EXEMPT SUCH COMPENSATION AND BENEFITS FROM CODE SECTION 409A
AND/OR PRESERVE THE INTENDED TAX TREATMENT WITH RESPECT TO SUCH COMPENSATION AND
BENEFITS, OR (B) COMPLY WITH THE REQUIREMENTS OF CODE SECTION 409A.
TO THE
EXTENT APPLICABLE, THIS AGREEMENT SHALL BE INTERPRETED IN ACCORDANCE WITH THE
PROVISIONS OF CODE SECTION 409A.
(B)
POTENTIAL SIX-MONTH DELAY.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THIS AGREEMENT, NO COMPENSATION AND BENEFITS, INCLUDING WITHOUT
LIMITATION ANY SEVERANCE PAYMENTS OR DEATH/DISABILITY PAYMENTS, SHALL BE PAID TO
THE EXECUTIVE DURING THE 6-MONTH PERIOD FOLLOWING HIS SEPARATION FROM SERVICE TO
THE EXTENT THAT THE EMPLOYER REASONABLY DETERMINES THAT PAYING SUCH AMOUNTS AT
THE TIME OR TIMES INDICATED IN THIS AGREEMENT WOULD RESULT IN A PROHIBITED
DISTRIBUTION UNDER SECTION 409A(A)(2)(B)(I) OF THE CODE.
IF THE PAYMENT OF ANY
SUCH AMOUNTS IS DELAYED AS A RESULT OF THE PREVIOUS SENTENCE, THEN ON THE FIRST
BUSINESS DAY FOLLOWING THE END OF SUCH 6-MONTH PERIOD (OR SUCH EARLIER DATE UPON
WHICH SUCH AMOUNT CAN BE PAID UNDER CODE SECTION 409A WITHOUT RESULTING IN A
PROHIBITED DISTRIBUTION, INCLUDING AS A RESULT OF THE EXECUTIVE'S DEATH), THE
COMPANY SHALL PAY TO EXECUTIVE A LUMP-SUM AMOUNT EQUAL TO THE CUMULATIVE AMOUNT
THAT WOULD HAVE OTHERWISE BEEN PAYABLE TO THE EXECUTIVE DURING SUCH 6-MONTH
PERIOD, PLUS INTEREST THEREON FROM THE DATE OF THE EXECUTIVE'S SEPARATION FROM
SERVICE THROUGH THE PAYMENT DATE AT A RATE EQUAL TO THE THEN-CURRENT "APPLICABLE
FEDERAL RATE" DETERMINED UNDER SECTION 7872(F)(2)(A) OF THE CODE.
13.
MISCELLANEOUS.
(A)
GOVERNING LAW; CAPTIONS; AMENDMENT.
THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS.
THE CAPTIONS
OF THIS AGREEMENT ARE NOT PART OF THE
15
PROVISIONS HEREOF AND SHALL HAVE NO FORCE OR EFFECT.
THIS AGREEMENT MAY NOT BE
AMENDED OR MODIFIED OTHERWISE THAN BY A WRITTEN AGREEMENT EXECUTED BY THE
PARTIES HERETO OR THEIR RESPECTIVE SUCCESSORS AND LEGAL REPRESENTATIVES.
(B)
NOTICE.
ALL NOTICES AND OTHER COMMUNICATIONS HEREUNDER SHALL BE
IN WRITING AND SHALL BE GIVEN BY HAND DELIVERY TO THE OTHER PARTY, BY REGISTERED
OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, OR BY ANY OTHER
MEANS AGREED TO BY THE PARTIES, ADDRESSED AS FOLLOWS:
If to the Executive:
at the Executive's most recent address on the records of
the Employer;
If to the Employer:
BreitBurn Management Company LLC
Attn.:
Halbert Washburn
515 South Flower Street, Suite 4800
Los Angeles, CA
90071
or to such other address as either party shall have furnished to the other in
writing in accordance herewith.
Notice and communications shall be effective
when actually received by the addressee.
(C)
CODE OF CONDUCT.
THE EXECUTIVE HEREBY AGREES TO EXECUTE,
CONCURRENTLY HEREWITH, THE EMPLOYER'S CODE OF CONDUCT POLICY, RECEIPT OF WHICH
THE EXECUTIVE HEREBY ACKNOWLEDGES.
(D)
SEVERABILITY; PROVISIONS SURVIVE.
THE INVALIDITY OR
UNENFORCEABILITY OF ANY PROVISION OF THIS AGREEMENT SHALL NOT AFFECT THE
VALIDITY OR ENFORCEABILITY OF ANY OTHER PROVISION OF THIS AGREEMENT.
THE
RESPECTIVE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL SURVIVE ANY