exv10w1






Exhibit 10.1




SUPPLEMENTAL INDEMNIFICATION AGREEMENT




     SUPPLEMENTAL INDEMNIFICATION AGREEMENT (this “Agreement”), made and executed as of
                    , 2009, by and between Eagle Rock Energy G&P, LLC, a Delaware limited liability
company (“G&P”), Eagle Rock Energy GP, L.P., a Delaware limited partnership (“GP”), Eagle Rock
Energy Partners, L.P., a Delaware limited partnership (the “Partnership,” and collectively with G&P
and GP, the “Company”), and                     , an individual resident of the State of                     
(the “Indemnitee”).



WITNESSETH:




     WHEREAS, the Company is aware that, to induce and to retain highly competent persons to serve
G&P as directors or officers or in other capacities, the Company must provide such persons with
adequate protection through insurance and indemnification against inordinate risks of claims and
actions against them arising out of their service to and activities on behalf of G&P as to itself,
on behalf of and as general partner of GP, or on behalf of and as general partner of the
Partnership;



     WHEREAS, the Company recognizes that the increasing difficulty in obtaining directors’ and
officers’ liability insurance, the increasing cost of such insurance and the general reductions in
coverage of such insurance have made attracting and retaining such persons more difficult;



     WHEREAS, the Company recognizes the substantial increase in corporate litigation in general,
subjecting directors and officers to expensive litigation risks at the same time as the
availability and coverage of liability insurance has been severely limited;



     WHERAS, the Second Amended and Restated Limited Liability Company Agreement of G&P (the “LLC
Agreement”) and the First Amended and Restated Agreement of Limited Partnership of the Partnership
(the “LP Agreement) contain indemnification provisions for the benefit of Indemnitees, as defined
therein, which include members of the Board of Directors and officers of G&P;



     WHEREAS, the Company recognizes that although the indemnification provisions in the LLC
Agreement and in the LP Agreement provide appropriate levels of indemnification, this Agreement is
intended to supplement the indemnification provisions provided in the LLC Agreement and the LP
Agreement;



     WHEREAS, the Board of Directors of G&P has determined that it is in the best interests of
G&P’s member that the Company act to assure such persons that there will be increased certainty of
such protection and the process and procedures by which an Indemnitee seeks indemnification for
acts involving the Company; and



     WHEREAS, it is reasonable, prudent and necessary for the Company to obligate itself
contractually to indemnify such persons to the fullest extent permitted by applicable law and to
provide an express process and procedure for seeking indemnification so that they will continue
to serve G&P as to itself, as general partner of GP and, ultimately, as general partner of the
Partnership free from undue concern.



 









 





AGREEMENT:




     NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Indemnitee do hereby agree as follows:



     1. DEFINITIONS. For purposes of this Agreement and if not otherwise defined herein, the
following terms shall have the meanings set forth below:




     (a) “Disinterested Director” shall mean a director of G&P who is not or was not a party
to the Proceeding in respect of which indemnification is being sought by the Indemnitee.




     (b) “Expenses” shall include all reasonable attorneys’ fees, accountants’ fees,
retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage, delivery service
fees, and all other disbursements or expenses incurred in connection with prosecuting,
defending, preparing to prosecute or defend, investigating or being or preparing to be a
witness in any Proceeding or establishing the Indemnitee’s right of entitlement to
indemnification for any of the foregoing.




     (c) “Independent Counsel” shall mean a law firm of at least 100 attorneys or a member
of a law firm of at least 100 attorneys that neither is presently nor in the past five years
has been retained to represent (i) the Company or the Indemnitee or any affiliate thereof in
any matter material to either such party or (ii) any other party to the Proceeding giving
rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term
“Independent Counsel” shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in representing
either the Company or the Indemnitee in an action to determine the Indemnitee’s right to
indemnification under this Agreement.




     (d) “Proceeding” shall mean any threatened, pending or completed action, suit,
arbitration, investigation, inquiry, alternate dispute resolution mechanism, administrative
or legislative hearing, or any other proceeding (including, without limitation, any
securities laws action, suit, arbitration, alternative dispute resolution mechanism, hearing
or procedure) whether civil, criminal, administrative, arbitrative or investigative and
whether or not based upon events occurring, or actions taken, before the date hereof, and
any appeal in or related to any such action, suit, arbitration, investigation, hearing or
proceeding and any inquiry or investigation (including discovery), whether conducted by or
in the right of the Company or any other person, that the Indemnitee in good faith believes
could lead to any such action, suit, arbitration, alternative dispute resolution mechanism,
hearing or other proceeding or appeal thereof.



