THE EXECUTIVE'S
CONTINUED EMPLOYMENT THROUGH THE END OF THE EMPLOYMENT PERIOD, AS DETERMINED
WITHOUT REGARD TO ANY POST-TERMINATION EXTENSION, IN THE EVENT THAT THE
EMPLOYMENT PERIOD TERMINATES ON JANUARY 1, 2011 AS A RESULT OF NON-RENEWAL BY
THE EXECUTIVE IN ACCORDANCE WITH SECTION 2 HEREOF, THE FINAL ONE-THIRD OF THE
RPUS SHALL VEST AND CONVERT INTO UNITS AS SCHEDULED IN ACCORDANCE WITH
SECTION 3(B)(III) ON JANUARY 1, 2011.
(III)
ACCRUED OBLIGATIONS.
IN THE CASE OF ANY TERMINATION IN
ACCORDANCE WITH THIS SECTION 5(D), THE ACCRUED OBLIGATIONS SHALL BE PAID TO THE
EXECUTIVE WITHIN THIRTY DAYS AFTER THE EXECUTIVE'S SEPARATION FROM SERVICE (OR
ANY SHORTER PERIOD PRESCRIBED BY LAW) OR, IN THE CASE OF PAYMENTS OR BENEFITS
DESCRIBED IN SECTION 5(A)(I)(B) ABOVE, AS SUCH PAYMENTS OR BENEFITS BECOME DUE.
(E)
CHANGE OF CONTROL.
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, IF A CHANGE IN CONTROL (AS DEFINED IN THE PLAN) OCCURS DURING THE
EMPLOYMENT PERIOD, THEN, TO THE EXTENT NOT PREVIOUSLY VESTED AND CONVERTED INTO
UNITS, THE RPUS SHALL VEST IN FULL UPON SUCH CHANGE IN CONTROL, PROVIDED, THAT
NOTWITHSTANDING THE FOREGOING, SUCH RPUS SHALL NOT CONVERT INTO UNITS AND SHALL
NOT CONVERT INTO UNITS AND BE PAID TO THE EXECUTIVE UNTIL THE EARLIER TO OCCUR
OF (1) THE ORIGINALLY APPLICABLE VESTING DATE DESCRIBED IN
SECTION 3(B)(III) ABOVE, OR (2) THE EXECUTIVE'S SEPARATION FROM SERVICE.
(F)
TERMINATION OF OFFICES AND DIRECTORSHIPS.
UPON TERMINATION OF
THE EXECUTIVE'S EMPLOYMENT FOR ANY REASON, THE EXECUTIVE SHALL BE DEEMED TO HAVE
RESIGNED FROM ALL OFFICES AND DIRECTORSHIPS, IF ANY, THEN HELD WITH THE EMPLOYER
OR ANY BREITBURN ENTITY, AND SHALL TAKE ALL ACTIONS REASONABLY REQUESTED BY THE
EMPLOYER TO EFFECTUATE THE FOREGOING.
6.
NON-EXCLUSIVITY OF RIGHTS.
NOTHING IN THIS AGREEMENT SHALL
PREVENT OR LIMIT THE EXECUTIVE'S PARTICIPATION IN ANY OTHER PLAN, PROGRAM,
POLICY OR PRACTICE PROVIDED BY ANY BREITBURN ENTITY (OTHER THAN POLICIES
RELATING TO SEVERANCE PAYMENTS OR OBLIGATIONS ON TERMINATION OF EMPLOYMENT FOR
ANY REASON ) AND FOR WHICH THE EXECUTIVE MAY QUALIFY, NOR SHALL ANYTHING HEREIN
LIMIT OR OTHERWISE AFFECT SUCH RIGHTS AS THE EXECUTIVE MAY HAVE UNDER ANY
CONTRACT OR AGREEMENT WITH ANY BREITBURN ENTITY.
AMOUNTS WHICH ARE VESTED
BENEFITS OR WHICH THE EXECUTIVE IS OTHERWISE ENTITLED TO RECEIVE UNDER ANY PLAN,
POLICY, PRACTICE OR PROGRAM OF OR ANY CONTRACT OR AGREEMENT WITH ANY BREITBURN
ENTITY OR ANY OF ITS AFFILIATES AT OR SUBSEQUENT TO THE DATE OF TERMINATION
SHALL BE PAYABLE, IF AT ALL, IN ACCORDANCE WITH SUCH PLAN, POLICY, PRACTICE OR
PROGRAM OR CONTRACT OR AGREEMENT EXCEPT AS EXPLICITLY MODIFIED BY THIS
AGREEMENT.
10
7.
NO MITIGATION.
THE EMPLOYER'S OBLIGATION TO MAKE THE PAYMENTS
PROVIDED FOR IN THIS AGREEMENT AND OTHERWISE TO PERFORM ITS OBLIGATIONS
HEREUNDER SHALL NOT BE AFFECTED BY ANY SET-OFF, COUNTERCLAIM, RECOUPMENT,
DEFENSE OR OTHER CLAIM, RIGHT OR ACTION WHICH THE EMPLOYER OR ANY OF THEIR
AFFILIATES MAY HAVE AGAINST THE EXECUTIVE OR OTHERS.
IN NO EVENT SHALL THE
EXECUTIVE BE OBLIGATED TO SEEK OTHER EMPLOYMENT OR TAKE ANY OTHER ACTION BY WAY
OF MITIGATION OF THE