THE BUSINESS AND AFFAIRS OF THE BREITBURN
ENTITIES CONSISTENT WITH SECTION 3 HEREOF.
DURING THE EMPLOYMENT PERIOD IT
SHALL NOT BE A VIOLATION OF THIS AGREEMENT FOR THE EXECUTIVE TO (A) CARRY ON
OTHER NON-COMPETITIVE BUSINESS VENTURES WITH THE CONSENT OF THE EMPLOYER OR ITS
NOMINEE (NOT TO BE UNREASONABLY WITHHELD), (B) SERVE ON THE BOARDS OR COMMITTEES
OF SUCH VENTURES OR TRADE ASSOCIATIONS OR CIVIC OR CHARITABLE ORGANIZATIONS OR
TO ENGAGE IN ACTIVITIES WITH SUCH ENTITIES, (C) DELIVER LECTURES, FULFILL
SPEAKING ENGAGEMENTS OR TEACH AT EDUCATIONAL INSTITUTIONS AND (D) MANAGE
PERSONAL INVESTMENTS, SO LONG AS SUCH ACTIVITIES DO NOT SIGNIFICANTLY INTERFERE
WITH THE PERFORMANCE OF THE EXECUTIVE'S RESPONSIBILITIES AS AN EMPLOYEE OF THE
EMPLOYER IN ACCORDANCE WITH THIS AGREEMENT.
THE EXECUTIVE SHALL BE ENTITLED TO
RETAIN ALL COMPENSATION ATTRIBUTABLE TO ACTIVITIES PERMITTED UNDER THIS
SECTION 3(A)(II).
(III)
ALLOCATION OF COSTS.
THE RESPECTIVE BOARDS SHALL USE THEIR BEST
EFFORTS TO RESOLVE ANY AMBIGUITIES OR CONFLICTS AS TO THEIR RESPECTIVE
OBLIGATIONS TO THE EXECUTIVE UNDER THIS AGREEMENT.
THE COST OF THE EXECUTIVE'S
COMPENSATION AND BENEFITS SHALL BE PAID BY BMC WITH THE OTHER EMPLOYER ENTITIES
REIMBURSING BMC FOR THEIR PORTION OF SUCH COSTS THAT ARE ALLOCABLE TO THEM ON
THE BASIS OF THE EXECUTIVE'S ESTIMATED TIME DEVOTED TO THEIR RESPECTIVE
BUSINESSES OR ON SUCH OTHER BASIS AS THE EMPLOYER ENTITIES MAY MUTUALLY AGREE,
PROVIDED, THAT COSTS ASSOCIATED WITH THE RPUS AND CPUS SHALL BE BORNE BY BBGP.
NOTWITHSTANDING THE FOREGOING, EACH OF BMC, PROGP, AND/OR BBGP SHALL BE JOINTLY
AND SEVERALLY LIABLE FOR THE PERFORMANCE OF THE OBLIGATIONS OF THE EMPLOYER
HEREUNDER.
(IV)
LOCATION.
THE EXECUTIVE'S SERVICES SHALL BE PERFORMED PRIMARILY
AT THE GREATER HOUSTON METROPOLITAN AREA OFFICE OF THE EMPLOYER.
NOTWITHSTANDING THE FOREGOING, THE EMPLOYER MAY FROM TIME TO TIME REQUIRE THE
EXECUTIVE TO TRAVEL TEMPORARILY TO OTHER LOCATIONS ON THE BUSINESS OF THE
EMPLOYER (AND/OR OTHER BREITBURN ENTITIES), INCLUDING WITHOUT LIMITATION, TO THE
EMPLOYER'S LOS ANGELES HEADQUARTERS.
(V)
OPERATION OF THE BUSINESS.
IT IS THE EMPLOYER'S CURRENT INTENT TO
CONTINUE CONDUCTING ITS BUSINESS IN A MANNER THAT WOULD NOT IMPEDE THE
ATTAINMENT OF THE PERFORMANCE OBJECTIVES APPLICABLE TO THE CPUS, PROVIDED THAT
THE PARTIES ACKNOWLEDGE THAT ANY ACTION OR INACTION BY THE BOARD (OR ANY OTHER
PERSON OWING A FIDUCIARY DUTY TO THE EMPLOYER) WITH RESPECT TO THE CONDUCT OF
THE EMPLOYER'S BUSINESS MUST BE CONSISTENT WITH THE BOARD'S OR SUCH PERSON'S
VIEW OF APPLICABLE FIDUCIARY DUTIES AND LAW.
ACCORDINGLY, THE EMPLOYER AGREES
THAT, PROVIDED THAT ITS ACTIONS AND INACTIONS ARE CONSISTENT WITH APPLICABLE
FIDUCIARY DUTIES AND LAW, THE EMPLOYER SHALL NOT TAKE ANY ACTION (OR PERMIT ANY
INACTION) THAT MATERIALLY IMPEDES THE ATTAINMENT OF THE PERFORMANCE OBJECTIVES
APPLICABLE TO THE CPUS.
NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN
THIS SECTION 3(A)(V) NOR ANY BREACH THEREOF SHALL CREATE ANY RIGHT IN THE
EXECUTIVE (OR ANY SUCCESSOR IN INTEREST TO THE EXECUTIVE) TO ENJOIN, PRECLUDE,
CONSTRAIN OR OTHERWISE INTERFERE WITH ANY LAWFUL ACTION TAKEN BY OR ON BEHALF OF
THE EMPLOYER, WHETHER BY INJUNCTION, RESTRAINING ORDER, OTHER EQUITABLE RELIEF
OR OTHERWISE