     2. SERVICE BY THE INDEMNITEE. The Indemnitee agrees to serve or to continue to serve as a
director or officer of G&P, on behalf of itself and as general partner of GP and, ultimately, as general partner of the Partnership, and will discharge his/her duties
and responsibilities to the best of his/her ability so long as the Indemnitee is duly elected and



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appointed in accordance with the provisions of G&P’s Certificate of Formation (the “Certificate”),
the LLC Agreement, and the Delaware Limited Liability Company Act, as amended (the “DLLCA”), or
until his/her earlier death, retirement, resignation or removal. The Indemnitee may at any time
and for any reason resign from such position (subject to any other obligation, whether contractual
or imposed by operation of law), in which event this Agreement shall continue in full force and
effect after such resignation. Additionally, this Agreement shall remain in full force and effect
after the death, retirement or removal of the Indemnitee. Nothing in this Agreement shall confer
upon the Indemnitee the right to continue in the employ of G&P or as a director of G&P, or affect
the right of G&P to terminate, in G&P’s sole discretion (with or without cause) and at any time,
the Indemnitee’s employment or position as a director, in each case, subject to any contractual
rights of the Indemnitee existing otherwise than under this Agreement.



     3. INDEMNIFICATION. The Company shall indemnify the Indemnitee and advance Expenses to the
Indemnitee as provided in this Agreement to the fullest extent permitted by the Certificate, the
LLC Agreement in effect as of the date hereof and the DLLCA or other applicable law in effect on
the date hereof and to any greater extent that the LP Agreement, the DLLCA, the Delaware Revised
Uniform Limited Partnership Act, as amended (the “DRULPA”), or applicable law may in the future
from time to time permit. Without diminishing the scope of the indemnification provided by this
Section 3, the rights of indemnification of the Indemnitee provided hereunder shall include, but
shall not be limited to, those rights hereinafter set forth, except that no indemnification shall
be paid hereunder to the Indemnitee:




     (a) on account of conduct of the Indemnitee which is adjudged in a final adjudication
by a court of competent jurisdiction from which there is no further right of appeal or in a
final adjudication of an arbitration pursuant to Section 12, if Indemnitee elects to seek
such arbitration, to have been knowingly fraudulent or to constitute conduct not in good
faith or willful misconduct, or in the case of a criminal matter, to have been knowingly
unlawful;




     (b) in any circumstance where such indemnification is expressly prohibited by
applicable law in effect as of the date of this Agreement or subsequently determined to be
prohibited by applicable law;




     (c) with respect to liability for which payment is actually made to the Indemnitee
under a valid and collectible insurance policy or under a valid and enforceable indemnity
clause, LLC Agreement provision or other agreement (other than this Agreement), except in
respect of any liability in excess of payment under such insurance, clause, LLC Agreement
provision or other agreement; or




     (d) if a final decision by a court having jurisdiction in the matter shall determine
that such indemnification is not lawful.



     4. ACTIONS OR PROCEEDINGS OTHER THAN AN ACTION BY OR IN THE RIGHT OF THE COMPANY. The
Indemnitee shall be entitled to the indemnification rights provided in this Agreement if the Indemnitee was or is a party or is threatened to be a party
to any Proceeding other than a Proceeding by or in the right of the Company, by reason of the fact



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that the Indemnitee is or was a director, officer, employee, agent or fiduciary of G&P,
specifically, or the Company, in general, or any of the Partnership’s direct or indirect
wholly-owned subsidiaries, or is or was serving at the request of G&P, or any of the Partnership’s
direct or indirect wholly-owned subsidiaries, as a director, officer, employee, agent or fiduciary
of any other entity, including, but not limited to, another corporation, partnership, limited
liability company, employee benefit plan, joint venture, trust or other enterprise, or by reason
of any act or omission by him/her in such capacity. Pursuant to this Section 4, the Indemnitee
shall be indemnified against all judgments, penalties (including, but not limited to, excise and
similar taxes) and fines against the Indemnitee, and all Expenses, liabilities and amounts paid in
settlement which were actually and reasonably incurred by, or in the case of retainers to be
incurred by, the Indemnitee or on Indemnitee’s behalf in connection with such Proceeding
(including, but not limited to, the investigation, defense or appeal thereof).



     5. ACTIONS BY OR IN THE RIGHT OF THE COMPANY. The Indemnitee shall be entitled to the
indemnification rights provided in this Agreement if the Indemnitee was or is a party or is
threatened to be made a party to any Proceeding brought by or in the right of G&P, GP, or the
Partnership to procure a judgment in its favor by reason of the fact that the Indemnitee is or was
a director, officer, employee, agent or fiduciary of G&P, specifically, or the Company, in
general, or any of the Partnership’s direct or indirect wholly-owned subsidiaries, or is or was
serving at the request of G&P, or any of the Partnership’s direct or indirect wholly-owned
subsidiaries, as a director, officer, employee, agent or fiduciary of another entity, including,
but not limited to, another corporation, partnership, limited liability company, employee benefit
plan, joint venture, trust or other enterprise, or by reason of any act or omission by him/her in
any such capacity. Pursuant to this Section 5, the Indemnitee shall be indemnified against all
Expenses actually and reasonably incurred by, or in the case of retainers to be incurred by,
him/her in connection with such Proceeding (including, but not limited to the investigation,
defense or appeal thereof); provided, however, that no indemnification shall be made in respect of
any claim, issue or matter as to which the Indemnitee shall have been adjudged to be liable to
G&P, GP or the Partnership in a final adjudication by a court of competent jurisdiction from which
there is no further right of appeal or in a final adjudication of an arbitration pursuant to
Section 12, if Indemnitee elects to seek such arbitration, unless and only to the extent such
court or tribunal shall determine that, despite the adjudication of liability but in view of all
the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for
such Expenses which such court or tribunal shall deem proper.



