exv10w44



 




Exhibit 10.44




Rio Vista GP LLC




Manager Services Agreement




This MANAGER SERVICES AGREEMENT (this “Agreement”) is entered into on March ___, 2007, with an
effective date of January 1, 2007 (the “Effective Date”), by and between Rio Vista GP LLC, a
Delaware limited liability company (the “Company”), and                                          an individual
residing in the State of                      (“Manager”). The Company and Manager are each a “party” and
together are the “parties” to this Agreement.



WHEREAS, Manager is to serve as a member of the Board of Managers of the Company and the
Company desires to compensate Manager for his service (“Board Services”) as a manager and for his
service (“Committee Services”) as a member of such committees of the Board of Managers of the
Company as the board may determine from time to time.



NOW THEREFORE, in consideration of the mutual benefits to be derived and the representations
and warranties, conditions and promises herein contained, and other good and valuable
consideration, the sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:



1. Services to be Provided. The Company hereby engages Manager to provide, and Manager
hereby agrees to provide to the Company, the Board Services and the Committee Services during the
Term (as defined below).



2. Manager Compensation.



a. As compensation for serving as a manager and as a board committee member, the Company shall
pay to Manager an annual fee of Twenty Thousand Dollars (US $20,000.00) (the “Manager Fee") and
shall grant an annual option (the “Manager Option”) to purchase Five Thousand (5,000) common units
of Rio Vista Energy Partners L.P. (the “Partnership”), providing Manager the right, but not the
obligation, to buy such units at an exercise price equal to not less than one hundred percent
(100%) of the fair market value of such units on the day of the grant, for a period of not more
than five (5) years. Fair market value shall be determined in accordance with the equity plan
under which the Manager Option is granted and otherwise in accordance with applicable law and
regulation. In lieu of determining the number of units subject to the Manager Option based on a
fixed number of units, the Board of Managers may, in its sole discretion, grant the Manager Option
based on a fixed dollar valuation of the option itself, such value determined in accordance with
the Company’s usual accounting procedures. As a condition to the exercise of the Manager Option,
the Board of Managers may, in its sole discretion, impose a condition of continued services for a
period of not more than one (1) year following the date of grant.



b. As compensation for performance of additional Board Services and Committee Services, the
Company shall pay to Manager an additional fee of One Thousand Dollars (US $1,000.00) per Working
Day (the “Additional Fees”) except as otherwise set forth herein. “Working Day” means a calendar
day during which Manager provides significant Board Services or Committee Services to the Company,
including without limitation the attendance of meetings of the Board of Managers and any committees
of the Board of Managers, and specifically including days spent solely or primarily in travel to or
from locations at which Manager provides Board Services or Committee Services. Manager shall not
receive any Additional Fees for preparing for and attending on an annual basis four (4) quarterly
meetings of the Board of Managers, four (4) quarterly meetings of any committee of the Board of
Managers of which Manager is a member, one (1) annual meeting of the members of the Company, and
one (1) annual meeting of unitholders of the Partnership, if any. Each payment of Additional Fees
is subject to review and approval by the Board of Managers. No Additional Fees shall be paid to
Manager if, under any applicable law, regulation or rule, such payment would disqualify Manager
from membership on the Board of Managers or any board committee on which Manager serves.


 


 









 





3. Payment of Fees.



a. The Manager Fee shall be paid in equal quarterly installments beginning January 1, 2007.
The Manager Fee shall be pro-rated for any period of less than one full year of Board Services.



b. The Manager Option shall be granted on the date of the first quarterly meeting of the Board
of Managers in each year beginning January 1, 2007, unless otherwise determined by the Board of
Managers.



c. The Additional Fees shall be payable within thirty (30) days following receipt from Manager
of a written statement setting forth the specific dates during which Manager provided the
additional Board Services or Committee Services and reasonable detail regarding the nature of such
services; provided, however, that the Company shall not be required to pay Additional Fees more
frequently than once per calendar quarter, and that the Company shall be entitled to defer payment
accordingly on any services set forth in a services statement.



4. Insurance. As additional consideration for Manager agreement to serve as a manager of
the Company, the Company agrees to provide, and maintain thereafter, a directors’ and officers’
insurance policy with an aggregate coverage limit of at least $5 million dollars with an insurance
carrier having at least an A.M. Best rating of “A” or its equivalent.



5. Reimbursable Expenses. Manager shall be entitled to reimbursement for reasonable
expenses incurred by or on behalf of Manager for the benefit of the Company and attributable to the
Board Services or the Committee Services that are documented in accordance with Company’s expense
reimbursement policies. The reimbursement payment for any such expense shall be due and payable
within thirty (30) days following the receipt by the Company of a written notice from Manager of
the date and nature of such expense and reasonable evidence (consistent with the requirements of
taxation or other governmental regulations applicable to the Company) of such expense.



6. Indemnification. In addition to the other remedies specified hereunder, the Company
agrees to hold harmless, defend and indemnify Manager in connection with his service as a manager
and a board committee member in accordance with the Company’s Certificate of Formation and Limited
Liability Company Agreement, the laws of the State of Delaware and any written indemnification
agreement with Manager.



7. Independent Contractor. Manager and the Company hereby acknowledge that Manager is and
will continue to be an independent contractor. There shall be no tax withholdings taken
from any Manager Fee or Additional Fees paid to Manager pursuant to this Agreement (including,
without limitation, FICA, state and federal unemployment compensation contributions, and state and
federal income taxes), and Manager shall pay, when and as due, any and all taxes incurred as a
result of his compensation pursuant to this Agreement.



8. Duties and Conflicts. The Company and Manager recognize that Manager has other business
interests, activities and investments, and that Manager is entitled to carry on such other business
interests, activities and investments during the Term in a manner consistent with the fiduciary
duties of Manager as a manager and board committee member and subject to the Company’s Certificate
of Formation, Limited Liability Company Agreement and Code of Business Conduct, the Partnership’s
Certificate of Limited Partnership and Agreement of Limited Partnership, and the laws of the State
of Delaware. Manager hereby acknowledges receipt of, and agrees to comply with, all provisions of
the Company’s Code of Business Conduct and Section 16 Compliance Program.


 


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9. Confidential Information and Insider Trading. Manager agrees to maintain the
confidentiality of all non-public information obtained by him in connection with his services as a
manager and board committee member, except when disclosure is authorized by the Board of Managers
or required by laws or regulations. Confidential information includes all non-public information
regarding the Company, the Partnership and their affiliates, and information that third parties
have entrusted to the Company, the Partnership or its affiliates in confidence. The obligation to
preserve confidential information continues after service as a manager or board committee member
ends. Manager agrees not to use or share confidential information for securities trading purposes
or for any other purpose except the conduct of the Company’s business. The use of confidential
information for personal financial benefit, or for the benefit of others who might make an
investment decision on the basis of such information, is illegal and is a violation of the
Company’s Code of Business Conduct.



10. Effective Date, Term and Termination. This Agreement shall take effect on the
Effective Date, and shall continue in effect until Manager ceases to hold office as a manager (the
"Term”). Notwithstanding the foregoing, this Agreement shall automatically terminate if Manager
becomes an employee of the Company, the Partnership or their affiliates. Either party may
terminate this Agreement at any time, effective upon written notice to the other party.
Notwithstanding anything to the contrary in this Agreement, the obligations of Manager under this
Agreement with respect to confidential information and insider trading shall survive the expiration
or termination of this Agreement.



11. Entire Agreement; Amendments. This Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof and supersedes any and all prior
agreements, understandings, discussions, and/or commitments of any kind with respect to the subject
matter hereof. This Agreement may be amended or modified only by written agreement of the parties.
Notwithstanding any other provision of this Agreement, the services of Manager as a manager and
board committee member shall in all respects be subject to, and the provisions of this Agreement
shall be subordinate to, the Company’s Certificate of Formation, Limited Liability Company
Agreement and Code of Business Conduct, the Partnership’s Certificate of Limited Partnership and
Agreement of Limited Partnership, and the laws of the State of Delaware.



