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EXHIBIT 1.01
Blackwater Midstream Corp.
May 7, 2008
Mr. Michael D. Suder
1750 St. Charles Avenue, Apartment 511
New Orleans, LA 70130
Re: OFFER
OF EMPLOYMENT
Dear Michael:
It is with great
pleasure that I extend the following offer of employment
with Blackwater Midstream Corp. (the "Company"). The terms of the
employment are
as follows:
Commencement Date:
Start date of May 7, 2008, but with salary
commencing as of May 1, 2008.
Position:
Chief Executive Officer. You will report
directly to the Board of Directors and will
receive your directives from the Board of
Directors.
Term:
The Term of employment shall be not less than
five (5) years, subject to earlier termination
as
provided below.
Salary:
$300,000 per year (subject to required
withholding), payable in arrears in equal semi-
monthly installments on the 15th and last day of
each calendar month.
Equity:
On the Commencement Date you shall be entitled
to purchase shares of Company Common Stock which
shall represent approximately two percent (2.0%)
of the outstanding shares of capital stock of
the Company on a fully diluted basis, for an
initial purchase price equal to the par value
(or if there is no par value, $0.01 per share),
which price the Board of Directors deems to be
the fair market value on the date of purchase.
The shares shall vest at the end of six months
of employment, so long as you are still employed
by the Company. In addition, the Company shall
grant to you an option to purchase an additional
five and one-half percent (5.5%), which options
shall vest over the term of the employment,
based upon performance objectives to be
reaso
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