Exhibit 10.1
Retention
Agreement
THIS RETENTION AGREEMENT (the
“Agreement”) is made and entered into as of the __ day
of March, 2007, by and among Randy Moeder (“Executive”)
and Hiland Partners GP, LLC and Hiland Partners GP Holdings, LLC
(collectively, the “Companies”) and the other parties
listed on the signature page hereto.
WHEREAS , Executive is the Chief Executive Officer and
President of each of the Companies; and
WHEREAS , the Companies have requested, and the other
parties hereto desire, that Executive remain with the Companies for
a limited period to assist in the search for his successor and in
the transition of his duties to his successor and Executive has
agreed to continue with the Companies and to provide such
assistance;
In consideration of the mutual terms
and provisions set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto have entered into this Agreement
and agree that if Executive continues his employment with the
Companies until the earliest to occur of (i) September 1, 2007,
(ii) the date Executive’s employment with the Companies is
terminated for any reason, and (iii) such date as the Companies and
Executive may mutually agree (the “Termination Date”),
Executive shall become vested on the Termination Date in a prorata
portion of the following awards, as provided below:
1.
With respect to the options for
10,666 common units of Hiland Partners, LP granted to Executive
pursuant to that certain option agreement dated February 10, 2005
(“Option Agreement”) that remain unvested as of the
date of this Agreement (the “Options”), the Option
Agreement is hereby amended to provide that, notwithstanding
anything in the Option Agreement to the contrary:
·
Executive shall become vested on the
Termination Date in a percentage of such Options (rounded up to the
next whole unit) that is equal to the number of days in the Option
Retention Period divided by 365 (the “Vested
Options”). The Option Retention Period shall be the
number of days in the period beginning on February 10, 2007 and
ending on the Termination Date;
·
The Options may be exercised, at any
time during the three month period following the Termination Date;
and
·
Except as otherwise provided in the
Option Agreement or the Hiland Partners Long Term Incentive Plan,
Hiland Partners GP, LLC will deliver a certificate representing the
common units acquired by Executive upon exercise of the Vested
Options within seven (7) days of the date of exercise.
2.
With respect to the 72,249 Class B
common units in Hiland Holdings GP, LP, received by Executive as a
“profits interest” on February 15, 2005 and which
remain unvested as of the date of this Agreement (the
“Units”), for purposes of the definition of
“Termination Event” in the Amended and Restated
Agreement of Limited Partnership of Hiland Holdings GP, LP (the
“Partnership Agreement”), Hiland Partners GP
