diminution in the authority, duties, or responsibilities of the
supervisor to whom the Executive is required to report;
(iv)
a material diminution in the budget over which the Executive retains authority;
(v)
a material change in the geographic location at which the Executive must perform
services under this Agreement; or
(vi)
any other action or inaction that constitutes a material breach by the Employer
of this Agreement, including without limitation, a material breach of Section
3(a)(v) hereof;
provided, that the Executive's resignation shall only constitute a resignation
for "Good Reason" hereunder if (a) the Executive provides the Employer with
written notice setting forth the specific facts or circumstances constituting
Good Reason within thirty days after the initial existence of such facts or
circumstances, (b) the Employer has failed to cure such facts or circumstances
within thirty days after receipt of such written notice, and (c) the date of the
Executive's Separation from Service occurs no later than seventy-five days after
the initial occurrence of the event constituting Good Reason.
"JAMS" has the meaning assigned thereto in Section 11(b) hereof.
"LTIP Award Agreements" has the meaning assigned thereto in Section 3(b)(iii)(A)
hereof.
23
"MLP Phantom Units Consideration" has the meaning assigned thereto in Section
3(b)(iii)(B) hereof.
"Notice of Termination" means a written notice which (i) indicates the specific
termination provision in this Agreement relied upon; (ii) to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Executive's employment under the
provision so indicated; and (iii) if the Date of Termination is other than the
date of receipt of such notice, specifies the termination date (which date shall
be not more than thirty (30) days after the giving of such notice).
"Performance Objectives" has the meaning assigned thereto in Section
3(b)(iii)(A) hereof.
"Plan" has the meaning assigned thereto in Section 3(b)(iii)(A) hereof
"Post-Termination Extension" has the meaning assigned thereto in Section
5(d)(i)(A) hereof.
"Prior Agreement" has the meaning assigned thereto in the Recitals hereof.
"Provident" has the meaning assigned thereto in Section 9(b) hereof.
"PROGP" has the meaning assigned thereto in the Recitals hereof.
"Release" has the meaning assigned thereto in Section 5(a)(ii) hereof.
"RPUs" has the meaning assigned thereto in Section 3(b)(iii)(A) hereof.
"Separation from Service" means the Executive's "separation from service" from
the Employer within the meaning of Code Section 409A(a)(2)(A)(i).
"Severance" has the meaning assigned thereto in Section 5(a)(ii) hereof.
"Unit" shall have the meaning assigned thereto in the Plan.
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EXHIBIT B
FORM OF RELEASE
For valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the undersigned does hereby release and forever discharge the
"Releasees" hereunder, consisting of BreitBurn Management Company, LLC, Pro GP
Corp., BreitBurn GP, LLC (the "Company"), and each of the Company's partners,
associates, affiliates, subsidiaries, successors, heirs, assigns, agents,
directors, officers, employees, representatives, and all persons acting by,
through, or under them, or any of them, of and from any and all manner of action
or actions, cause