COPANO ENERGY, L.L.C. MANAGEMENT INCENTIVE COMPENSATION PLAN I. PURPOSEExecutive Compensation Plan Agreement |
|
|
You are currently viewing: This Executive Compensation Plan Agreement involves
Copano Energy, L.L.C.. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Executive Compensation Plan Agreement by:
Exhibit 10.1
COPANO ENERGY, L.L.C.
MANAGEMENT INCENTIVE COMPENSATION PLAN
I.
PURPOSE
The purpose of this Plan is to aid Copano Energy, L.L.C. (“Copano” or “the Company”) and its Affiliates in retaining and motivating management employees of high caliber and good potential to manage and operate Copano and to aid Copano in meeting its performance objectives. It is the judgment of the Board that, in order to achieve these objectives, Copano must provide incentive compensation to those individuals who significantly contribute to the successful operation of Copano.
II.
EFFECTIVE DATE
The Plan shall be and is hereby adopted effective as of January 1, 2005, and Awards under the Plan may be made with respect to the 2005 Plan Year and each subsequent Plan Year.
III.
DEFINITIONS
Unless the meaning is clearly different when used in context, these terms shall have the following meanings when used either in this Plan document or in the annual Administrative Guidelines:
A.
“Administrative Guidelines”
shall mean the guidelines approved annually by the Committee to provide for the
administration of the Plan, including the method by which incentive
compensation payments will be determined.
B.
“Affiliate” (i) shall mean
with respect to any Person, any other Person that directly or indirectly
through one or more intermediaries controls, is controlled by or is under
common control with, the Person in question and (ii) with respect to the
Company, shall include Copano Operations for so long as Copano Operations
provides any general and administrative functions or field operating personnel
to the Company or its subsidiaries. As used herein, the term
“control” means the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of a Person,
whether through ownership of voting securities, by contract or otherwise.
C.
“Board” shall mean the Board
of Directors of Copano Energy, L.L.C.
D.
“CEO” shall mean the Chief
Executive Officer of Copano Energy, L.L.C.
E.
“Change of Control” shall
mean the happening of any of the following events:
(i)
the acquisition by any
“person,” as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
other than the Company or an Affiliate of the Company (other than Copano
Operations), of “beneficial ownership” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing more than 50% of the combined voting power of the Company’s
then outstanding securities entitled to vote generally in the election of
directors; or
(ii)
the consummation of a reorganization,
merger, consolidation or other form of business transaction or series of
business transactions, in each case, with respect to which persons who were the
members of the Company immediately prior to such reorganization, merger or
consolidation or other transaction do not, immediately thereafter, own more
than 50% of the combined voting power entitled to vote generally in the
election of directors of the reorganized, merged or consolidated
company’s then outstanding voting securities; or
(iii)
the sale, lease or disposition (in one or
a series of related transactions) by the Company of all or substantially all
the Company’s assets to any Person or its Affiliates, other than the
Company or its Affiliates (other than Copano Operations); or
(iv)
a change in the composition of the Board,
as a result of which fewer than a majority of the directors are Incumbent
Directors. “Incumbent Directors” shall mean directors who
either (A) are directors of the Company as of the effective date of the initial
public offering of the Company’s equity interests, or (B) are elected, or
nominated for election, thereafter to the Board with the affirmative votes of
at least a majority of the Incumbent Directors at the time of such election or
nomination or (C) are among the six initial independent directors of the
Company, but “Incumbent Director” shall not include an individual
whose election or nomination is in connection with (i) an actual or threatened
election contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or an actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board or (ii) a
plan or agreement to replace a majority of the then Incumbent Directors; or
(v)
the approval by the Board or the members
of the Company of a complete or substantially complete liquidation or
dissolution of the Company.
F.
“Committee Chairman” shall
mean the Chairman of the Committee.
2
G.
“Compensation Committee” or
“Committee” shall mean the compensation committee of the Board.
H.
