PERFORMANCE OF MANAGEMENT SERVICES.
2.1.
MANAGEMENT SERVICES.
FROM AND AFTER THE EFFECTIVE DATE, CPE
AGREES TO PROVIDE THE MANAGEMENT SERVICES ON THE TERMS AND CONDITIONS SET FORTH
IN THIS AGREEMENT AND IN COMPLIANCE WITH THE POLICIES AND PROGRAMS ESTABLISHED
FROM TIME TO TIME BY THE BOARD OF DIRECTORS OF CPE (THE "BOARD").
2.2.
EXHIBIT A.
(A)
EXHIBIT A SHALL SET FORTH THE NAME, JOB TITLE AND INITIAL
ESTIMATED ATTRIBUTABLE EMPLOYEE COST FOR EACH SERVICE EMPLOYEE EMPLOYED BY CPE.
FOR THE AVOIDANCE OF DOUBT, EXHIBIT A SHALL NOT INCLUDE ANY EMPLOYEES THAT ARE
EMPLOYED BY CPE LLC OR ANY SUBSIDIARY OF CPE LLC.
(B)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY,
EXHIBIT A SHALL BE DEEMED AUTOMATICALLY AMENDED IF CPE ADDS, REMOVES OR REPLACES
A SERVICE
4
EMPLOYEE, OR IF A SERVICE EMPLOYEE'S EMPLOYMENT WITH CPE OTHERWISE TERMINATES.
IN SUCH AN INSTANCE, CPE SHALL DELIVER TO CPE LLC A REVISED EXHIBIT A THAT
REFLECTS SUCH CHANGE TO THE LIST OF SERVICE EMPLOYEES.
(C)
FOR THOSE SERVICE EMPLOYEES IDENTIFIED ON EXHIBIT A AS OF THE
EFFECTIVE DATE, THE INITIAL ESTIMATED ATTRIBUTABLE EMPLOYEE COST SHALL BE
CALCULATED FOR FISCAL YEAR 2009, AND FOR ANY SUBSEQUENT SERVICE EMPLOYEE,
INITIAL ESTIMATED ATTRIBUTABLE EMPLOYEE COST SHALL BE CALCULATED FOR THE FISCAL
YEAR IN WHICH SUCH INDIVIDUAL ASSUMES THE ROLE OF SERVICE EMPLOYEE.
THE
ESTIMATED AND ACTUAL ATTRIBUTABLE EMPLOYEE COSTS WILL VARY BECAUSE OF FACTORS
INCLUDING PAYMENT OF BONUSES OR OTHER INCENTIVE COMPENSATION, INCLUDING EQUITY
COMPENSATION (WHICH BONUSES, INCENTIVE AND EQUITY COMPENSATION WILL NOT BE
INCLUDED IN THE ESTIMATED ATTRIBUTABLE EMPLOYEE COSTS ON EXHIBIT A), VARYING
UTILIZATION OF FRINGE BENEFITS FROM ESTIMATED AMOUNTS AND DIFFERENCES BETWEEN
ESTIMATED AND ACTUAL BENEFIT COSTS.
(D)
WITHIN THIRTY DAYS OF EACH NEW FISCAL YEAR, CPE SHALL PROVIDE CPE
LLC A NOTICE CONTAINING AN UPDATED ESTIMATED ATTRIBUTABLE EMPLOYEE COST FOR EACH
SERVICE EMPLOYEE.
2.3.
SUBCONTRACTORS.
CPE MAY SUBCONTRACT WITH THIRD PARTIES, INCLUDING
AFFILIATES OF CPE, TO ASSIST IN THE PERFORMANCE OF THE MANAGEMENT SERVICES;
PROVIDED, HOWEVER, THAT CPE SHALL NOT BE RELIEVED OF ANY OBLIGATION UNDER THIS
AGREEMENT OR THE LLC AGREEMENT AS A RESULT OF ANY SUBCONTRACT ENTERED INTO
PURSUANT TO THIS SECTION 2.3; AND FURTHER PROVIDED, THAT CPE, AT ALL TIMES, WILL
MANAGE, SUPERVISE AND MONITOR SUCH PARTIES.
2.4.
COMPLIANCE WITH LAWS.
CPE SHALL PERFORM THE MANAGEMENT SERVICES
IN COMPLIANCE WITH ALL APPLICABLE LAWS IN ALL MATERIAL RESPECTS.
2.5.
SUPPORTING DOCUMENTATION.
(A)
CPE SHALL KEEP REASONABLE SUPPORTING DOCUMENTATION OF ALL THE
SERVICES FEES AND REIMBURSABLE COSTS (THE "SUPPORTING DOCUMENTATION").
CPE
SHALL MAINTAIN AND RETAIN THE SUPPORTING DOCUMENTATION IN A MANNER CONSISTENT
WITH ANY CPE RECORD RETENTION POLICIES.
(B)
CPE LLC, UPON REASONABLE NOTICE TO CPE, SHALL HAVE THE RIGHT TO
INSPECT AND AUDIT, DURING NORMAL BUSINESS HOURS AND USING REASONABLE COMMERCIAL
EFFORTS NOT TO DISRUPT CPE'S NORMAL BUSINESS OPERATIONS, THE SUPPORTING
DOCUMENTATION TO THE EXTENT REASONABLY NECESSARY TO VERIFY ANY INFORMATION
REGARDING THE SERVICES FEES OR REIMBURSABLE COSTS WITH RESPECT TO ANY YEAR
WITHIN THE TWELVE MONTH PERIOD FOLLOWING THE END OF SUCH YEAR.
THE COSTS OF ANY