the Compensation Committee. In addition, the Compensation Committee may, in its sole discretion, award the Executive an additional bonus of up to 20% of Base Salary for extraordinary performance by the Executive in connection with a significant business event affecting the Company, such as an initial public offering or a Change in Control; provided, however, that absent special circumstances the maximum actual bonus will not exceed 120% of Base Salary.

(b)            Signing Bonus . The Company shall be obligated to pay Executive a signing bonus in the amount of $150,000 (the “Signing Bonus”), which shall be payable upon the Commencement Date. The parties agree that the Signing Bonus shall be reduced by any bonus Executive receives on account of (i) the proposed transaction pursuant to the Asset Purchase Agreement between the Company and Shell Energy Services Company, L.L.C. (“SESCO”) and (ii) his performance during SESCO’s fiscal year 2006 through the termination of his employment with the SESCO.

5.              Executive Benefits .

(a)            Stock Options . The Company shall grant Executive a nonqualified stock option to purchase an aggregate of 150,000 shares of Common Stock of the Company in accordance with the Company’s 2006 Equity Incentive Compensation Plan (the “ Plan ”). The stock options shall have an exercise price equal to the fair market value of the underlying shares on the grant date (as determined by the Board), and shall vest in equal annual installments on the first three annual anniversaries of the date of grant, subject to Executive’s continued employment with the Company on each vesting date; provided that the third and final installment shall vest on the Expiration Date even in the event this Agreement is not extended. Except as otherwise provided herein and in the next paragraph, the stock options shall be on terms and conditions consistent with the Company’s standard form of notice of grant and the Plan.

(b)            Repurchase of Common Stock . In the event that Executive’s employment terminates for any reason, the Company shall have the right (or obligation) to purchase all of the shares of Common Stock that the Executive owns subject to the terms and conditions set forth herein.

(i)             If Executive’s employment is terminated for any reason during the Employment Term, the Company shall have the initial right to purchase all (but not less than all) of the Common Stock owned by the Executive (“Call Option”). The Company shall have the right to exercise the Call Option by giving written notice to Executive within sixty (60) days after the date of termination, which shall set forth the fair market value of the shares being purchased as determined in the good faith of the Board (“Call Notice”). In the event that the Company fails to exercise the Call Option on a timely basis, its rights under this Section 5(b)(i) shall automatically terminate. If the Call Notice is delivered on a timely basis and the Executive agrees with the valuation set forth in the Call Notice, he shall provide a written acceptance to the Company within fifteen (15) days from the date of the Call Notice, and the repurchase of the shares shall occur within fifteen (15) days from the date of acceptance. If, however, the Call Notice is delivered on a timely basis and the Executive disagrees with the valuation set forth therein, the repurchase price for the shares shall be determined in accordance with Section 5(b)(iii) below.

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(ii)            If Executive’s employment is terminated for any reason during the Employment Term, but the Company does not exercise the Call Option on a timely basis, the Executive shall have the right to cause the Company to repurchase all (but not less than all) of the Common Stock owned by the Executive (“Put Option”). The Put Option shall become exercisable upon the expiration of the Call Option. The Executive shall have the right to exercise the Put Option by giving written notice to the Company within sixty (60) days after the expiration of the Call Option, which shall set forth the fair market value of the shares being sold to the Company as determined in good faith by the Executive (“Put Notice”). If the Executive fails to exercise the Put Option on a timely basis, his rights under this Section 5(b)(ii) shall automatically terminate. If the Put Notice is delivered on a timely basis and the Company agrees with the valuation set forth in the Put Notice, it shall provide a written acceptance to the Executive within fifteen (15) days from the date of the Put Notice, and the repurchase of the shares shall occur within fifteen (15) days from the date of acceptance. If, however, the Put Notice is delivered on a timely basis and the Company disagrees with the valuation set forth therein, the repurchase price for the shares shall be determined in accordance with Section 5(b)(iii) below.

(iii)           In the event that Executive’s employment terminates for any reason, the Company shall have the right to repurchase, or the Executive shall have the right to cause the Company to repurchase, all or part of the shares of Common Stock that the Executive owns. The repurchase price shall equal the fair market value of the shares, as established by the Board in its discretion, being repurchased. If the Executive does not agree with the Board’s determination of the fair market value of those shares, then the Executive and the Company shall mutually select a neutral independent valuation firm that will establish the fair market value of the shares being repurchased, and that firm’s determination of fair market value will be binding on all parties. If the Executive and the Company do not agree on a neutral independent valuation firm, each of the Executive and the Company shall appoint their own independent representative; and such independent representatives shall select the neutral independent valuation firm. The Company shall pay all fees related to the expense associated with such valuation.

(iv)           If (A) the Company repurchases the Common Stock held by the Executive pursuant to Section 5(b)(i) or 5(b)(ii) above, (B) the Company enters into an agreement to effect a Change in Control within six (6) months following the date of such repurchase, and (C) the per share consideration to be received by the holders of Common Stock in connection with the Change of Control is greater than the per share consideration received by the Executive for his Common Stock hereunder, then the Company shall be obligated to pay additional consideration to Executive in an amount equal to the difference (“Additional Consideration”). Any Additional Consideration payable hereunder shall be paid by the Company in cash within five (5) business days following the consummation of the Change of Control transaction. To the extent the consideration received by holders of Common Stock in connection with the Change of Control is in the form of securities, the value of such consideration will be based on the market value upon the closing of the Change of Control, or if no market exists, it will be based on the good faith determination of the Board.

