knightex10_1.htm


    


      Exhibit
10.1

      


      FIRST
AMENDMENT TO RETENTION AND RELOCATION AGREEMENT

      


      This
First Amendment to Retention and Relocation Agreement (“First Amendment”) is
entered into as of July 16, 2008 between Knight Inc. f/k/a Kinder Morgan, Inc.
(together with its successors hereinafter “KM”), and Scott E. Parker (“Employee
or Parker”).

       

      WHEREAS,
the Parties previously entered into a Retention and Relocation Agreement
effective March 5, 2007 (the “Agreement”), providing Employee incentive with
certain retention payments, allowing for the relocation of Employee, and
establishing certain terms to extend past active employment, including, without
limitation, terms relating to non-competition, non-solicitation, and
confidentiality;

       

      WHEREAS,
Employee has requested that he be allowed to step down from the position of
President-Gas Pipes and KM hereby agrees to that request; and

       

      WHEREAS,
KM states that Employee performed exceptionally well as the President of the Gas
group and agrees that Employee has made this request solely for personal
reasons:

       

      WHEREAS,
Employee agrees that ample consideration is provided to ensure enforcement of
such provisions and the waiver of certain rights as set forth
herein;

       

      NOW
THEREFORE, in consideration of the foregoing premises and the following
promises, the parties hereby agree as follows:

       

      1.         Paragraph
1 of the Agreement is replaced with the following (the additional or changed
language is shown below in italics):

       

      1.           Intent of the
Parties.  It is the intent of the parties that Employee shall
be employed at will by KM.  Employee acknowledges and agrees that this
Agreement shall not be interpreted to entitle Employee to any payment upon
separation from the employ of KM, except as provided in section
5.  Effective August
1, 2008, Employee shall be reassigned to the position of Vice President –
Business Development for the natural gas pipes business.  The Parties
agree that this reassignment does not trigger any obligation on the part of KM
under Section 4(b) of the Agreement.  Employee will be based out of
the Downers Grove office and no longer have the obligation to split time between
the Houston office and Downers Grove office.  Additionally, Employee
shall be allowed to work from home on occasion as approved by the President –
Gas Pipes.  Effective as of the first pay period in October 2008,
Employee’s base salary shall be $250,000.

       

      2.         Paragraph
3(a) of the Agreement is replaced with the following (the additional or changed
language is shown below in italics):

       

      (a)           Long
Term Incentive.  Employee shall be provided cash awards as long term
incentives (“LTI”) pursuant to the terms of this Agreement and shall not be
eligible for any other type of long term incentive awards, except that Employee may participate
in the Employee Growth Share Plan.  Upon the close of the
transaction under which the management of KM buys out KM – that is
the

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      purchase
of the outstanding shares of KM stock so that it is no longer a publicly traded
company (the “MBO”), Employee shall receive the LTI cash awards according to the
following schedule:

       

      1
Year from date of MBO
Close:       $500,000

       

      2
Years from date of MBO
Close:      $500,000

       

      3
Years from date of MBO Close:      $500,000

       

          

        If
Employee’s employment is terminated for Cause or by Employee’s resignation prior
to the date the LTI award comes due, Employee shall not be eligible for such
award that has not come due.

         

      

       

      3.         Paragraph
3(b) of the Agreement is replaced with the following (the additional or changed
language is shown below in italics):

       

      (b)           Quarterly
Payments.  As an incentive for Employee to continue his at will
employment with KM, so long as Employee remains employed by KM, Employee shall
receive quarterly cash payments of fifty thousand dollars ($50,000), less
applicable tax deductions and withholdings.  These quarterly payments
shall commence as of the first quarter after the MBO and shall increase in
accordance with Paragraph 3(d) below.  The quarterly payments shall
cease upon Employee’s separation from the employ of KM for any reason; however,
if Employee’s employment terminates in mid-quarter, that quarter shall be paid
unless the separation is for Cause or by Employee resignation.  For
purposes of this Agreement, a “quarter” shall mean the close of the first
payroll period in each of the months of January, April, July, and
October.

       

      The
Parties agree that the quarterly payments shall cease and the final quarterly
payment shall be that made for the third quarter of 2008.  There shall
be no quarterly payments and no liability on the part of KM for any quarterly
payments for the fourth quarter of 2008 or thereafter.

       

      4.         Adequacy of
Consideration.  By executing this First Amendment, KM and
Employee acknowledge the receipt and sufficiency of the consideration provided
by the other.  Each acknowledges and confirms to the other that the
consideration provided by the other is good and valuable consideration legally
supportive of each party’s respective rights, duties and obligations
hereunder.  By executing this First Amendment, KM and Employee shall
be estopped from raising and hereby expressly waive any defense regarding the
receipt and/or legal sufficiency of the consideration provided by one to the
other with respect to this First Amendment.

       

      5.         Assignability.  This
First Amendment shall inure to the benefit of, and be binding upon, Employee and
Employee’s personal or legal representatives, employees, administrators,
successors, heirs, distributees, devisees and legatees, and KM, its successors
and assignees, provided, however, that neither KM nor Employee may assign any of
Employee’s or KM’s obligations, rights or benefits hereunder without the prior
written consent of the other.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      6.         Headings.  The
headings of sections and paragraphs herein are included solely for convenience
of reference and shall not control the meaning or interpretation of any of the
provisions of this First Amendment.

       

      7.         Controlling
Law.  This First Amendment shall be governed and construed in
accordance with the laws of Texas.  The parties agree that any legal
action regarding this First Amendment must be filed in the state or federal
courts in Houston, Texas.

       

      8.         Entire
Agreement.  This First Amendment and the Agreement constitute
the entire agreement of the parties on the subject matters addressed herein and
may not be expanded or altered except by express written agreement executed by
both.  Employee acknowledges and agrees that this First Amendment has
no effect on, and does not relieve Employee of, his obligations under Paragraph
4, including all of its subparagraphs, of the Agreement.

       

      9.         Counterparts.  This
First Amendment may be executed in as many counterparts as may be deemed
necessary and convenient, and by the different parties on separate counterparts,
each of which shall be deemed an original but all of which shall constitute one
and the same instrument.

       

      


      
        	
                KNIGHT
      INC. F/K/A

                KINDER
      MORGAN, INC

              	 
      	
                EMPLOYEE

              
	 
      	 
      	 
      
	
                By:

              	 
      	 
      	
                Signed:

              	 
      
	 
      	 
      	 
      	
                Name:

              	
                Scott
      E. Parker

              
	
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