nor his performance of this
Agreement will breach any other agreement to which Executive is a party,
including, without limitation, any agreement limiting the use or disclosure of
any information acquired by Executive prior to his employment by the Managing
General Partner.  In addition, Executive represents and warrants and
acknowledges that the Managing General Partner has relied on such
representations and warranties in employing Executive, and that he has not
entered into, and will not enter into, any agreement, either oral or written, in
conflict herewith.

     

    20. Mitigation.  Executive
shall not be required to mitigate amounts payable under this Agreement by
seeking other employment or otherwise, and there shall be no offset against
amounts due Executive under this Agreement on account of subsequent employment
except as specifically provided herein.

     

    [Signature
page follows]

     


    
      
        
           

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first above written.

     

    


    
      	 
      	 
      	
              REGENCY
      GP, LLC

            
	 
      	 
      
	 
      	 
      
	 
      	 
      	
              By:
      /s/ Charles M. Davis,
      Jr.                       
      

              Name:
      Charles M. Davis, Jr.

              Title:
      Senior Vice President

            
	 
      	 
      	 
      
	 
      	 
      
	 
      	
              EXECUTIVE

            
	 
      	 
      
	 
      	 
      	By:
      /s/ Randall H.
      Dean                                  
        
	 
      	 
      	
              Randall
      Dean