     6. GOOD FAITH DEFINITION. For purposes of this Agreement, the Indemnitee shall be deemed to
have acted in good faith and in a manner the Indemnitee reasonably believed to be in or not
opposed to the best interests of the Company, or, with respect to any criminal Proceeding, to have
had no reasonable cause to believe the Indemnitee’s conduct was unlawful, if such action was based
on any of the following: (a) the records or books of the account of the Company or other
enterprise, including financial statements; (b) information supplied to the Indemnitee by the
officers of the Company or other enterprise in the course of his/her duties; (c) the advice of
legal counsel for the Company or other enterprise; or (d) information or records given in reports
made to the Company or other enterprise by an independent certified public accountant or by an
appraiser or other expert selected with reasonable care by the Company or other enterprise. The provisions of this Section 6 shall
not be deemed to be exclusive or to limit in any way the other circumstances in which the



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Indemnitee may be deemed to have met the applicable standard of conduct set forth in this
Agreement.



     7. INDEMNIFICATION FOR EXPENSES OF WITNESS. Notwithstanding the other provisions of this
Agreement, to the extent that the Indemnitee has served on behalf of G&P, specifically, or the
Company, in general, or any of the Partnership’s direct or indirect wholly-owned subsidiaries, or
is or was serving at the request of G&P, or any of the Partnership’s direct or indirect
wholly-owned subsidiaries, as a witness or other similar participant in any Proceeding, the
Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by, or in
the case of retainers to be incurred by, the Indemnitee in connection therewith to be paid by G&P,
within 15 days of receipt by G&P of a statement from Indemnitee requesting such payment and
detailing such expenses.



     8. PARTIAL INDEMNIFICATION. If the Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion of the judgments, penalties and
fines and Expenses and amounts paid in settlement actually and reasonably incurred by, or in the
case of retainers to be incurred by, the Indemnitee in connection with the investigation, defense,
appeal or settlement of such Proceeding described in Sections 4 and 5 hereof, but is not entitled
to indemnification for the total amount thereof, the Company shall nevertheless indemnify the
Indemnitee for the portion of such judgments, penalties and fines and Expenses and amounts paid in
settlement actually and reasonably incurred by, or in the case of retainers to be incurred by, the
Indemnitee to which the Indemnitee is entitled. For purposes of this Section 8 and without
limitation, the termination of any claim, issue, or matter in such a Proceeding described herein
(a) by dismissal, summary judgment, judgment on the pleading, or final judgment, with or without
prejudice, or (b) by agreement without payment or assumption or admission of liability by
Indemnitee, shall be deemed to be a successful determination or result as to such claim, issue or
matter.



     9. PROCEDURE FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.




     (a) To obtain indemnification under this Agreement, the Indemnitee shall submit to G&P
a written request, including documentation and information which is reasonably available to
the Indemnitee and is reasonably necessary to determine whether the Indemnitee is entitled
to indemnification. The Secretary of G&P shall, promptly upon receipt of a request for
indemnification, advise the Board of Directors that the Indemnitee has requested
indemnification. Any Expenses incurred by, or in the case of retainers to be incurred by,
the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder
shall be borne by the Company.




     (b) Upon written request by the Indemnitee for indemnification pursuant to Sections 4
and 5 hereof, the entitlement of the Indemnitee to indemnification pursuant to the terms of
this Agreement shall be determined by the following person or persons, who shall be
empowered to make such determination: (i) if requested by Indemnitee, by Independent Counsel
in a written opinion to the Board of Directors, a copy of which shall be delivered to the
Indemnitee; or (ii) if not so requested, (A) by the Board of Directors of G&P, by a majority vote of a quorum consisting of Disinterested Directors, or (B) if
a quorum consisting of Disinterested Directors is not obtainable or if a majority vote of a



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quorum consisting of Disinterested Directors so directs, by Independent Counsel in a written
opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee. The
Independent Counsel shall be selected by the Board of Directors of G&P. Such determination
of entitlement to indemnification shall be made not later than 45 days after receipt by G&P
of a written request for indemnification. If it is so determined that the Indemnitee is
entitled to indemnification, payment to the Indemnitee shall be made within 15 days after
such determination.




