REASONABLY REQUIRED BY CPE
OPERATIONS.
6
(C)
OTHER SUPPORT SERVICES.
CPE LLC SHALL PROVIDE OTHER REASONABLE
SUPPORTING SERVICES FOR CPE INCLUDING:
NON-EXECUTIVE MANAGEMENT, SALES,
MARKETING, RESERVES, INFORMATION TECHNOLOGY, HUMAN RESOURCES, AND LEGAL
SUPPORTING SERVICES ON THE SAME OR SIMILAR TERMS AS SUCH SERVICES ARE PROVIDED
TO CPE LLC.
4.3.
EMPLOYEE BENEFITS.
FROM AND AFTER THE EFFECTIVE DATE, CPE LLC
AGREES THAT CPE EMPLOYEES SHALL BE ELIGIBLE TO ACTIVELY PARTICIPATE IN THE CPE
LLC GROUP EMPLOYEE BENEFIT PLANS AND, TO THE EXTENT APPLICABLE, CPE SHALL BE A
PARTICIPATING EMPLOYER IN ANY CPE LLC GROUP EMPLOYEE BENEFIT PLAN.
CPE AGREES
THAT CPE LLC EMPLOYEES MAY BE ELIGIBLE TO RECEIVE AWARDS UNDER ANY CPE BENEFIT
PLAN, INCLUDING THE CPE 2009 LONG-TERM EQUITY INCENTIVE PLAN.
(A)
CPE BENEFIT PLANS.
CPE LLC SHALL PROVIDE ADMINISTRATIVE
SUPPORTING SERVICES WITH RESPECT TO OPERATION, ADMINISTRATION AND REQUIRED
REPORTING FOR ANY CPE BENEFIT PLAN, INCLUDING THE CPE 2009 LONG-TERM EQUITY
INCENTIVE PLAN.
SECTION 3.4(B) OF THE LLC AGREEMENT SHALL GOVERN THE TERMS AND
CONDITIONS RELATING TO AUTHORIZATION AND ISSUANCE OF ADDITIONAL COMMON
MEMBERSHIP UNITS OF CPE LLC IN CONNECTION WITH EQUITY COMPENSATION AWARDS UNDER
THE CPE 2009 LONG-TERM EQUITY INCENTIVE PLAN TO EMPLOYEES AND OTHER SERVICE
PROVIDERS OF CPE AND CPE LLC.
THE BOARD OR A COMMITTEE OF THE BOARD SHALL
APPROVE EQUITY AWARDS MADE UNDER THE PLAN.
(B)
401(K) PLAN.
CPE LLC AND CPE SHALL TAKE ALL ACTIONS REQUIRED OR
APPROPRIATE TO PROVIDE THAT CPE SHALL ADOPT THE CPE LLC 401(K) PROFIT SHARING
PLAN, OR ITS SUCCESSOR, SO THAT CPE WILL BECOME A PARTICIPATING EMPLOYER OR
ALTERNATIVELY CPE LLC WILL ADOPT A PLAN WITH IDENTICAL BENEFITS TO PROVIDE FOR
PARTICIPATION BY ELIGIBLE CPE EMPLOYEES.
(C)
HEALTH AND WELFARE PLANS.
CPE LLC AND CPE SHALL TAKE ALL ACTIONS
REQUIRED OR APPROPRIATE TO PROVIDE THAT CPE SHALL ADOPT, AS A PARTICIPATING
EMPLOYER, THE HEALTH AND WELFARE BENEFIT PLANS AND OTHER FRINGE BENEFITS
SPONSORED BY CPE LLC FOR ITS EMPLOYEES (THE "HEALTH AND WELFARE PLANS") TO
PERMIT ELIGIBLE CPE EMPLOYEES AND THEIR COVERED DEPENDENTS TO PARTICIPATE IN THE
HEALTH AND WELFARE PLANS.
5.
LIMITATION ON LIABILITY;
INDEMNIFICATION.
5.1.
LIMITATION ON LIABILITY OF CPE.
NEITHER CPE NOR ITS OFFICERS,
DIRECTORS, AGENTS AND EMPLOYEES SHALL BE LIABLE TO CPE LLC FOR ANY CLAIMS,
ACTIONS, LOSSES, DAMAGES, LIABILITIES, CAUSES OF ACTION, FINES, COSTS AND
EXPENSES (INCLUDING REASONABLE INVESTIGATION COSTS AND REASONABLE ATTORNEYS',
EXPERTS' AND CONSULTANTS' FEES) ("LOSSES") SUFFERED OR INCURRED BY CPE LLC,
DIRECTLY OR INDIRECTLY, IN CONNECTION WITH THE PERFORMANCE OF THE MANAGEMENT
SERVICES, EXCEPT TO THE EXTENT SUCH LOSSES ARE CAUSED BY WILLFUL MISCONDUCT OR
GROSS NEGLIGENCE OF CPE OR THE SERVICE EMPLOYEES.
NO PARTY HERETO SHALL BE
LIABLE TO THE OTHER PARTY FOR, AND THE TERM LOSSES SHALL NOT INCLUDE, ANY LOST
PROFITS, LOST SALES, BUSINESS INTERRUPTION, DECLINE IN VALUE, LOST BUSINESS
OPPORTUNITIES, OR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES;
PROVIDED, HOWEVER, THAT THIS WAIVER SHALL NOT LIMIT A PARTY'S RIGHT TO
INDEMNIFICATION FOR LIABILITIES INCURRED BY SUCH PARTY TO A THIRD PARTY (OTHER
THAN THE MEMBERS OF CPE LLC