AGREEMENTS AND UNDERSTANDINGS, BOTH WRITTEN AND ORAL, MADE BY THE EMPLOYER, ANY
OTHER BREITBURN ENTITY OR THE EXECUTIVE WITH RESPECT TO THE SUBJECT MATTER
COVERED HEREBY, PROVIDED, THAT TO THE EXTENT THERE IS ANY INCONSISTENCY BETWEEN
THIS AGREEMENT AND THE EMPLOYER'S CODE OF CONDUCT POLICY, THE TERMS OF THIS
AGREEMENT SHALL CONTROL.
THE PARTIES TO THIS AGREEMENT HAVE PARTICIPATED
JOINTLY IN THE NEGOTIATION AND DRAFTING OF THIS AGREEMENT.
IF AN AMBIGUITY OR
QUESTION OF INTENT OR INTERPRETATION ARISES WITH RESPECT TO ANY TERM OR
PROVISION OF THIS AGREEMENT, THIS AGREEMENT SHALL BE CONSTRUED AS IF DRAFTED
JOINTLY BY THE PARTIES HERETO, AND NO PRESUMPTION OR BURDEN OF PROOF SHALL ARISE
FAVORING OR DISFAVORING ANY PARTY HERETO BY VIRTUE OF THE AUTHORSHIP OF ANY OF
THE TERMS OR PROVISIONS HEREOF.
(J)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL BUT ALL OF WHICH TAKEN
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
[Signature page follows]
17
IN WITNESS WHEREOF, THE EXECUTIVE HAS HEREUNTO SET THE EXECUTIVE'S HAND AND THE
EMPLOYER HAS CAUSED THESE PRESENTS TO BE EXECUTED IN ITS NAME ON ITS BEHALF, ALL
AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.
EXECUTIVE
/s/ Mark Pease
Mark Pease
PRO GP CORP.
By:
/s/ Halbert S. Washburn
Name:
Halbert S. Washburn
Title:
Co-Chief Executive Officer
BREITBURN MANAGEMENT COMPANY, LLC
By:
/s/ Halbert S. Washburn
Name:
Halbert S. Washburn
Title:
Co-Chief Executive Officer
BREITBURN GP, LLC
By:
/s/ Halbert S. Washburn
Name:
Halbert S. Washburn
Title:
Co-Chief Executive Officer
18
EXHIBIT A
DEFINITIONS
"AAA" has the meaning assigned thereto in Section 11(b) hereof.
"Accrued Obligations" has the meaning assigned thereto in
Section 5(a)(i) hereof.
"Agreement" has the meaning assigned thereto in the Recitals hereof.
"Annual Bonus" has the meaning assigned thereto in Section 3(b)(ii) hereof.
"Base Salary" has the meaning assigned thereto in Section 3(b)(i) hereof.
"BBGP" has the meaning assigned thereto in the Recitals hereof.
"BECLP" has the meaning assigned thereto in the Recitals hereof.
"BMC" has the meaning assigned thereto in the Recitals hereof.
"Board" or "Boards" has the meaning assigned thereto in Section 3(a)(i) hereof.
"Bonus Amount" has the meaning assigned thereto in Section 5(a)(ii)(A) hereof.
"BreitBurn Entity" has the meaning assigned thereto in Section 3(a)(i) hereof.
"BreitBurn Partners" means BreitBurn Energy Partners, L.P., a Delaware limited
partnership.
"Cause" means the following:
(I)
THE WILLFUL AND CONTINUED FAILURE OF THE EXECUTIVE TO PERFORM
SUBSTANTIALLY THE EXECUTIVE'S DUTIES FOR THE EMPLOYER OR ANY BREITBURN ENTITY
(AS DESCRIBED IN SECTION 3(A) HEREOF) (OTHER THAN ANY SUCH FAILURE RESULTING
FROM INCAPACITY DUE TO PHYSICAL OR MENTAL ILLNESS), AFTER A WRITTEN DEMAND FOR
SUBSTANTIAL PERFORMANCE IS DELIVERED TO THE EXECUTIVE BY THE EMPLOYER (AFTER A
VOTE TO THIS EFFECT BY A MAJORITY OF THE BOARD) WHICH SPECIFICALLY IDENTIFIES
THE MANNER IN WHICH THE BOARD BELIEVES THAT THE EXECUTIVE HAS NOT SUBSTANTIALLY
PERFORMED THE EXECUTIVE'S DUTIES AND THE EXECUTIVE IS GIVEN A REASONABLE
OPPORTUNITY OF NOT MORE THAN TWENTY (20) BUSINESS