     (c) The Indemnitee shall be entitled to indemnification hereunder without a separate
determination by or on behalf of the Company pursuant to Section 9(b) hereof, with respect
to any Proceeding and/or any claim, issue, or matter with respect thereto: (i) which is
resolved by agreement without any payment or assumption or admission of liability by the
Indemnitee; or (ii) as to which a final decision on the merits has been made by the court or
other body with jurisdiction over that Proceeding, in which the Indemnitee was not
determined to be liable with respect to such claim, issue, or matter asserted against the
Indemnitee in the Proceeding, or (iii) as to which a court or arbitrator determines upon
application that, despite such a determination of liability on the part of the Indemnitee,
but in view of all the circumstances of the Proceeding and of the Indemnitee’s conduct with
respect thereto, the Indemnitee is fairly and reasonably entitled to indemnification for
such judgments, penalties, fines, amounts paid in settlement, and Expenses as such court or
arbitrator shall deem proper; provided, however, such decision shall have been rendered in
or with respect to the Proceeding for which the Indemnitee seeks indemnification under this
Agreement.



     10. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.




     (a) In making a determination with respect to entitlement to indemnification, the
Indemnitee shall be presumed to be entitled to full indemnification hereunder and the
Company shall have the burden of proof in the making of any determination contrary to such
presumption. Neither the failure of the Board of Directors (or such other person or persons
empowered to make the determination of whether the Indemnitee is entitled to
indemnification) to have made a determination prior to the commencement of any action
pursuant to this Agreement that indemnification is proper in the circumstances because
Indemnitee has met the applicable standard of conduct, nor any determination thereby that
Indemnitee has not met such applicable standard of conduct, shall be a defense or admissible
as evidence in any Proceeding for any purpose or create a presumption that Indemnitee has
acted in bad faith or failed to meet any other applicable standard of conduct.




     (b) If the Board of Directors or the Independent Counsel, as applicable, shall have
failed to make a determination as to entitlement to indemnification within 45 days after
receipt by G&P of such request, the requisite determination of entitlement to
indemnification shall be deemed to have been made and the Indemnitee shall be absolutely
entitled to such indemnification, absent actual and material fraud in the request for
indemnification, a prohibition of indemnification under applicable law in effect as of the
date of this Agreement, or a subsequent determination that such indemnification is prohibited by applicable law. The termination of any Proceeding described in Sections
4 or 5 hereof by judgment, order, settlement or conviction, or upon a plea of nolo



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contendere or its equivalent, shall not, of itself: (i) create a presumption that the
Indemnitee acted in bad faith or in a manner which he/she reasonably believed to be opposed
to the best interests of the Company, or, with respect to any criminal Proceeding, that the
Indemnitee has reasonable cause to believe that the Indemnitee’s conduct was unlawful; or
(ii) otherwise adversely affect the rights of the Indemnitee to indemnification, except as
may be provided herein.



     11. ADVANCEMENT OF EXPENSES. Subject to applicable law, all reasonable Expenses actually
incurred by, or in the case of retainers to be incurred by, the Indemnitee in connection with any
Proceeding shall be paid by the Company in advance of the final disposition of such action, suit
or Proceeding, if so requested by the Indemnitee, within 15 days after the receipt by G&P of a
statement or statements from the Indemnitee requesting such advance or advances. The Indemnitee
may submit such statements from time to time. The Indemnitee’s entitlement to such Expenses shall
include those incurred, or in the case of retainers to be incurred, in connection with any
Proceeding by the Indemnitee seeking an adjudication or award in arbitration pursuant to this
Agreement. Such statement or statements shall reasonably evidence the Expenses incurred by, or in
the case of retainers to be incurred by, the Indemnitee in connection therewith and shall include
or be accompanied by a written affirmation by the Indemnitee of the Indemnitee’s good faith belief
that the Indemnitee has met the standard of conduct necessary for indemnification under this
Agreement and an undertaking by or on behalf of the Indemnitee to repay such amount if it is
ultimately determined that the Indemnitee is not entitled to be indemnified against such Expenses
by the Company pursuant to this Agreement or otherwise. The form of Written Affirmation is
attached as Exhibit A hereto. Each written undertaking to pay amounts advanced must be an
unlimited general obligation but need not be secured, and shall be accepted without reference to
financial ability to make repayment.



     12. REMEDIES OF THE INDEMNITEE IN CASES OF DETERMINATION NOT TO INDEMNIFY OR FAILURE TO
ADVANCE EXPENSES. In the event that a determination is made that the Indemnitee is not entitled
to indemnification hereunder or if the payment has not been timely made following a determination
of entitlement to indemnification pursuant to Sections 9 and 10, or if Expenses are not advanced
pursuant to Section 11, the Indemnitee shall be entitled to a final adjudication in an appropriate
court of the State of Delaware or any other court of competent jurisdiction of the Indemnitee’s
entitlement to such indemnification or advance. Alternatively, the Indemnitee may, at the
Indemnitee’s option, seek an award in arbitration to be conducted by a single arbitrator chosen by
the Indemnitee and approved by G&P, which approval shall not be unreasonably withheld or delayed.
If the Indemnitee and G&P do not agree upon an arbitrator within 30 days following notice to G&P
by the Indemnitee that it seeks an award in arbitration, the arbitrator will be chosen pursuant to
the rules of the American Arbitration Association (the “AAA”). The arbitration will be conducted
pursuant to the rules of the AAA and an award shall be made within 60 days following the filing of
the demand for arbitration. The arbitration shall be held in Houston, Texas. The Company shall
not oppose the Indemnitee’s right to seek any such adjudication or award in arbitration or any
other claim. Such judicial Proceeding or arbitration shall be made de novo, and the Indemnitee
shall not be prejudiced by reason of a determination (if so made) that the Indemnitee is not
entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 9 or Section 10 hereof that the Indemnitee is
entitled to indemnification, the Company shall be bound by such determination and shall be



