Exhibit 10.20
BUSINESS OPPORTUNITIES
AGREEMENT
THIS BUSINESS OPPORTUNITIES
AGREEMENT (this “ Agreement ”), dated as of
March , 2009, is entered into by
and among GeoMet, Inc., a Delaware corporation (the “
Company ”), and the parties to this Agreement listed
on Exhibit A hereto (each a “ Designated Party
” and collectively the “ Designated Parties
”).
RECITALS
A. Each of the Designated Parties
engages, directly or indirectly, in the E&P Business, as
defined below. The businesses in which the Designated Parties
engage are similar to those in which the Company
engages.
B. In recognition that certain
Designated Parties may engage, directly or indirectly, in the same
or similar activities or lines of business and have an interest in
the same or similar areas of business, and in recognition of the
benefits to be derived by the Company through its continued
contractual, corporate and business relations with each Designated
Party (including services of employees, officers and directors of
each Designated Party as directors and officers of the Company),
this Agreement is set forth to regulate and define the conduct of
certain affairs of the Company as they may involve each Designated
Party, and as applicable, its employees, officers and directors,
and the powers, rights, duties, liabilities, interests and
expectations of the Company in connection therewith.
C. The law relating to duties that
certain Designated Parties may owe to the Company is not clear. The
application of such law to particular circumstances is often
difficult to predict, and, if a court were to hold that any
Designated Party breached any such duty, such Designated Party
could be held liable for damages in a legal action brought on
behalf of the Company.
D. To induce certain of the
Designated Parties to continue to serve as directors of the
Company, the Company is willing to enter into this Agreement,
pursuant to Section 122 of the General Corporation Law of the
State of Delaware, in order to renounce, effective upon the date
hereof, any interest or expectancy it may have in the classes or
categories of business opportunities specified herein that are
presented to or identified by any Designated Party, as more fully
described herein. As a result of this Agreement, each Designated
Party, as applicable, may continue to conduct his or its business
and to pursue certain business opportunities without an obligation
to offer such opportunities to the Company or any of its
Subsidiaries, and any Designated Party, as applicable, may continue
to discharge his responsibilities as a director or employee of such
Designated Party or any company in which such Designated Party has
an interest.
NOW, THEREFORE, in consideration of
the foregoing, the mutual covenants, rights, and obligations set
forth in this Agreement and the benefits to be derived herefrom,
and other good and valuable consideration, the receipt and the
sufficiency of which each of the undersigned acknowledges and
confesses, the undersigned agree as follows:
1. Renouncement of Business
Opportunities . The Company hereby renounces any interest
or expectancy in any business opportunity, transaction or other
matter in which any Designated Party participates or desires or
seeks to participate in and that involves any aspect of
the E&P Business (each, a “
Business Opportunity ”) other than a Business
Opportunity that (i) is first presented to a Designated Party
solely in such person’s capacity as a director or officer of
the Company or its Subsidiaries and with respect to which, at the
time of such presentment, no other Designated Party has
independently received notice of or otherwise identified such
Business Opportunity or (ii) is identified by a Designated
Party solely through the disclosure of information by or on behalf
of the Company (each Business Opportunity other than those referred
to in clauses (i) or (ii) are referred to as a “
Renounced Business Opportunity ”). No Designated Party
shall have any obligation to communicate or offer any Renounced
Business Opportunity to the Company, and any Designated Party may
pursue a Renounced Business Opportunity, provided that such
Renounced Business Opportunity is conducted by such Designated
Party in accordance with the standard set forth in Section 2.
The Company shall not be prohibited from pursuing any Business
Opportunity with respect to which it has renounced any interest or
expectancy as a result of this Section 1. Nothing in this
Section 1 shall be construed to allow any director to usurp a
Business Opportunity of the Company or its Subsidiaries solely for
his or her personal benefit.
2. Standards for Separate Conduct of
Renounced Business Opportunities . In the event that a
Designated
