XXXXXX XXXXXX ENERGY PARTNERS, L.P.
EXECUTIVE COMPENSATION PLAN
SETTLEMENT AND TERMINATION OF
AMENDED AND RESTATED
INCENTIVE COMPENSATION GRANT AGREEMENT
This Settlement and Termination ("Settlement and Termination") of that
certain Amended and Restated Incentive Compensation Grant Agreement (the
"Restated Grant Agreement") is made as of April 20, 2000, between XXXXXX XXXXXX
ENERGY PARTNERS, L.P. (the "Partnership") and XXXXXXX X. XXXXXX (the
"Participant").
WHEREAS, as of July 1, 1997, an Incentive Compensation Grant Agreement
(the "Original Agreement") was entered into between the Partnership and
Participant pursuant to which the Partnership made a grant to Participant as of
February 14, 1997 of Incentive Compensation pursuant to the Partnership's
Executive Compensation Plan (the "Plan"), all as specified in the Original
Agreement;
WHEREAS, as of January 4, 1999, the Partnership and Participant entered
into the Restated Grant Agreement;
NOW, THEREFORE, in order to carry out the purposes of the Xxxxxx Xxxxxx
Energy Partners, L.P. Executive Compensation Plan, a copy of which is attached
hereto as Exhibit A and the provisions of which are incorporated by reference as
though fully stated herein, and in consideration of the mutual agreements and
other matters set forth herein and in the Plan, the Partnership and Participant
hereby agree as follows:
Section 1. Recitals. The terms of the foregoing Recitals are incorporated herein
and made a part of this Settlement and Termination.
Section 2. Settlement of Incentive Compensation. Contemporaneously herewith,
Participant, Xxxxxx Xxxxxx, Inc. and Kinder Xxxxxx X.X., Inc. executed an
employment agreement which provides for compensation in settlement of the
Partnership's obligations under the Plan, the Original Agreement and the
Restated Grant Agreement. This Settlement and Termination supercedes and
terminates the Restated Grant Agreement and the Original Agreement in their
entirety, and the Restated Grant Agreement and the Original Agreement are of no
further force or effect. Participant does not have any remaining grant of
Incentive Compensation or other rights under the Plan.
Section 3. Binding Effect. This Settlement and Termination shall be binding upon
and inure to the benefit of any successors to the Partnership and all persons
lawfully claiming under Participant.
Section 4. Capitalized Terms. Capitalized terms used herein but not otherwise
defined herein shall have the meanings ascribed to them in the Plan.
IN WITNESS WHEREOF, the Partnership has caused this Settlement and
Termination to be duly executed by one of its officers thereunto duly
authorized, and Participant has executed this Settlement and Termination, all as
of the day and year first above written.
XXXXXX XXXXXX ENERGY PARTNERS, L.P.
By: Kinder Xxxxxx X.X., Inc.,
its General Partner
By: /s/ Xxxxxx Xxxxxxxxxx
----------------------------------
Title: Vice President
/s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxx
