ASSIGNED OR TRANSFERRED BY THE EMPLOYER WITHOUT THE EXECUTIVE'S PRIOR WRITTEN
CONSENT, EXCEPT THAT SUCH RIGHTS OR OBLIGATIONS MAY BE ASSIGNED OR TRANSFERRED
IN CONNECTION WITH
12
A MERGER, CONSOLIDATION, REORGANIZATION OR OTHER SIMILAR CORPORATE TRANSACTION
FOLLOWING WHICH PROVIDENT ENERGY TRUST, A TRUST ORGANIZED UNDER THE LAWS OF
ALBERTA, CANADA (TOGETHER WITH ITS SUCCESSORS AND ASSIGNS, "PROVIDENT") WILL NO
LONGER OWN, DIRECTLY OR INDIRECTLY, AT LEAST 50% OF THE EQUITY SECURITIES OF BMC
OR BBGP (DETERMINED ON A FULLY DILUTED BASIS), OR A SALE OF ALL OR SUBSTANTIALLY
ALL OF BREITBURN PARTNERS' ASSETS PROVIDED THAT THE ASSIGNEE OR TRANSFEREE IS
THE SUCCESSOR TO ALL OR SUBSTANTIALLY ALL OF BREITBURN PARTNERS' ASSETS AND
ASSUMES THE LIABILITIES, OBLIGATIONS AND DUTIES OF THE EMPLOYER UNDER THIS
AGREEMENT.
(C)
EXPRESS ASSUMPTION OF AGREEMENT.
THE EMPLOYER SHALL REQUIRE ANY
SUCCESSOR (WHETHER DIRECT OR INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION OR
OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE
EMPLOYER OR ANY ASSIGN PERMITTED UNDER SECTION 9(B) ABOVE TO ASSUME EXPRESSLY
AND AGREE TO PERFORM THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME EXTENT
THAT THE EMPLOYER WOULD BE REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION HAD
TAKEN PLACE.
AS USED IN THIS SECTION 9(C), "EMPLOYER" SHALL MEAN THE EMPLOYER
AS HEREINBEFORE DEFINED AND ANY SUCCESSOR TO ITS BUSINESS AND/OR ASSETS OR
ASSIGNS AS AFORESAID WHICH ASSUMES AND AGREES TO PERFORM THIS AGREEMENT BY
OPERATION OF LAW OR OTHERWISE.
10.
INDEMNIFICATION AND DIRECTORS' AND OFFICERS' INSURANCE.
(A)
GENERAL.
DURING THE EMPLOYMENT PERIOD AND THEREAFTER, THE
EMPLOYER SHALL INDEMNIFY THE EXECUTIVE TO THE FULLEST EXTENT PERMITTED UNDER LAW
FROM AND AGAINST ANY EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEYS' FEES,
EXPENSES OF INVESTIGATION AND PREPARATION AND FEES AND DISBURSEMENTS OF THE
EXECUTIVE'S ACCOUNTANTS OR OTHER EXPERTS), JUDGMENTS, FINES, PENALTIES AND
AMOUNTS PAID IN SETTLEMENT ACTUALLY AND REASONABLY INCURRED BY THE EXECUTIVE IN
CONNECTION WITH ANY PROCEEDING IN WHICH THE EXECUTIVE WAS OR IS MADE PARTY, WAS
OR IS INVOLVED (FOR EXAMPLE, AS A WITNESS) OR IS THREATENED TO BE MADE A PARTY
TO, IN ANY CASE, BY REASON OF THE FACT THE EXECUTIVE WAS OR IS EMPLOYED BY THE
EMPLOYER OR WAS PERFORMING SERVICES FOR ANY BREITBURN ENTITY.
SUCH
INDEMNIFICATION SHALL CONTINUE AS TO THE EXECUTIVE DURING THE EMPLOYMENT PERIOD
AND FOR AT LEAST SIX YEARS FROM THE DATE OF TERMINATION WITH RESPECT TO ACTS OR
OMISSIONS WHICH OCCURRED PRIOR TO HIS CESSATION OF EMPLOYMENT WITH THE EMPLOYER
AND SHALL INURE TO THE BENEFIT OF THE EXECUTIVE'S HEIRS, EXECUTORS AND
ADMINISTRATORS.
THE EMPLOYER SHALL ADVANCE TO THE EXECUTIVE ALL COSTS AND
EXPENSES INCURRED BY HIM IN CONNECTION WITH ANY PROCEEDING COVERED BY THIS
PROVISION WITHIN TWENTY CALENDAR DAYS AFTER RECEIPT BY THE EMPLOYER OF A WRITTEN
REQUEST FOR SUCH ADVANCE.
SUCH REQUEST SHALL INCLUDE AN UNDERTAKING BY THE
EXECUTIVE TO REPAY THE AMOUNT OF SUCH ADVANCE IF IT SHALL ULTIMATELY BE
DETERMINED THAT HE IS NOT ENTITLED TO BE INDEMNIFIED AGAINST ANY SUCH COSTS
AND/OR EXPENSES.
(B)
INSURANCE.
THE