12. No Assignment or Waiver. This Agreement is personal in nature and may not be assigned,
sold, pledged as security or otherwise transferred by Manager, nor may any provision hereof be
waived by either party without the prior written consent of the other party.



13. Governing Law. This Agreement shall be governed by and construed in accordance with
the internal law, and not the law of conflicts, of the State of Delaware.



14. Notices. All notices given hereunder shall be considered as properly given when
delivered by hand or sent by nationally recognized overnight courier to the parties at the
following addresses:




If to the Company:




Rio Vista GP LLC

Attn: Chief Executive Officer

820 Gessner Road, Suite 1285

Houston, Texas 77024


 


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If to Manager:




                                                            

                                                            

                                                            



Each party shall have the right to change its address for notice by giving of fifteen (15) days
prior written notice thereof to the other party hereto.



15. Captions. The captions of the sections herein are for convenience of reference only
and shall be accorded no substantive significance in the construction hereof.



16. Binding Effect. This Agreement shall be binding upon and inure the benefit of Manager,
the Company and their respective successors and assigns, including a successor by merger of the
Company.



17. Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be an original but all of which shall constitute one and the same instrument. Facsimile
signatures shall have the same legal effect as original signatures.



18. Authorization. The Company hereby represents that it has received and has become duly
authorized by all necessary corporate action on behalf of such entity, including but not limited to
the proper approval by the Board of Managers, and that the execution of this Agreement shall
constitute a legal, valid and binding obligation of the Company in accordance with its terms.
Manager hereby represents that the execution of this Agreement shall constitute a legal, valid and
binding obligation of Manager in accordance with its terms.



19. Severability. If any of the terms and conditions of this Agreement is held by any
court of competent jurisdiction to contravene, or to be invalid under, any applicable law or
regulation, that contravention or invalidity shall not invalidate the entire Agreement. Instead,
this Agreement shall be construed as reformed to the extent necessary to render valid the
particular provision or provisions held to be invalid, consistent with the original intent of that
provision and the rights and obligations of the parties shall be construed and enforced
accordingly, and this Agreement shall remain in full force and effect as reformed.



20. Arbitration. Any controversy or claim arising out of or relating to this Agreement
(other than claims for preliminary injunctive relief) shall be settled by binding arbitration in
Houston, Texas or Los Angeles, California (at the election of the party commencing the action) in
accordance with the Commercial Rules of the American Arbitration Association then in effect, and
judgment upon an award rendered in such arbitration may be entered in any court having jurisdiction
thereof.



BOTH PARTIES HAVE READ AND UNDERSTAND THIS SECTION 20, WHICH DISCUSSES ARBITRATION. THE
PARTIES UNDERSTAND THAT BY SIGNING THIS AGREEMENT, THEY AGREE TO SUBMIT ANY FUTURE CLAIMS ARISING
OUT OF RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY,
CONSTRUCTION, PERFORMANCE, BREACH, OR TERMINATION THEREOF TO BINDING ARBITRATION, AND THAT THIS
ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EACH PARTY’S RIGHT TO A JURY TRIAL AND RELATES TO THE
RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THIS AGREEMENT.



{Signatures on following page}




 


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IN WITNESS WHEREOF, the parties have duly executed this MANAGER SERVICES AGREEMENT,

intending to be legally bound hereby, as of the Effective Date first set forth above.




	 	 	 	 	 
	“The Company”

	 	 	 	“Manager”
	 
	 	 	 	 
	Rio Vista GP LLC
	 	 	 	 






	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 
	 	 	 	 






	 	 	 	 	 	 	 	 	 
	Print Name:

	 	 	 	 	 	Print Name:	 	 
	 

	 	 
	 	 	 	 	 	 






	 	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 







 


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