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precluded from asserting that such determination has not been made or that the procedure by which
such determination was made is not valid, binding and enforceable. The Company further agrees to
stipulate in any such court or before any such arbitrator that the Company is bound by all the
provisions of this Agreement and is precluded from making any assertions to the contrary. If the
court or arbitrator shall determine that the Indemnitee is entitled to any indemnification
hereunder, the Company shall pay all reasonable Expenses actually incurred by, or in the case of
retainers to be incurred by, the Indemnitee in connection with such adjudication or award in
arbitration (including, but not limited to, any appellate Proceedings).



     13. NOTIFICATION AND DEFENSE OF CLAIM. Promptly after receipt by the Indemnitee of notice of
the commencement of any Proceeding, the Indemnitee will, if a claim in respect thereof is to be
made against the Company under this Agreement, notify G&P in writing of the commencement thereof.
The omission by the Indemnitee to so notify G&P will not relieve the Company from any liability
that it may have to the Indemnitee under this Agreement or otherwise, except to the extent that
the Company may suffer material prejudice by reason of such failure. Notwithstanding any other
provision of this Agreement, with respect to any such Proceeding as to which the Indemnitee gives
notice to G&P of the commencement thereof:




     (a) The Company will be entitled to participate therein at its own expense.




     (b) Except as otherwise provided in this Section 13(b), to the extent that it may wish,
the Company, jointly with any other indemnifying party similarly notified, shall be entitled
to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee. After
prior written notice from the Company to the Indemnitee of its election to so assume the
defense thereof, the Company shall not be liable to the Indemnitee under this Agreement for
any legal or other Expenses subsequently incurred by the Indemnitee in connection with the
defense thereof other than reasonable costs of investigation or as otherwise provided below.
The Indemnitee shall have the right to employ the Indemnitee’s own counsel in such
Proceeding, but the fees and Expenses of such counsel incurred after such notice from the
Company of its assumption of the defense thereof shall be at the expense of the Indemnitee
unless (i) the employment of counsel by the Indemnitee has been authorized by the Company,
(ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest
between the Company and the Indemnitee in the conduct of the defense of such Proceeding and
such determination by the Indemnitee shall be supported by an opinion of counsel, which
opinion shall be reasonably acceptable to the Company, or (iii) the Company shall not in
fact have employed counsel to assume the defense of the Proceeding, in each of which cases
the fees and Expenses of counsel shall be at the expense of the Company. The Company shall
not be entitled to assume the defense of any Proceeding brought by or on behalf of the
Company or as to which the Indemnitee shall have reached the conclusion provided for in
clause (ii) above.




     (c) The Company shall not be liable to indemnify the Indemnitee under this Agreement
for any amounts paid in settlement of any Proceeding without its prior written consent,
which consent shall not be unreasonably withheld. The Company shall not be required to obtain the consent of the Indemnitee to settle any Proceeding which the
Company has undertaken to defend if the Company assumes full and sole responsibility



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for such settlement and such settlement grants the Indemnitee a complete and unqualified release
in respect of any potential liability. The Company shall have no obligation to indemnify
Indemnitee under this Agreement with regard to any judicial award issued in a Proceeding, or
any related Expenses of Indemnitee, if the Company was not given a reasonable and timely
opportunity, at its expense, to participate in the defense of such Proceeding, except to the
extent the Company was not materially prejudiced thereby.




     (d) If, at the time of the receipt of a notice of a claim pursuant to this Section 13,
the Company has director and officer liability insurance in effect, the Company shall give
prompt notice of the commencement of such Proceeding to the insurers in accordance with the
procedures set forth in the respective policies.



     The Company shall thereafter take all necessary or desirable action to cause such insurers to
pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance
with the terms of the policies.



     14. OTHER RIGHTS TO INDEMNIFICATION. The indemnification and advancement of Expenses
provided by this Agreement are cumulative, and not exclusive, and are in addition to any other
rights to which the Indemnitee may now or in the future be entitled under any provision of the LLC
Agreement or Certificate of G&P, the LP Agreement of the Partnership, or other governing documents
of any direct or indirect wholly-owned subsidiary of G&P or the Partnership, any vote of the
members of G&P or Disinterested Directors, any provision of law or otherwise. Except as required
by applicable law, the Company shall not adopt any amendment to its LLC Agreement or Certificate
or cause any amendment to the LP Agreement to occur the effect of which would be to deny, diminish
or encumber the Indemnitee’s right to indemnification under this Agreement.



