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Title: |
Adoption Agreement |
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Entities: |
Breitburn Energy Partners L.P.; Energy Partners, Ltd.; Provident Energy Trust |
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Date: |
2006 |
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Size: |
18KB total |
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Price: |
$41 |
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ID: |
#2549087 |
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ADOPTION AGREEMENT
BETWEEN
BREITBURN ENERGY COMPANY L.P.
AND
BREITBURN MANAGEMENT COMPANY, LLC
ARTICLE I | ||||
DEFINITIONS | ||||
| Section 1.1 | Definitions | 1 | ||
| Section 1.2 | Construction | 2 | ||
ARTICLE II | ||||
| ADOPTION OF INCENTIVE COMPENSATION PLANS AND AGREEMENTS | ||||
| Section 2.1 | Adoption of Existing BreitBurn Management Plans | 3 | ||
| Section 2.2 | Employment Agreements | 3 | ||
ARTICLE III | ||||
AMENDMENTS TO ADOPTED PLANS AND OUTSTANDING AWARDS | ||||
| Section 3.1 | Adoption by BreitBurn Management | 4 | ||
| Section 3.2 | Amendments to Phantom Options under the Phantom Option Plan | 4 | ||
| Section 3.3 | Amendments to Founders Options under the Founders Plan | 4 | ||
| Section 3.4 | Amendments to LTIP and Jackson PTUs | 5 | ||
| Section 3.5 | UAR Plan | 5 | ||
ARTICLE IV | ||||
IRC 409A COMPLIANCE | ||||
ARTICLE V | ||||
GENERAL PROVISIONS | ||||
| Section 5.1 | General Provisions | 6 | ||
| Section 5.2 | Further Action | 6 | ||
| Section 5.3 | Binding Effect | 7 | ||
| Section 5.4 | Integration | 7 | ||
| Section 5.5 | Creditors | 7 | ||
| Section 5.6 | Waiver | 7 | ||
| Section 5.7 | Counterparts | 7 | ||
| Section 5.8 | Applicable Law | 7 | ||
| Section 5.9 | Invalidity of Provisions | 7 | ||
| Section 5.10 | Amendment or Restatement | 7 | ||
ADOPTION AGREEMENT
i
THIS ADOPTION AGREEMENT is entered into on, and effective as of , 2006 (the "Effective Date"), between BreitBurn Energy Company L.P., a Delaware limited partnership (the "BreitBurn Energy") and BreitBurn Management Company, LLC, a Delaware limited liability company ("BreitBurn Management," and collectively with BreitBurn Energy, the "Parties" and each, a "Party").
A. BreitBurn Energy currently employs certain individuals who operate its business;
B. BreitBurn Management has been organized to provide certain services to BreitBurn Energy and the newly created BreitBurn Energy Partners L.P. (the "Partnership") and to operate the businesses of both BreitBurn Energy and the Partnership and to fulfill other general and administrative functions relating to such businesses;
C. BreitBurn Management will employ the former employees of BreitBurn Energy and assume the obligations of BreitBurn Energy to such employees; and
D. BreitBurn Energy has certain employee benefit plans that will be assumed by BreitBurn Management.
NOW, THEREFORE, BreitBurn Energy and BreitBurn Management agree as follows:
Section 1.1 Definitions. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.
"Adopted Plans" means the LTIP, the UAR Plan and the Founders Plan.
"Agreement" means this Adoption Agreement, as it may be amended, supplemented or restated from time to time.
"Base Price" shall have the meaning set forth in the Founders Plan.
"BreitBurn Energy" is defined in the introductory paragraph.
"BreitBurn Management" is defined in the introductory paragraph.
"Breitenbach Agreement" is defined in Section 2.2.
"Co-CEO Employment Agreements" is defined in Section 2.2.
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