BUSINESS OPPORTUNITIES AGREEMENT
Exhibit 10.2
Execution Version
THIS BUSINESS OPPORTUNITIES AGREEMENT (this “Agreement”), dated as of June 22, 2010, is
entered into by and among Oasis Petroleum Inc., a Delaware corporation (the “Company”), and the
parties to this Agreement listed on Exhibit A hereto (each a “Designated Party” and
collectively the “Designated Parties”).
RECITALS
A. Each of the Designated Parties engages, directly or indirectly, in businesses similar to
the business of the Company.
B. In recognition that certain Designated Parties may engage, directly or indirectly, in the
same or similar activities or lines of business and have an interest in the same or similar areas
of business, and in recognition of the benefits to be derived by the Company through its continued
contractual, corporate and business relations with each Designated Party (including services of
employees, officers and directors of each Designated Party as directors and officers of the
Company), this Agreement is set forth to regulate and define the conduct of certain affairs of the
Company as they may involve each Designated Party, and as applicable, its employees, officers and
directors, and the powers, rights, duties, liabilities, interests and expectations of the Company
in connection therewith.
C. The law relating to duties that certain Designated Parties may owe to the Company is not
clear. The application of such law to particular circumstances is often difficult to predict, and,
if a court were to hold that any Designated Party breached any such duty, such Designated Party
could be held liable for damages in a legal action brought on behalf of the Company.
D. To induce certain of the Designated Parties to continue to serve as directors of the
Company, the Company is willing to enter into this Agreement, pursuant to Section 122 of the
General Corporation Law of the State of Delaware, to renounce, effective upon the date hereof, any
interest or expectancy it may have in the classes or categories of business opportunities specified
herein that are presented to or identified by any Designated Party, as more fully described herein.
As a result of this Agreement, each Designated Party, as applicable, may continue to conduct his
or its business and to pursue certain business opportunities without an obligation to offer such
opportunities to the Company or any of its Subsidiaries, and any Designated Party, as applicable,
may continue to discharge his responsibilities as a director or employee of such Designated Party
or any company in which such Designated Party has an interest.
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants, rights, and
obligations set forth in this Agreement and the benefits to be derived herefrom, and other good and
valuable consideration, the receipt and the sufficiency of which each of the undersigned
acknowledges and confesses, the undersigned agree as follows:
1. Renouncement of Business Opportunities. To the fullest extent permitted by
applicable law, the Company hereby renounces any interest or expectancy in, or in being offered any
opportunity to participate in, any business opportunity, transaction or other matter presented to
any Designated Party or in which any Designated Party participates or desires or seeks to
participate in (each, a “Business Opportunity”) other than a Business Opportunity that (i) is
first presented to a Designated Party solely in such person’s capacity as a director or officer of
the Company or its Subsidiaries and with respect to which, at the time of such presentment, no
other Designated Party has independently received notice of or otherwise identified such Business
Opportunity or (ii) is identified by a Designated Party solely through the disclosure of
information by or on behalf of the Company (each Business Opportunity other than those referred to
in clauses (i) or (ii) are referred to as a “Renounced Business Opportunity”). No Designated Party
shall have any obligation to communicate or offer any Renounced Business Opportunity to the
Company, and any Designated Party may pursue a Renounced Business Opportunity, provided that such
Renounced Business Opportunity is conducted by such Designated Party in accordance with the
standard set forth in Section 2. Notwithstanding the foregoing, each Designated Party who is a
director or officer of the Company or its Subsidiaries and who is offered a Business Opportunity in
his or her capacity as a director or officer of the Company or its Subsidiaries shall be obligated
to communicate such Business Opportunity to the Company. The Company shall not be prohibited from
pursuing any Renounced Business Opportunity. Nothing in this Section 1 shall be construed to allow
any director to usurp a Business Opportunity of the Company or its Subsidiaries solely for his or
her personal benefit.