     15. DIRECTOR AND OFFICER LIABILITY INSURANCE. The Company shall, from time to time, make the
good faith determination whether it is practicable for the Company to obtain and maintain a policy
or policies of insurance with reputable insurance companies providing the officers and directors
of the Company, and any direct or indirect wholly-owned subsidiary of the Company, with coverage
for losses from wrongful acts, or to ensure the Company’s performance of its indemnification
obligations under this Agreement. Among other considerations, the Company will weigh the costs of
obtaining such insurance coverage against the protection afforded by such coverage.
Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such
insurance if the Company determines in good faith that such insurance is not necessary or is not
reasonably available, if the premium costs for such insurance are disproportionate to the amount
of coverage provided, if the coverage provided by such insurance is limited by exclusions so as to
provide an insufficient benefit or if the Indemnitee is covered by similar insurance maintained by
a direct or indirect wholly-owned subsidiary of the Company. However, the Company’s decision
whether or not to adopt and maintain such insurance shall not affect in any way its obligations to
indemnify its officers and directors under this Agreement or otherwise. In all policies of
director and officer liability insurance, the Indemnitee shall be named as an insured in such a
manner as to provide the Indemnitee the same rights and benefits as are accorded to the most
favorably insured of G&P’s directors, if the Indemnitee is a director; or of G&P’s officers, if
the Indemnitee is not a director of G&P, but is an officer. The Company agrees that the provisions of this Agreement
shall remain in effect regardless of whether liability or other insurance coverage is at any time



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obtained or retained by the Company; except that any payments made to, or on behalf of, the
Indemnitee under an insurance policy shall reduce the obligations of the Company hereunder with
respect to the amount of such payment.



     16. INTENT. This Agreement is intended to be broader than any statutory indemnification
rights applicable in the State of Delaware and shall be in addition to and supplemental to any
other rights the Indemnitee may have under the Certificate, LLC Agreement, LP Agreement,
applicable law or otherwise. To the extent that a change in applicable law (whether by statute or
judicial decision) permits greater indemnification by agreement than would be afforded currently
under G&P’s Certificate, LLC Agreement, LP Agreement, applicable law or this Agreement, it is the
intent of the parties that the Indemnitee enjoy by this Agreement the greater benefits so afforded
by such change. To the extent there is any conflict between this Agreement and either the LLC
Agreement and/or the LP Agreement with respect to any right or obligation of any party hereto, the
terms of this Agreement shall control; provided, however, the foregoing shall not apply to a
reduction of any right of the Indemnitee.



     17. ATTORNEY’S FEES AND OTHER EXPENSES TO ENFORCE AGREEMENT. In the event that the
Indemnitee is subject to or intervenes in any Proceeding in which the validity or enforceability
of this Agreement is at issue or seeks an adjudication or award in arbitration to enforce the
Indemnitee’s rights under, or to recover damages for breach of, this Agreement the Indemnitee, if
he/she prevails in whole or in part in such action, shall be entitled to recover from the Company
and shall be indemnified by the Company against any actual expenses for attorneys’ fees and
disbursements reasonably incurred by the Indemnitee.



     18. SUBROGATION. In the event of payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who
shall execute all documents required and shall do all acts that may be necessary to secure such
rights and to enable the Company effectively to bring suit to enforce such rights.



     19. EFFECTIVE DATE. The provisions of this Agreement shall cover claims or Proceedings
whether now pending or hereafter commenced and shall be retroactive to cover acts or omissions or
alleged acts or omissions which heretofore have taken place. The Company shall be liable under
this Agreement, pursuant to Sections 4 and 5 hereof, for all acts of the Indemnitee while serving
as a director and/or officer, notwithstanding the termination of the Indemnitee’s service, if such
act was performed or omitted to be performed during the term of the Indemnitee’s service to G&P,
specifically, or the Company, in general.



     20. GROSS-UP FOR TAXES. In the event any payment of indemnity to an Indemnitee under this
Agreement shall be deemed to be income for federal, state or local income, excise or other tax
purposes, then the Company shall pay to the Indemnitee, in addition to any amount for
indemnification provided for herein, an amount equal to the amount of taxes for which such
Indemnitee shall become liable (with offset for any deductions which such Indemnitee may have that
are related to the indemnification amount but without offset for any other deductions which such
Indemnitee may have that are not related to the indemnification amount), promptly upon receipt from such Indemnitee of a request for
reimbursement of such taxes together with a copy of such Indemnitee’s tax return, which shall



10









 







be maintained in strictest confidence by the Company. Any such tax gross-up payment shall be paid to
Indemnitee within 60 days following receipt by G&P of Indemnitee’s request and tax return, which
shall be received by G&P no later than the end of the calendar year next following the calendar
year in which Indemnitee remits the related taxes; provided, however, that in the event Indemnitee
is audited by the Internal Revenue Service, the deadline for receipt by G&P of Indemnitee’s
request and tax return shall be extended to the end of three calendar years (plus the time length
of any audit extensions requested by the Internal Revenue Service) next following the calendar
year in which Indemnitee remits the related taxes.



