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CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (Agreement) is made as of
April 1, 2008 by and between Regency GP LLC, a Delaware limited
liability company (“Company”), and James W. Hunt,
having an address at 3721 Stratford, Dallas, Texas 75205
(hereinafter called “Consultant”).
RECITALS
As
a former chief executive officer of the Company, Consultant
will provide management consulting and advisory services with
respect to the business and affairs of the
Company.
Company
has requested Consultant to perform these services on an as
needed basis, subject to the terms and conditions in this
Agreement.
Consultant
agrees to perform such consulting and advisory services as an
independent consultant (and not as an employee) on and subject
to the terms and conditions set forth herein.
NOW, THEREFORE , for and in consideration of the mutual
covenants herein set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
ARTICLE 1
NATURE OF WORK
1.1
Consultant
shall perform any and all such management consulting and advisory
services for the Company and any one or more of its subsidiaries
(“Consulting Services”), as may from time to time be
designated by the Chief Executive Officer of the Company, being the
Company’s authorized representative in this
regard. The Consulting Services shall be provided under
the direction of the Company’s authorized
representative. Consultant shall perform the Consulting
Services with due diligence at all times acting in the best
interests of the Company and its
subsidiaries. Consultant shall use his best professional
judgment and discretion in determining the manner in which services
are performed for the Company.
1.2
Consultant
shall not have the authority to hire outside contractors for work
under this Agreement without the prior written approval of the
Company.
1.3
Company
agrees to provide Consultant with such information, materials and
supplies necessary to perform Consultant’s duties at
Company’s expense.
1.4
Consultant
shall perform the duties required hereunder in compliance with the
Company’s Code of Business Conduct, a copy of which has been
provided to Consultant.
ARTICLE 2
PAYMENT TO CONSULTANT
2.1 In
full and complete consideration for Consultant (i) making
available the Consulting Services to the Company, whether or
not requested by the Company, and (ii) the release and waiver
provided for in Section 5.1, the Company shall pay to
Consultant the consulting fees specified in Section 2.3 and
make available the benefits set forth in Section
2.4.
2.2
Consultant and the Company agree that the Company shall have the
right to call upon up to 8 hours of Consultant’s time each
week, exclusive of Saturdays, Sundays and Company holidays, during
the Term of this Agreement. Company may not require any
Consulting Services to be performed that require more than 8 hours
in any week without the consent of Consultant.
2.3
Subject to Section 5.1, the Company shall pay Consultant for the
Consulting Services, whether or not requested by the Company, at a
rate of $33,500.00 per calendar month, commencing with the month of
April 2008. Any time expended by Consultant in excess of
8 hours in any week shall be authorized in writing by
Company’s authorized representative and shall be compensated
at the rate of $1,000.00 per hour. Any excess time
accrued during the Term hereof shall be billed by Consultant with
supporting documentation on a monthly basis.
2.4
The Company shall reimburse Consultant for all reasonable expenses,
including travel at first class air fare and reasonable
accommodations for out-of-town travel requested and approved by the
Company in advance. Invoices for expenses chargeable to
the Company hereunder shall be supported by appropriate
receipts. Any expenses not submitted to Company within
sixty (60) days after incurrence shall not be reimbursed by the
Company unless specifically authorized by the Company’s
authorized representative.
2.5
Consultant shall submit invoices not more often than monthly, and,
subject to Section 5.1, the Company shall pay the amount owed
within thirty (30) days from the Company’s receipt of the
invoice. All invoices and billings under this Agreement
shall be submitted to:
Regency
GP LLC
1700
Pacific Ave., Suite 2900
Dallas,
Texas 75201
Attention: Byron
R. Kelley, President & Chief Executive
Officer
Phone: 214-750-1771
Fax: 214-750-1749
All
payments under this Agreement shall be made to Consultant at
the account currently designated in writing by Consultant for
direct payment .
2.6
The Company shall have the right at its sole discretion and upon
ten (10) days written notice to Consultant to audit all charges
made by Consultant pursuant to this Agreement.
2.7
It is intended that the consulting fees paid hereunder shall
constitute earnings from self-employment income. The
Company will not withhold any amounts therefrom as US federal
income tax withholdings from wages or as employee contributions
under the US Federal
Insurance
Contributions Act or make employer contributions thereunder with
respect thereto. Consultant shall be solely responsible
for the reporting, estimation and payment of all income taxes, fees
and other contributions on or attributable to self-employment
income attributable to the fees payable hereunder.
2.8
It is understood and agreed that this Agreement does not create the
relationship of employer and employee between the Company and the
Consultant. Consultant is an independent contractor with
the responsibility for, and control over, the details and means of
performing the Consulting Services. Nothing contained in
this Agreement shall be construed as constituting Consultant as
agent, representative or employee of the Company, and Consultant
shall not represent to the contrary to any person, unless expressly
authorized by the Company’s authorized
agent. Consultant shall not be entitled to any benefits
afforded to employees of the Company or any partner of the
Company. Attached as Appendix A is a Notice and
Verification of Independent Contractor Status.
ARTICLE 3
TERM
3.1
Subject
to Section 5.1, the term (&ldq
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