“Copano Operations” shall mean
Copano/Operations, Inc., a Texas corporation.
I.
“Eligible Employee” shall
mean a person who is a management employee of the Company or a subsidiary
thereof or an employee of an Affiliate who performs services in a management
capacity on behalf of the Company or a subsidiary thereof.
J.
“Financial Objectives” shall
mean such financial criteria and objectives as the Committee and CEO may select
and the Board shall approve, and as reflected, from time to time, in the
Administrative Guidelines.
K.
“Good Reason” shall mean (a)
a reduction, regardless of amount or nature, in a Participant’s salary,
bonus, benefits, or any other compensation or employment-related benefits to
which Participant does not consent, (b) reassignment of Participant (without
Participant consent) to any office located more than 30 miles from where the
office to which Participant is assigned is located or (c) a material diminution
in Participant’s job duties or responsibilities to which Participant does
not consent (other than diminutions occasioned solely by reason of the Company
having ceased to be a publicly-held entity: for example, cessation of the
public reporting responsibilities of executive, legal and financial officers
would not constitute “Good Reason” diminutions).
L.
“Management Incentive Compensation
Award” or “Award” shall mean the amount of incentive
compensation payable in accordance with Article VIII to a Participant with
respect to a Plan Year as determined by considering such criteria as determined
in accordance with the Plan.
M.
“Operational Objectives”
shall mean such criteria and objectives with respect to the operations of the
Company as the Committee and CEO may select and the Board shall approve, from
time to time, in accordance with the Administrative Guidelines.
N.
“Participant” or “Participants”
shall mean an Eligible Employee(s) to whom an opportunity for incentive
compensation hereunder has been given under Article VI or VII.
O.
“Person” shall mean an
individual or a corporation, limited liability company, partnership, joint
venture, trust, unincorporated organization, association, government agency or
political subdivision thereof or other entity.
3
P.
“Personal Objectives” shall
mean those personal objectives in effect from time to time for a Participant in
accordance with the Administrative Guidelines.
Q.
“Plan” or “MICP”
shall mean this Copano Energy, L.L.C. Management Incentive Compensation Plan.
R.
“Plan Year” shall mean each
12-month period beginning on January 1 and ending on December 31.
S.
“Special Incentive Award”
shall mean the amount of special incentive compensation that a Participant may
be awarded as determined pursuant to Articles VII and VIII.
T.
“Target Award” shall mean for
any Plan Year the amount of incentive compensation expressed as a percentage of
the Participant’s actual base salary during such Plan Year that shall be
payable if the Participant’s Personal Objectives and Financial and
Operational Objectives are fully achieved.
U.
“Copano” shall mean Copano
Energy, L.L.C. and/or, when the context requires, its Affiliates.
IV.
ADMINISTRATIVE AND INTERPRETATION
A.
The Plan shall be administered by the
Committee or its designee. The Committee shall have sole and absolute
discretion to construe and interpret the Plan and any instrument or agreement
related thereto, including without limitation, the power to construe and
interpret doubtful or contested terms herein and therein, and, subject to the
provisions set forth, herein, to prescribe, amend and rescind rules and
regulations and make all other determinations necessary or desirable for the
Plan’s administration.
B.
Notwithstanding any provision of law, or
any explicit or implicit provision of this document, any action taken, or
finding, interpretation, ruling or decision made by the Committee in the
exercise of any of its rights, powers, authority or duties under this Plan
shall be final and conclusive as to all parties, including without limitation all
Participants and former Participants, regardless of whether the Committee or
one or more of its members may have an actual or potential conflict of interest
with respect to the subject matter of the action, finding, interpretation,
ruling or decision. No final action, finding, interpretation, ruling or
decision of the Committee shall be subject to de novo review in any judicial
proceeding. No final action, finding, interpretation, ruling or decision of the
Committee may be set aside unless it is held to have been arbitrary and
capricious by a final judgment of a court having jurisdiction with respect to
the issue. Nothing in the Plan shall be deemed to give any officer or