     21. DURATION OF AGREEMENT. This Agreement shall continue until and terminate upon the later
of: (a) ten years after the Indemnitee has ceased to occupy any of the positions or have any
relationships described in Sections 4 and 5 of this Agreement, (b) the final termination of all
Proceedings to which the Indemnitee may be subject by reason of the fact that he/she is or was a
director, officer, employee, agent or fiduciary of G&P, specifically, or the Company, in general,
or any of the Partnership’s direct or indirect wholly-owned subsidiaries, or is or was serving at
the request of G&P, or any of the Partnership’s direct or indirect wholly-owned subsidiaries, or
is or was serving at the request of G&P, specifically, or the Company, in general, as a director,
officer, employee, agent or fiduciary of any other entity, including, but not limited to, another
corporation, partnership, limited liability company, employee benefit plan, joint venture, trust
or other enterprise, or by reason of any act or omission by the Indemnitee in any such capacity or
(c) the expiration of all statutes of limitations applicable to possible Proceedings to which the
Indemnitee may be subject arising out of the Indemnitee’s positions or relationships described in
Sections 4 and 5 of this Agreement. The indemnification provided under this Agreement shall
continue as to the Indemnitee even though he/she may have ceased to be a director or officer of
G&P, specifically, or the Company, in general, or any of the Partnership’s direct or indirect
wholly-owned subsidiaries. This Agreement shall be binding upon the Company and its successors and
assigns, including, without limitation, any corporation or other entity which may have acquired
all or substantially all of the Company’s assets or business or into which the Company may be
consolidated or merged, and shall inure to the benefit of the Indemnitee and his/her spouse,
successors, assigns, heirs, devisees, executors, administrators or other legal representations.
The Company shall require any successor or assignee (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business and/or assets of
the Company, by written agreement in form and substance reasonably satisfactory to the Company,
expressly to assume and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform if no such succession or assignment had taken place.



     22. DISCLOSURE OF PAYMENTS. Except as required by any federal securities laws or other
federal or state law, neither party hereto shall disclose any payments under this Agreement unless
prior approval of the other party is obtained.



     23. CONTRIBUTION. To the fullest extent permissible under applicable law, if the
indemnification provided for in this Agreement is unavailable to Indemnitee for any reason
whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount
incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement, and/or for Expenses, in connection with any claim relating to an
indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable



11









 







in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits
received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving
rise to such Proceeding, and/or (ii) the relative fault of the Company (and its directors,
officers, employees, and agents) and Indemnitee in connection with such event(s) and/or
transaction(s). If such contribution constitutes deferred compensation subject to Section 409A of
the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and other guidance
thereunder (“Section 409A”), as determined by the Company, such contribution shall be paid to
Indemnitee (or Indemnitee’s estate in the event of death) upon the earlier of (a) Indemnitee’s
“separation from service” (as defined by the Company in accordance with Section 409A), (b)
Indemnitee’s death, (c) Indemnitee’s becoming “disabled” (as defined in Section 409A), (d) the
occurrence of an “unforeseeable emergency” (as defined in Section 409A), or (e) a change in the
ownership or effective control of the Company or in the ownership of a substantial portion of the
assets of the Company (as defined in Section 409A).



     24. IRC SECTION 409A. This Agreement is intended to comply with Section 409A (as defined in
Section 23 of this Agreement) and any ambiguous provisions will be construed in a manner that is
compliant with the application of Section 409A. If (a) Indemnitee is a “specified employee” (as
such term is defined by the Company in accordance with Section 409A) and (b) any payment payable
upon “separation from service” (as such term is defined by the Company in accordance with Section
409A) under this Agreement is subject to Section 409A and is required to be delayed under Section
409A because Indemnitee is a specified employee, that payment shall be payable on the earlier of
(i) the first business day that is six months after Indemnitee’s “separation from service,” (ii)
the date of Employee’s death, or (iii) the date that otherwise complies with the requirements of
Section 409A. This Section shall be applied by accumulating all payments that otherwise would have
been paid within six months of Indemnitee’s separation from service and paying such accumulated
amounts on the earliest business day which complies with the requirements of Section 409A. For
purposes of Section 409A, each payment or amount due under this Agreement shall be considered a
separate payment, and Indemnitee’s entitlement to a series of payments under this Agreement is to
be treated as an entitlement to a series of separate payments.



     25. SEVERABILITY. If any provision or provisions of this Agreement shall be held invalid,
illegal or unenforceable for any reason whatsoever, (a) the validity, legality and enforceability
of the remaining provisions of this Agreement (including, but not limited to, all portions of any
Sections of this Agreement containing any such provision held to be invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent
possible, the provisions of this Agreement (including, but not limited to, all portions of any
paragraph of this Agreement containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as
to give effect to the intent manifest by the provision held invalid, illegal or unenforceable.



