exv10w22






Exhibit 10.22









September 7, 2010




Mr. Mark G. Stockard

19911 Erika Way

Katy, Texas 77450




Dear Mark:




     As we have discussed, we are pleased to offer you a position with Crestwood Midstream
Partners, LLC (Crestwood or the Company). As you know, Crestwood is in the process of acquiring all
of the interests in Quicksilver Gas Services LP (NYSE:KGS) held by Quicksilver Resources Inc. We
expect that the KGS Acquisition will occur on or about October 1, 2010. Subsequent to closing,
Crestwood, and our partner First Reserve Corporation (FRC) will own 100% of the general partner of
KGS and approximately 62.5% of the outstanding limited partner units of KGS through our holding
company Crestwood Holdings Partners, LLC. In addition to continuing to acquire midstream assets
through our partnership with FRC, the Crestwood executive team will become the executive management
team for KGS with all the attendant duties and responsibilities regarding a publicly traded master
limited partnership. We think your background and experience are particularly well suited for the
dual executive responsibilities of Crestwood and KGS and our compensation arrangement with you will
reflect performance expectations and incentive compensation opportunities from both entities. It is
our strong belief that you will become an integral part of the Crestwood team and that you will
benefit from your association with the Crestwood partners, employees and investors. This letter is
intended to outline the terms of your employment should you accept.




	 	1.	 	Position: You will be Vice President — Treasurer and Investor
Relations, devoting substantially all of your time to the handling of the treasury,
cash management, debt compliance, business planning and budgeting and investor
relations matters on behalf of Crestwood, its subsidiaries and affiliates including
KGS. In this role, you will be expected to coordinate the relationships with all of
Crestwood’s commercial banks and financial cash management institutions, supervise the
in-house treasury and cash management functions, direct the Company’s annual budget and
business plan process and manage the investor relations of KGS including the
preparation and presentation of public materials and disclosures pursuant to SEC and
NYSE rules and regulations as required. You will be an integral part of the Crestwood
and KGS management team and will participate in all executive, operational and
strategic decisions as a part of the Crestwood executive management team.




 









 












	 	2.	 	Start Date: Should you accept this offer, your employment will commence
as of October 1, 2010.
	 
	 	3.	 	Compensation: Your total compensation package shall include (i) annual
base salary and annual bonus, (ii) annual KGS equity grant pursuant to KGS’ Second
Amended and Restated 2007 Equity Plan (the KGS Equity Plan), (iii) a one-time KGS
equity grant pursuant to the KGS Equity Plan, and (iv) a one-time Crestwood Incentive
Unit grant representing a “profits interest” in Crestwood pursuant to the Amended and
Restated Operating Agreement of Crestwood Midstream Partners II, LLC dated April 30,
2010 (the Crestwood/FRC Agreement). The annual base salary and bonus shall be
determined at the sole discretion of the Crestwood Management Committee, of which
Robert G. Phillips is a member, as defined in the Crestwood/FRC Agreement. The annual
KGS equity grant shall be determined at the sole discretion of the Board of Directors
of KGS. Your initial compensation arrangement with the Company shall be as follows:






	 	a.	 	Annual Base Salary — shall be paid twice monthly in
cash at an annualized rate of $220,000. Any adjustments in your base salary
thereafter shall be at the discretion of the Crestwood Management Committee.
	 
	 	b.	 	Annual Bonus — shall be paid annually in cash up to a
target bonus amount of 50% of your base salary. Your 2010 annual bonus shall be
calculated on a pro-rata basis considering the effective date of your
agreement. Your annual bonus shall be determined by the Crestwood Management
Committee based upon your individual performance and the Company’s performance
(including KGS) relative to approved financial and non-financial goals for the
Company as set by the Crestwood Management Committee and/or the Board of
Directors of KGS as applicable. Any adjustments in your annual target bonus
shall be at the discretion of the Crestwood Management Committee pursuant to
the Crestwood/FRC Agreement.
	 
	 	c.	 	Annual KGS Equity Grant — shall be issued annually in
an amount equal to 45% of your base salary (provided, however, that you shall
receive an initial Annual KGS Equity Grant, as of your effective date, equal to
125% of your 2010 target equity amount). It is contemplated that the initial
equity grant under this provision shall be in the form of a Phantom Unit equity
grant, as set forth in Section 8 of the KGS Equity Plan, and shall be subject
to grantee’s acceptance of the terms included in a Phantom Unit Award
Agreement. Any equity grant issued shall be pursuant to the terms and
conditions of the KGS Equity Plan including a three-year vesting period and
shall be at the sole discretion of the Crestwood Management Committee and/or
the Board of Directors of KGS as applicable.
	 
	 	d.	 	One-time KGS Equity Grant — shall be issued at your
effective date in the amount of $100,000 of KGS Restricted Units, with
distribution rights, to




 









 






	 	 	 	compensate you for the forfeiture of your current Buckeye Pipeline Partners LP
equity grant of 2,600 restricted units with an approximate value of $164,000.
Any Restricted Unit grant hereunder shall be pursuant to Section 7 of the KGS
Equity Plan and shall be subject to grantee’s acceptance of the Restricted Unit
Grant Award Agreement which shall include but not be limited to a three-year
vesting period.
	 
	 	e.	 	One-time Crestwood Incentive Unit Grant — shall be
issued at your effective date pursuant to the Crestwood/FRC Agreement in an
amount equal to 20,000 Crestwood Incentive Units. The grant of Crestwood
Incentive Units shall represent a “profits interest” in the Company and shall
be made pursuant to and shall be conditioned upon grantee’s acceptance of an
Equity Agreement which shall describe the terms and conditions of the grant
including but not limited to vesting, repurchase rights, forfeiture and
transfer obligations.






	 	4.	 	Expenses: You will be entitled to reimbursement for such reasonable
travel and other expenses incurred in the performance of your duties, provided such
expenses are documented as required by federal tax laws and rules.
	 
	 	5.	 	Benefits: During your employment, you will be entitled to participate
in Crestwood’s comprehensive benefit program which includes medical, dental, vision,
disability, 401(k) and other benefit plans. A copy of our benefit summary is attached
hereto. Additionally, you shall be entitled to up to 4 weeks per year time off for
vacations and up 10 days per year for sick days and holidays.





     By signing this letter, you agree that this position is for no set term and that our
employment relationship is strictly voluntary and at-will on both sides. This offer is further
subject to your execution and delivery of the various equity grant or award agreements as described
hereinabove.



     Please evidence your agreement with the foregoing by signing below and returning a copy to me
at 717 Texas Avenue, Suite 3150, Houston, Texas 77002.





	 	 	 	 	 
	 	Sincerely,
 	 
	 
	 	CRESTWOOD MIDSTREAM PARTNERS, LLC

 	 
	 	By:  	/s/ Robert G. Phillips
 	 
	 	 	Robert G. Phillips 	 
	 	 	President and CEO 	 
	 








 









 











ACKNOWLEDGED AND AGREED

THIS 17th DAY OF SEPTEMBER





/s/ Mark Stockard

 


MARK STOCKARD