2. Standards for Separate Conduct of Renounced Business Opportunities. In the event
that a Designated Party acquires knowledge of a Renounced Business Opportunity, such Designated
Party may pursue such Renounced Business Opportunity if such Renounced Business Opportunity is
developed and pursued solely through the use of personnel and assets of the Designated Party
(including, as applicable, such Designated Party in his capacity as a director, officer, employee
or agent of the Designated Party) or jointly with the personnel and assets of any other Person or
Persons, provided that each such Person is not an Affiliate of the Company and does not owe any
fiduciary or other duty to the Company.
3. Liability. Provided a Renounced Business Opportunity is conducted by a Designated
Party in accordance with the standards set forth in Section 2 hereof, no Designated Party shall be
liable to the Company or any of its stockholders or any of the Company’s Subsidiaries for breach of
any fiduciary or other duty, as a director or officer or controlling stockholder or otherwise, by
reason of such Renounced Business Opportunity. In addition, no Designated Party shall be liable to
the Company or any of its stockholders or any of the Company’s Subsidiaries for breach of any
fiduciary or other duty, as a director or officer or controlling stockholder or otherwise, by
reason of the fact that such Designated Party conducts, pursues or acquires such Renounced Business
Opportunity for itself, directs such Renounced Business Opportunity to another Person or does not
communicate information regarding such Renounced Business Opportunity to the Company.
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4. Disclosing Conflicts of Interest. Should any director of the Company have actual
knowledge that he or his Affiliates is pursuing a Renounced Business Opportunity also pursued by
the Company, he shall disclose to the Company’s board of directors that he may have a conflict of
interest, so that the board of directors may consider his withdrawal from discussions in board
deliberations, as appropriate.
5. Interpretation.
(a) For purposes of this Agreement, “Designated Parties” shall include all Subsidiaries and
Affiliates, including any investment fund managed by the Designated Party, of each Designated Party
(other than the Company and its Subsidiaries).
(b) As used in this Agreement, the following definitions shall apply:
(i) “Affiliate” means with respect to a specified person, a person that directly, or
indirectly through one or more intermediaries, controls, or is controlled by, or is under
common control with, the person specified, and any directors, officers, partners or 5% or
more owners of such person.
(ii) “Person” means an individual, corporation, partnership, limited liability company,
trust, joint venture, unincorporated organization or other legal or business entity.
(iii) “Subsidiary” or “Subsidiaries” shall mean, with respect to any Person, any other
Person the majority of the voting securities of which are owned, directly or indirectly, by
such first Person.
6. Miscellaneous.
(a) The provisions of this Agreement shall terminate and be of no further force and effect at
such time as no Designated Party serves as a director (including Chairman of the Board) or officer
of the Company or its Subsidiaries.
(b) This Agreement does not prohibit or impact the Company’s ability to participate in any
Business Opportunity.
(c) This Agreement may be signed by facsimile signature and in any number of counterparts,
each of which when so executed and delivered shall be deemed an original, and such counterparts
together shall constitute one instrument. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without regard to conflicts of laws principles.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the date set forth
above.
| OASIS PETROLEUM INC. |
||||
| By: | /s/ Xxxxxx X. Xxxx | |||
| Name: | Xxxxxx X. Xxxx | |||
| Title: | President and Chief Executive Officer | |||
| DESIGNATED PARTIES: |
||||
| /s/ Xxxxxx X. Xxxxxx | ||||
| Xxxxxx X. Xxxxxx | ||||
| /s/ Xxxxxxx X. Xxxxxxx, Xx. | ||||
| Xxxxxxx X. Xxxxxxx, Xx. | ||||
| ENCAP INVESTMENTS L.P. | ||||
`
|
By: | EnCap Investments GP, L.L.C., | ||
| General Partner of EnCap Investments L.P. | ||||
| By: | /s/ D. Xxxxxx Xxxxxxxx | |||
| Name: | D. Xxxxxx Xxxxxxxx | |||
| Title: | Senior Managing Director | |||
EXHIBIT A
Designated Parties
Board Members
Xxxxxxx X. Xxxxxxx, Xx.
Xxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxxx, Xx.
Xxxxxx X. Xxxxxx
Controlling Stockholder
EnCap Investments L.P.
EnCap Investments L.P.