     26. COUNTERPARTS. This Agreement may be executed by one or more counterparts, each of which
shall for all purposes be deemed to be an original but all of which together shall constitute one
and the same agreement. Only one such counterpart signed by the party against whom enforceability is sought shall be required to be produced to evidence the
existence of this Agreement.



12









 





     27. CAPTIONS. The captions and headings used in this Agreement are inserted for convenience
only and shall not be deemed to constitute part of this Agreement or to affect the construction
thereof.



     28. ENTIRE AGREEMENT, MODIFICATION AND WAIVER. This Agreement, along with the LLC Agreement
and the LP Agreement, interpreted as described in Section 16 hereof, constitutes the entire
agreement and understanding of the parties hereto regarding the subject matter hereof, and no
supplement, modification or amendment of this Agreement shall be binding unless executed in
writing by all parties hereto. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor
shall such waiver constitute a continuing waiver. No supplement, modification or amendment to this
Agreement shall limit or restrict any right of the Indemnitee under this Agreement in respect of
any act or omission of the Indemnitee prior to the effective date of such supplement, modification
or amendment unless expressly provided therein.



     29. NOTICES. All notices, requests, demands or other communications hereunder shall be in
writing and shall be deemed to have been duly given if (a) delivered by hand with receipt
acknowledged by the party to whom said notice or other communication shall have been directed, (b)
mailed by certified or registered mail, return receipt requested with postage prepaid, on the date
shown on the return receipt or (c) delivered by facsimile transmission on the date shown on the
facsimile machine report:




	 	(a)	 	If to the Indemnitee to:
	 
	 	 	 	At the Indemnitee’s current address as shown in the Company’s records.
	 
	 	(b)	 	If to the Company, to:
	 
	 	 	 	Eagle Rock Energy G&P, LLC

16701 Greenspoint Park Dr., Suite 200

Houston, Texas 77060

Facsimile: (281) 408-1302

Attn: Board of Directors






or to such other address as may be furnished to the Indemnitee by G&P or to G&P by the
Indemnitee, as the case may be.



     30. GOVERNING LAW. The parties hereto agree that this Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Delaware, applied without
giving effect to any conflicts of law principles.



[Signature Page Follows]









13









 








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



	 	 	 	 	 
	 	G&P:



EAGLE ROCK ENERGY G&P, LLC:

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	GP:



EAGLE ROCK ENERGY GP, L.P.

 	 
	 	By:  	EAGLE ROCK ENERGY G&P, LLC,
 	 
	 	 	its general partner 	 
	 	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE PARTNERSHIP:



EAGLE ROCK ENERGY PARTNERS, L.P.

 	 
	 	By:  	EAGLE ROCK ENERGY GP, L.P.,
 	 
	 	 	its general partner 	 
	 	 	 	 
	 	By:  	EAGLE ROCK ENERGY G&P, LLC,
 	 
	 	 	its general partner 	 
	 	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	INDEMNITEE:

 	 
	 	
 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



EXHIBIT A




[DATE]


The Board of Directors of Eagle Rock Energy G&P, LLC





     as general partner and on behalf of Eagle Rock Energy GP, L.P.



     as general partner and on behalf of Eagle Rock Partners, L.P.



1415 Louisiana Street

The Wedge Tower

Suite 2700

Houston, Texas 77002



Ladies and Gentlemen:




     Pursuant to Section 11 (“Advancement of Expenses”) of that certain Indemnification Agreement,
dated                     , by and among Eagle Rock Energy G&P, LLC, a Delaware limited liability
company, Eagle Rock Energy GP, L.P., a Delaware limited partnership, Eagle Rock Energy Partners,
L.P., a Delaware limited partnership (the “Company”), and me (the “Indemnification Agreement”), I
request that the Company pay in advance the reasonable expenses incurred by me in the defense of a
Proceeding (as such term is defined in the Indemnification Agreement). I also request that the
Company pay in advance the reasonable expenses incurred by me in the defense of any other
Proceeding, as such term is defined in the Indemnification Agreement, arising from substantially
the same matters that are in the original Proceeding in which I am named as a defendant by reason
of the fact that I am or was an officer or member of the Board of Directors of the Company or its
affiliates.



     In relation to the request made above, I believe, in good faith, that I have met the standard
of conduct necessary for indemnification under the Indemnification Agreement, and I hereby
undertake to repay to the Company, immediately and upon demand, any expenses (including attorneys’
fees) paid by it to me or on my behalf in advance of the final disposition of the above-described
Proceedings, if it shall ultimately be determined that I am not entitled to be indemnified by the
Company pursuant to the Indemnification Agreement or otherwise.



	 	 	 	 	 
	 	Sincerely,

 	 
	 	Printed Name: