Letter Agreement dated December 31, 2008 (Stephen R. Brunner)


 Exhibit 10.1 
  

					
	

	 	500 Dallas, Suite 3300
	 	Houston, TX 77002

 December 31, 2008 
 Mr. Stephen R. Brunner 
 500 Dallas Street, Suite 3300 
 Houston, TX 77002 
 Dear Steve: 
 We are pleased to confirm to you our offer of employment as President, Chief Executive Officer and Chief Operating Officer of Constellation Energy Partners LLC (the “Company”), effective January 1, 2009. A summary of
the key terms of your compensation package are provided in Exhibit A hereto. We anticipate finalizing the terms of your employment in an employment agreement (the “Definitive Agreement”) to be entered into in early 2009. Upon our
execution of the Definitive Agreement, the precise terms of your employment will be subject in all cases to the terms and conditions of the Definitive Agreement. 
 In joining the Company, we recognize that you retain the option, as does the Company, of ending your employment at any time, with or without notice and with or without cause. As such, your employment will be at-will, and neither this letter
nor any other oral or written representations may be considered a contract requiring the Company or you to maintain your employment for any specific period of time. While the parties will have this freedom to terminate your employment, the Company
recognizes that certain terminations will have specific consequences under the terms of your employment, in each case as initially described in this letter and, upon execution by the Company and you of the Definitive Agreement, as provided in the
Definitive Agreement. In addition, except where state law prohibits, the Company maintains a random drug testing program to which you will be expected to submit as a condition of continued employment. 
 This offer of employment is contingent on your execution and return to us of this offer letter. 
 If this letter outlines your understanding as to the terms of your employment, please sign and return a copy of this letter to me to indicate your understanding and acceptance of the terms of your employment. If you
have any questions, please contact me at xxx-xxx-xxxx. 
  

	
	Sincerely,
	
	 /s/ John N. Seitz

	 John N. Seitz
 Chairman, Compensation
Committee








 I acknowledge and accept the terms and conditions set forth in this offer letter. 
  

					
	 /s/ Stephen R. Brunner
	 		 	 12/31/2008

	Stephen R. Brunner	 		 	Date
	Signature	 		 	







 EXHIBIT A 
 Summary of Key Compensation Terms 
 Stephen R. Brunner 
  

			
	Annual Base Salary	  	Initially, $300,000, earned and paid bi-weekly.
		
	Annual Incentive Plan	  	 Participation in Company’s Annual Incentive Plan, which will be developed during the first quarter of 2009;
  
 An annual incentive award opportunity for 2009 of 100% of Annual Base Salary for the achievement of
Target Level Performance;
  
 Up to 200% of Annual Base Salary for superior performance;

  
 Performance will be determined by the Compensation Committee of the Board of Managers,
pursuant to the terms and conditions of the Annual Incentive Plan.

		
	Long-Term Incentive	  	 Participation in Company’s Long-Term Incentive Plan;
  
 2009 award:
  
 •     $1.2 million expected value as of the date of grant;
  
 •     Equity-Favored Grant;
and
  
 •     Vesting ratably on a yearly basis, and/or earned (subject to Company performance), over 3 years.
  
 “Equity-Favored Grant” means a grant that may have both cash and equity-based components, as determined by the Compensation Committee in its sole
discretion, and is geared to include as much of an equity-based component as possible given the number of common units then available under the Long-Term Incentive Plan.

		
	Inducement Bonus	  	 $600,000 expected value at the date on which the parties enter into a Definitive Agreement;
 Equity-Favored Grant;
  
 50% of the total value of the bonus will vest and be payable on each the first and second anniversaries of the execution of the Agreement; and
  
 Accelerated vesting upon involuntary termination (other than for cause) or voluntary termination for
good reason, in each case as such terms are customarily defined.

		
	Benefits	  	Eligibility to participate in Company plans available to all full-time employees.
		
	Change in Control	  	 Upon the occurrence of an involuntary termination (other than for cause) or voluntary termination for good reason following a change in control
event (as such term will be defined in the Definitive Agreement), then:
  
 •     Cash payment (within 60 days) of 200% of then-current Annual Base Salary plus target Annual Incentive;
  
 •     Cash payment (within 60
days) of then-current Annual Incentive paid out as if Target Level Performance were achieved, prorated on monthly basis;
  
 •     Immediate accelerated vesting of all outstanding service-based Long-Term Incentive awards and
Inducement Bonus;
  
 •     Cash payment (within 60 days) of outstanding performance-based Long-Term Incentive, paid out as if Target Level Performance were achieved, prorated on monthly basis;
  
 •     Continuation of Benefits
for 1-year period; and
  
 •     Full tax gross-up on (i) any excise tax resulting from the immediately preceding 5 bullets and (ii) any income tax resulting from the gross-up described in clause (i) of this bullet.
  
 Complete definitions, terms and conditions will be provided in the Definitive
Agreement.