RETIREMENT, RELEASE AND
CONSULTING SERVICES AGREEMENT
WHEREAS, Ronald W.
Bopp (“Bopp”) is currently employed by CPNO Services,
L.P. (“CPNO”) as Senior Vice President, Corporate
Development;
WHEREAS, Bopp
desires to retire and therefore resign as Senior Vice President,
Corporate Development of CPNO and Copano Energy, L.L.C.
(“Copano”) and certain of its subsidiaries and to
terminate his employment with CPNO effective May 31,
2008;
WHEREAS, Copano
and Bopp are parties to an offer letter dated April 15, 2005
(the “Offer Letter”) pusuant to which Bopp and Copano
agreed to the terms and conditions of Bopp’s employment with
CPNO;
WHEREAS, CPNO
wishes to engage Bopp as a Senior Advisor to provide advisory and
consulting services to CPNO and its affiliates, including but not
limited to Copano and its subsidiaries (collectively, the
“Service Recipients”);
WHEREAS, CPNO
wishes to enter into this Agreement with Bopp as a Senior Advisor
to provide advisory and consulting services to CPNO and its
affiliates, including but not limited to Copano and its
subsidiaries (collectively, the “Service Recipients”)
as consideration (along with other valuable consideration
identified below) for a release and waiver of all claims by Bopp,
for Bopp’s acknowledgment and agreement with respect to
Confidential Information as set forth herein, and for Bopp’s
agreement not to compete with any Service Recipient during the time
that this Agreement is in effect or for a one-year period following
his resignation from employment, whichever is longer;
and
WHEREAS, Bopp
acknowledges that as a Senior Advisor and consultant and a former
employee he will continue to be bound by certain of Copano’s
employment practices policies and to the terms of Copano’s
Code of Business Conduct and Ethics (the
“Code”);
NOW THEREFORE,
CPNO and Bopp enter into this Retirement, Release and Consulting
Services Agreement (“Agreement”) and agree as
follows:
1.
Termination of Employment; Lump-Sum Payment. Bopp
will resign as Senior Vice President, Corporate Development and his
employment with CPNO will terminate effective May 31, 2008. In
addition to any amounts owed to him by CPNO for unpaid salary
through the date of his resignation, CPNO will make to Bopp a
lump-sum payment in the amount of $25,000 (Twenty-Five Thousand
Dollars and No Cents), minus applicable taxes and withholdings,
which is an amount above and beyond what he is entitled to receive
upon his resignation. Bopp acknowledges and agrees that this
lump-sum payment is good and valuable consideration for all the
promises made by him in this Agreement.
2.
Release and Waiver of Claims. CPNO is making the
payments hereunder and providing Bopp with the other valuable
consideration identified in Paragraph 1 and acknowledged by
Bopp hereby in consideration of Bopp’s acknowledgement and
agreement with respect to Confidential Information (defined below);
Bopp’s agreement
not to compete
with any Service Recipient during the time that this Agreement is
in effect or for a one-year period following his resignation from
employment, whichever is longer; and Bopp’s acknowledgement
and agreement (on behalf of himself, his affiliates, heirs, agents,
and assigns) that he knowingly, voluntarily and irrevocably
releases CPNO and Copano and all of their affiliated entities and
personnel, including but not limited to their respective past,
present and future directors, managers, officers, agents and
employees (collectively, the “Released Parties”) from
any and all claims, rights, actions, causes of action, demands,
suits, agreements, obligations or liabilities of whatever kind or
nature, known or unknown, liquidated or non-liquidated, contingent
or absolute, arising out of federal, state, local or at common law,
which Bopp ever had, now has or may have against the Released
Parties, arising out of or relating in any way to Bopp’s
employment with, previous work for, or separation from, CPNO, or
any of the Released Parties.
Without
limitation, this release and waiver of claims includes (i) all
claims under Title VII of the Civil Rights Act of 1964; the Civil
Rights Act of 1991; the Employee Retirement Security Act of 1974;
the Fair Labor Standards Act of 1938, as amended; the Age
Discrimination in Employment Act; the Older Workers Benefit
Protection Act; the Americans with Disabilities Act; the Family and
Medical Leave Act; the Labor Management Relations Act; the Texas
Commission on Human Rights Act; the Texas Workers’
Compensation Act; the Texas Labor Code; any other relevant state
law; the Occupational Safety and Health Act; (ii) all other
federal, state or local constitutional, statutory or common law
claims or actions that are permitted to be waived in this context
and that in any way refer to or arise out of Bopp’s
employment with, previous work for, or separation from CPNO or any
of the Released Parties; (iii) all claims of breach of
contract, sounding in tort, or of wrongful discharge; and
(iv) all claims to any compensation, including but not limited
to any rights to any salary, bonus, or severance
payments.
By signing this
Agreement, Bopp expressly agrees and understands that he is giving
to the Released Parties a general release and waiver of any and all
such claims that Bopp may have against any of the Released
Parties.
3. No
Suits or Proceedings. Bopp agrees not to file any suit or
institute any other type of proceeding against the Released Parties
in any local, state or federal court or agency under these or any
other laws or applicable regulations, arising out of or relating in
any way to Bopp’s employment with, previous work for, or
separation from CPNO or any of the Released Parties.
4.
Representation Regarding Proceedings. Bopp represents
and warrants that he has not made, filed or lodged any complaints,
charges, or lawsuits or otherwise directly or indirectly commenced
any proceeding against the Released Parties with any governmental
agency, department, or official, any regulatory authority, or any
court, other tribunal, or other dispute resolution body. Bopp
further represents and warrants that he has not previously assigned
or transferred to any other person or entity any claims or rights
that are the subject of the waivers and releases contained in this
Agreement.
5. Time
in Which to Consider Agreement; Revocation of Agreement.
Bopp
acknowledges
and understands that he has twenty-one (21) calendar days to
consider this Agreement prior to signing it. Bopp further
acknowledges that he has seven (7) calendar days following
delivery of the fully signed Agreement to revoke or rescind the
Agreement, and further acknowledges and understands that the
Agreement will not be effective or enforceable until such seven
(7) day period has expired and Bopp has not revoked the
Agreement during such period.
6.
Confidential Information. Bopp acknowledges that
during the course of his employment and during t
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