(v)            Notwithstanding the foregoing, the rights under this Section 5(b) shall automatically terminate upon an initial public offering of the Common Stock of the Company, or to the extent the Company becomes a reporting company under the Securities Exchange Act of 1934.

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(c)            Other Employee and Executive Benefits . During the Employment Term, the Company shall pay for Executive’s membership in the Plaza Club or its successors or assigns (with such membership to be used for Company purposes), and the Young President’s Organization or its successors or assigns (“YPO”). The Company will also reimburse the Executive for certain expenses related to YPO activities in an amount up to $25,000 per annum. In addition, Executive shall be entitled to receive all benefits provided to senior executives, executives and employees of the Company generally from time to time, including health, life insurance and disability, and all other benefits provided to the Company’s senior executives generally, in each case so long as and to the extent the same exist; provided, that in respect to each such plan Executive is otherwise eligible and insurable in accordance with the terms of such plans. Notwithstanding the preceding sentence, Executive’s right to receive severance payments and benefits shall be only as provided in Section 6 hereof.

(d)            Vacation, Sick Leave, Holidays and Sabbatical . Executive shall be entitled to paid time off (“ PTO ”), sick leave, and holidays in accordance with the policies of the Company, as they exist from time to time, for senior executives. PTO not used during any calendar year will not roll over to the following year.

6.              Severance Benefits .

(a)            At Will Employment . Executive’s employment shall be “at will.”  Either the Company or Executive may terminate this agreement and Executive’s employment at any time, with or without Business Reasons, in its or his sole discretion, upon sixty (60) days’ prior written notice of termination.

(b)            Involuntary Termination Without Business Reasons . If at any time during the Employment Term (other than following a Change in Control to which Section 6(c) applies) the Company terminates the employment of Executive involuntarily and without Business Reasons or a Constructive Termination occurs, then subject to Executive’s signing and not revoking a general release of claims against the Company and its successors, Executive shall be entitled to receive the following:

(i)             Base Salary, PTO, and any earned and unpaid Annual Bonus accrued through the Termination Date, and any expense reimbursements and other benefits due to the Executive under any Company-provided plans, policies and arrangements;

(ii)            a lump sum equal to the greater of (A) Executive’s Base Salary for a period of twelve months following the Termination Date, or (B) Executive’s Base Salary for the remainder of the then-current Employment Term;

(iii)           a lump sum equal to (A) seventy-five percent (75%) of the Target Bonus for the fiscal year in which the termination occurs, (B) seventy-five percent (75%) of the Target Bonus for any full fiscal year remaining during the Employment Term, and (C) a pro rata portion of seventy-five percent (75%) of the Target Bonus being paid for the final fiscal year that begins during the Employment Term (such pro rata amount will be based on the ratio of the number of full months of the Employment Term that fall within such final fiscal year, to 12); and

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(iv)           subject to Section 5(b) which shall remain applicable to any shares purchased through Executive’s exercise of stock options, all of the Executive’s unvested stock options and other equity awards shall become fully vested, and all stock options that are vested and outstanding (but unexercised) on the Termination Date shall be cancelled in consideration of the Company’s payment to the Executive, as soon as practicable after the Termination Date, of an amount equal to the product of the following:

(A)                               the excess, if any, of (1) the per share fair market value, as determined pursuant to Section 5(b) above, of the shares underlying the cancelled stock options, over (2) the weighted average exercise price per share of the Company Common Stock subject to such option, multiplied by

(B)                                 the number of shares of Company Common Stock that are subject to the stock options being cancelled).

Notwithstanding the foregoing, if Executive violates the provisions set forth in Section 11, Executive no longer shall be entitled to receive any consideration otherwise paid pursuant to this section, and any unexercised stock options, whether vested or unvested, will be cancelled.

(c)            Change in Control . If there is a Change in Control during the Employment Term, and either a Constructive Termination occurs or the Company terminates the Executive’s employment without Business Reasons prior to the Expiration Date, the Executive shall receive the benefits set forth in Section 6(b), subject to its terms and conditions.

(d)            Termination for Disability . If at any time during the Employment Term Executive becomes unable to perform his duties as an employee as a result a Disability, which gives rise to termination of employment for Disability, then (i) Executive shall be entitled to receive payments and benefits in accordance with the Disability policies of the Company, as they exist from time to time, for senior executives and (ii) Executive’s outstanding stock options and other equity arrangements shall expire in accordance with the terms of the applicable award agreement(s). The payments and benefits contemplated under clause (i) above shall include, without limitation, the following:  (v) any accrued and unpaid salary, (w) any accrued and unpaid Annual Bonus for a prior fiscal year, (x) a pro-rata portion of any Annual Bonus that Executive would have otherwise earned during the fiscal year in which his Disability occurs, (y) any accrued and unpaid PTO, and (z) any expense reimbursements.

(e)            Voluntary Termination or Involuntary Termination for Business Reasons . If (i) Executive voluntarily terminates his employment (other than in the case of a Constructive Termination), or (ii) Executive is terminated involuntarily for Business Reasons, then in any such event (A) all further vesting of Executive’s stock options and other equity arrangements will cease immediately and such awards will expire in accordance with the terms of the applicab