Manager Services
Agreement
This MANAGER 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
(“ Manager ”). The Company and Manager are each
a “ party ” and together are the “
parties ” to this Agreement.
WHEREAS , Manager is to serve as a member of the Board
of Managers of the Company and the Company desires to compensate
Manager for his service (“Board Services”) as a 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 Manager
to provide, and Manager hereby agrees to provide to the Company,
the Board Services and the Committee Services during the Term (as
defined below).
2.
Manager Compensation .
a. As compensation for serving as a manager
and as a board committee member, the Company shall pay to Manager
an annual fee of Twenty Thousand Dollars (US $20,000.00) (the
“Manager Fee" ) and shall grant an annual option (the
“ Manager Option ”) to purchase Five Thousand
(5,000) common units of Rio Vista Energy Partners L.P. (the
“Partnership”), providing Manager 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 Manager Option is
granted and otherwise in accordance with applicable law and
regulation. In lieu of determining the number of units subject to
the Manager Option based on a fixed number of units, the Board of
Managers may, in its sole discretion, grant the Manager 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 Manager 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 Manager an additional fee of One Thousand Dollars (US
$1,000.00) per Working Day (the “ Additional Fees
”) except as otherwise set forth herein. “ Working
Day ” means a calendar day during which Manager 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 Manager provides Board Services or
Committee Services. Manager 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 Manager 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 Manager if, under any applicable
law, regulation or rule, such payment would disqualify Manager from
membership on the Board of Managers or any board committee on which
Manager serves.
a. The Manager Fee shall be paid in equal
quarterly installments beginning January 1, 2007. The Manager
Fee shall be pro-rated for any period of less than one full year of
Board Services.
b. The Manager 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 Manager of a
written statement setting forth the specific dates during which
Manager 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 Manager
agreement to serve as a 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 . Manager shall be entitled to
reimbursement for reasonable expenses incurred by or on behalf of
Manager 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 reimbursement policies. The
reimbursement payment for an
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