Exhibit
10.97


 


CAP
ROCK ENERGY CORPORATION


 


Midland,
Texas


 


BOARD POLICY NO.    100


 


SUBJECT:                                    Summary
of Material Terms of Director Compensation Plan of Cap Rock Energy Corporation.


 


The purposes of the Cap Rock Energy Corporation
Director Compensation Plan (“the “Plan”) are to provide (i) a mechanism for
compensating members of the Board of Directors (the “Board”) of Cap Rock Energy
Corporation (“Energy”), for serving on the Board of Energy.


 


The Plan will be administered by Energy’s Compensation
Committee (the “Committee”) and will contain the following material terms:


 


•                                          For
as long as each director of Energy is serving on the Board of Energy, if such
director began serving as a director prior to January 1, 2003, such director
will be allowed to participate in the Company’s health and dental insurance
plans with each director being obligated to pay the entire premium for such
coverage.


 


•                                          For
as long as each director of Energy is serving on the Board of Energy, he or she
will (i) receive reimbursement for actual out-of-pocket expenses for attending
meetings of the Board of Energy; and (ii) receive $15,000.00 per year as a
retainer (up to 100% of which may be taken in Energy common stock), plus an
additional $5,000.00 per board meeting attended in person.  Energy common stock issued to a director
pursuant to the Director Compensation Plan will be subject to the restrictions
required by applicable securities laws and may contain other restrictions as
deemed appropriate by the Committee.


 


•                                          Directors
who are full-time employees of the Company do not receive additional
compensation for their service as a Director.


 


•                                          Each
outside director of Energy who was formerly a director of the Cooperative and
became a director prior to January 1, 2003 and who elects to resign from the
Board, will  receive medical and dental
insurance with Energy paying up to a maximum of $580.00 per month of the
premiums pursuant to Board Policy No. 123.


 


•                                          Any director who receives any future
stock options will have a period of ten (10) years from the date of grant in
which to exercise the options granted to him.


 


•                                           Each
director who resigns from the Board of Energy will continue to be subject to
the Cooperative’s Loyalty Oath and Confidentiality Agreement after his
resignation.


 


•                                           Outside
Energy Directors, when specifically and individually requested by management to
represent the company at functions or meetings, which the other board members
would not ordinarily attend, shall receive $1,000.00 per day.


 


•                                           All
Directors and their spouses shall be reimbursed for reasonable expenses
incurred in connection with their service as a Director.


 





















 


•                                           Outside
Energy Directors will be paid $2,000.00 per committee meeting attended in
person.


 


•                                           Chairs
of each Committee and the Chairman of the Board shall receive an additional fee
of $500.00 for service as Chair of each meeting attended.


 


•                                           Outside
Energy Directors will be paid $2,500.00 for telephone board meetings or
committee meetings of any kind (the maximum amount of payment for telephone
meetings is $2,500.00 per day regardless of the number of telephone meetings
held on any one day), unless management deems it appropriate, as to time and
circumstances to pay more than one payment per day.


 


 


	
   

  	
   

  
	
   

  	
  Chairman

  



 


 


Date of Minutes:  October 24, 2000


 


	
  Revised:

  	
  October 23, 2001

  
	
   

  	
  March 17, 2003

  
	
   

  	
  April 2, 2003

  
	
   

  	
  April 20, 2004

  
	
   

  	
  July 6, 2005

  



 


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