EXHIBIT 10.1
EMPLOYMENT AGREEMENT
AGREEMENT, dated as of December 26, 2007 (together with any Exhibits hereto, the
"Agreement"), is entered into by and between BreitBurn Management Company, LLC
("BMC"), Pro GP Corp. ("PROGP"), BreitBurn GP, LLC ( "BBGP"), and Mark Pease
(the "Executive").
As used herein, the term "Employer" shall be deemed to refer
to BMC, PROGP, and/or BBGP, as the context requires.
WHEREAS, the Executive and the Employer wish to enter into an employment
relationship; and
WHEREAS, the Employer and the Executive wish to enter into an Employment
Agreement, in the capacities and on the terms set forth in this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1.
DEFINITIONS.
ALL CAPITALIZED TERMS NOT DEFINED HEREIN SHALL HAVE
THE MEANINGS SET FORTH IN EXHIBIT A HERETO.
2.
EMPLOYMENT PERIOD.
THE EMPLOYER HEREBY AGREES TO EMPLOY THE
EXECUTIVE, AND THE EXECUTIVE HEREBY AGREES TO ACCEPT SUCH EMPLOYMENT, SUBJECT TO
THE TERMS AND CONDITIONS OF THIS AGREEMENT, DURING THE PERIOD (THE "EMPLOYMENT
PERIOD") BEGINNING ON DECEMBER 17, 2007 (THE "COMMENCEMENT DATE") AND ENDING ON
JANUARY 1, 2011 OR SUCH EARLIER DATE UPON WHICH EXECUTIVE'S EMPLOYMENT IS
TERMINATED AS PROVIDED HEREIN.
PROVIDED THAT THE EMPLOYMENT PERIOD HAS NOT
ALREADY TERMINATED, COMMENCING ON JANUARY 1, 2011 (AND EACH JANUARY 1
THEREAFTER), THE TERM OF THIS AGREEMENT SHALL AUTOMATICALLY BE EXTENDED FOR ONE
ADDITIONAL YEAR, UNLESS AT LEAST NINETY DAYS PRIOR TO ANY SUCH JANUARY 1, THE
EMPLOYER OR THE EXECUTIVE GIVES WRITTEN NOTICE TO THE OTHER PARTY THAT IT OR HE,
AS THE CASE MAY BE, DOES NOT WISH TO SO EXTEND THE TERM OF THIS AGREEMENT.
NOTWITHSTANDING THE FOREGOING, THE EMPLOYMENT PERIOD SHALL END ON THE DATE OF
TERMINATION.
3.
TERMS OF EMPLOYMENT.
(A)
POSITION AND DUTIES.
(I)
POSITION.
DURING THE EMPLOYMENT PERIOD, THE EXECUTIVE SHALL BE
EMPLOYED AS THE CHIEF OPERATING OFFICER OF THE EMPLOYER, WITH THE USUAL AND
CUSTOMARY DUTIES OF SUCH OFFICE IN ENTITIES OF A SIMILAR NATURE AND SIZE.
THE
EXECUTIVE SHALL ALSO SERVE SUBSIDIARIES AND AFFILIATES OF THE EMPLOYER IN SUCH
OTHER CAPACITIES, IN ROLES CONSISTENT WITH HIS POSITION AS CHIEF OPERATING
OFFICER, IN ADDITION TO THE FOREGOING AS THE EMPLOYER SHALL DESIGNATE, AND THE
EXECUTIVE SHALL HAVE SUCH OTHER DUTIES, RESPONSIBILITIES AND AUTHORITY AS THE
BOARDS OF DIRECTORS OF BMC, BBGP OR PROGP, AS APPLICABLE,(THE "BOARD" OR
"BOARDS" AS THE CONTEXT REQUIRES) MAY SPECIFY FROM TIME TO TIME, IN EACH CASE,
IN ROLES CONSISTENT WITH HIS POSITION AS CHIEF OPERATING OFFICER.
IN NO EVENT
SHALL THE EXECUTIVE BE ENTITLED TO ANY ADDITIONAL COMPENSATION (FROM THE
EMPLOYER OR OTHERWISE) FOR SERVICES RENDERED TO ANY OTHER AFFILIATE OF THE
EMPLOYER
1
(any other affiliated entity for which the Executive provides such services, the
"BreitBurn Entities").
The Executive shall report directly to the Co-Chief
Executive Officers of the Employer.
(II)
EXCLUSIVITY.
DURING THE EMPLOYMENT PERIOD, AND EXCLUDING ANY
PERIODS OF VACATION AND SICK LEAVE TO WHICH THE EXECUTIVE IS ENTITLED UNDER THIS
AGREEMENT, THE EXECUTIVE SHALL DEVOTE SUBSTANTIALLY FULL-TIME ATTENTION AND TIME
DURING NORMAL BUSINESS HOURS TO