Chairman Services
Agreement
This CHAIRMAN SERVICES AGREEMENT (this “
Agreement ”) is entered into on March ___, 2007, with
an effective date of January 1, 2007 (the “ Effective
Date ”), by and between Rio Vista GP LLC, a Delaware
limited liability company (the “ Company ”), and
an individual residing in the State of
(“ Chairman ”). The Company and Chairman are
each a “ party ” and together are the “
parties ” to this Agreement.
WHEREAS , Chairman is to serve as chairman and as a
member of the Board of Managers of the Company and the Company
desires to compensate Chairman for his service (“Board
Services”) as chairman and manager and for his service
(“Committee Services”) as a member of such committees
of the Board of Managers of the Company as the board may determine
from time to time.
NOW THEREFORE , in consideration of the mutual benefits to be
derived and the representations and warranties, conditions and
promises herein contained, and other good and valuable
consideration, the sufficiency of which are hereby acknowledged,
and intending to be legally bound hereby, the parties hereto agree
as follows:
1.
Services to be Provided . The Company hereby engages
Chairman to provide, and Chairman hereby agrees to provide to the
Company, the Board Services and the Committee Services during the
Term (as defined below).
2.
Chairman Compensation .
a. As compensation for serving as chairman,
manager and board committee member, the Company shall pay to
Chairman an annual fee of Twenty-Five Thousand Dollars (US
$25,000.00) (the “Chairman Fee" ) and shall grant an
annual option (the “ Chairman Option ”) to
purchase Six Thousand Two Hundred Fifty (6,250) common units of Rio
Vista Energy Partners L.P. (the “Partnership”),
providing Chairman the right, but not the obligation, to buy such
units at an exercise price equal to not less than one hundred
percent (100%) of the fair market value of such units on the day of
the grant, for a period of not more than five (5) years. Fair
market value shall be determined in accordance with the equity plan
under which the Chairman Option is granted and otherwise in
accordance with applicable law and regulation. In lieu of
determining the number of units subject to the Chairman Option
based on a fixed number of units, the Board of Managers may, in its
sole discretion, grant the Chairman Option based on a fixed dollar
valuation of the option itself, such value determined in accordance
with the Company’s usual accounting procedures. As a
condition to the exercise of the Chairman Option, the Board of
Managers may, in its sole discretion, impose a condition of
continued services for a period of not more than one (1) year
following the date of grant.
b. As compensation for performance of
additional Board Services and Committee Services, the Company shall
pay to Chairman an additional fee of One Thousand Two Hundred Fifty
Dollars (US $1,250.00) per Working Day (the “ Additional
Fees ”) except as otherwise set forth herein. “
Working Day ” means a calendar day during which
Chairman provides significant Board Services or Committee Services
to the Company, including without limitation the attendance of
meetings of the Board of Managers and any committees of the Board
of Managers, and specifically including days spent solely or
primarily in travel to or from locations at which Chairman provides
Board Services or Committee Services. Chairman shall not receive
any Additional Fees for preparing for and attending on an annual
basis four (4) quarterly meetings of the Board of Managers,
four (4) quarterly meetings of any committee of the Board of
Managers of which Chairman is a member, one (1) annual meeting
of the members of the Company, and one (1) annual meeting of
unitholders of the Partnership, if any. Each payment of Additional
Fees is subject to review and approval by the Board of Managers. No
Additional Fees shall be paid to Chairman if, under any applicable
law, regulation or rule, such payment would disqualify Chairman
from membership on the Board of Managers or any board committee on
which Chairman serves.
a. The Chairman Fee shall be paid in equal
quarterly installments beginning January 1, 2007. The Chairman
Fee shall be pro-rated for any period of less than one full year of
Board Services.
b. The Chairman Option shall be granted on
the date of the first quarterly meeting of the Board of Managers in
each year beginning January 1, 2007, unless otherwise
determined by the Board of Managers.
c. The Additional Fees shall be payable
within thirty (30) days following receipt from Chairman of a
written statement setting forth the specific dates during which
Chairman provided the additional Board Services or Committee
Services and reasonable detail regarding the nature of such
services; provided, however, that the Company shall not be required
to pay Additional Fees more frequently than once per calendar
quarter, and that the Company shall be entitled to defer payment
accordingly on any services set forth in a services
statement.
4.
Insurance . As additional consideration for Chairman
agreement to serve as chairman and manager of the Company, the
Company agrees to provide, and maintain thereafter, a
directors’ and officers’ insurance policy with an
aggregate coverage limit of at least $5 million dollars with
an insurance carrier having at least an A.M. Best rating of
“A” or its equivalent.
5.
Reimbursable Expenses . Chairman shall be entitled to
reimbursement for reasonable expenses incurred by or on behalf of
Chairman for the benefit of the Company and attributable to the
Board Services or the Committee Services that are documented in
accordance with Company’s expense reimbursemen
|
