Exhibit 10.2


 


First
Amendment to

Copano Energy, L.L.C.

Long-Term Incentive Plan


 


WHEREAS, Copano Energy, L.L.C. (the “Company”)
maintains the Copano Energy, L.L.C. Long-Term Incentive Plan (the “LTIP”) for
the purpose of granting Awards thereunder to Employees and Directors of the
Company and its Affiliates who perform services for the Company and its
Affiliates; and


 


WHEREAS, the Company desires to amend the Plan to (i) increase
the number of Units that may be delivered with respect to Awards under the Plan,
(ii) provide the Committee with authority to delegate certain of its
powers and duties under the Plan to the Chief Executive Officer of the Company,
and (iii) expand the definition of Employee to include independent
contractor consultants.


 


NOW,
THEREFORE, the
following provisions of the Plan shall be amended to read as follows:


 


A.            SECTION 2. Definitions


 


“Employee” means (i) any
employee of the Company or (ii) an employee of an Affiliate or an
independent contractor consultant who performs services for the benefit of the
Company or a subsidiary of the Company. As used herein, termination of
consulting services shall be deemed to be a termination of employment.


 


B.            SECTION 3. Administration.


 


The Plan shall be
administered by the Committee.  A
majority of the Committee shall constitute a quorum, and the acts of the
members of the Committee who are present at any meeting thereof at which a
quorum is present, or acts unanimously approved by the members of the Committee
in writing, shall be the acts of the Committee. 
Subject to the following and applicable law, the Committee, in its sole
discretion, may delegate any or all of its powers and duties under the Plan,
including the power to grant Awards under the Plan, to the Chief Executive
Officer of the Company, subject to such limitations on such delegated powers
and duties as the Committee may impose, if any. 
Upon any such delegation all references in the Plan to the “Committee”,
other than in Section 7, shall be deemed to include the Chief Executive
Officer; provided, however, that such delegation shall not limit the Chief
Executive Officer’s right to receive Awards under the Plan.  Notwithstanding the foregoing, the Chief
Executive Officer may not grant Awards to, or take any action with respect to
any Award previously granted to, a person who is an officer subject to Rule 16b-3
or a member of the Board.  Subject to the
terms of the Plan and applicable law, and in addition to other express powers
and authorizations conferred on the Committee by the Plan, the Committee shall
have full power and authority to: (i) designate Participants; (ii) determine
the type or types of Awards to be granted to a Participant; (iii) determine
the number of Units to be covered by Awards; (iv) determine the terms and
conditions of any Award; (v) determine whether, to what extent, and under
what circumstances Awards may be settled, exercised, canceled, or forfeited; (vi) interpret
and


 





















 


administer the Plan and any
instrument or agreement relating to an Award made under the Plan; (vii) establish,
amend, suspend, or waive such rules and regulations and appoint such
agents as it shall deem appropriate for the proper administration of the Plan;
and (viii) make any other determination and take any other action that the
Committee deems necessary or desirable for the administration of the Plan.  Unless otherwise expressly provided in the
Plan, all designations, determinations, interpretations, and other decisions
under or with respect to the Plan or any Award shall be within the sole discretion
of the Committee, may be made at any time and shall be final, conclusive, and
binding upon all Persons, including the Company, any Affiliate, any
Participant, and any beneficiary of any Award.


 


C.            SECTION 4. Units.


 


(a)           Limits on Units Deliverable.  Subject to adjustment as provided in Section 4(c),
the number of Units that may be delivered with respect to Awards under the Plan
shall not exceed the lesser of (i) 2,500,000 Units or (ii) the number of units equal to 10% of the sum
of total common units outstanding and the total amount of common units that may
be issued to the holders of any outstanding equity securities convertible into
common units, exclusive of outstanding Awards under the Plan, determined at the
time of any Award; provided however, no more than 30% of such Units (as
adjusted) may be delivered in payment of Restricted Units and Phantom Units. If
any Award (including Restricted Units) is terminated, forfeited or expires for
any reason without the delivery of Units covered by such Award or Units are
withheld from an Award to satisfy the exercise price or tax withholding
obligation with respect to such Award, such Units shall again be available for
delivery pursuant to other Awards granted under the Plan.  Notwithstanding the foregoing, there shall
not be any limitation on the number of Awards that may be granted under the
Plan and paid in cash.


 


All
terms used herein that are defined in the Plan shall have the same meanings
given to such terms in the Plan, except as otherwise expressly provided herein.


 


Except
as amended and modified hereby, the Plan shall continue in full force and
effect and the Plan and this instrument shall be read, taken and construed as
one and the same instrument.


 


Effective
October 27, 2005.


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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