EXHIBIT 10.2
WAIVER AGREEMENT
WAIVER AGREEMENT (this “Waiver
Agreement”), dated as of August 12, 2005, with respect to the
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the
“Agreement”), dated as of June 30, 2001 (the
“Effective Date”), between Plains All American GP LLC,
a Delaware limited liability company (the “Company”),
and Harry N. Pefanis (the “Employee”).
RECITALS:
A.
Capitalized terms not otherwise
defined in this Waiver Agreement are used with the meanings
ascribed to such terms in the Agreement.
B.
Section 8(d)(ii) of the Agreement
provides that if the Employee shall terminate his employment upon a
Change in Control of the Company pursuant to clause (D) of Section
7(d)(i), then the Employee will be paid a lump sum
amount.
C.
A transaction is contemplated
pursuant to which the membership interest in the Company currently
owned by Sable Investments, L.P. will be sold to the other owners
of membership interests in the Company. Vulcan Energy
Corporation or a subsidiary thereof (as applicable,
“Vulcan Energy”) will purchase all or a portion
of the membership interests being sold (the “Vulcan
Purchase”).
D.
The Company and the Employee wish to
clarify and agree with respect to the effect of the Vulcan Purchase
under the Agreement.
WAIVER
In that regard, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Employee hereby agree as
follows:
1.
Acknowledgement of Change in Control. The Company and
the Employee both acknowledge that the proposed Vulcan Purchase
would constitute a Change in Control as defined in Section 7(d) of
the Agreement, and that without this Waiver Agreement Employee
would have the power under Section 7(d) of the Agreement to
terminate his employment (the “Termination Power”) and,
having done so, would have the right to the lump sum payment
contemplated by Section 8(d)(ii) of the Agreement (the
“Payment Right”).
2.
Waiver. Subject to the terms and conditions contained
herein, the Employee waives his Termination Power and Payment
Right, in each case only with respect to the Vulcan Purchase (the
“Waiver”). The Waiver shall not apply to any
future purchases of membership interests in the Company by Vulcan
Energy.
