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EXHIBIT 10.11
CONTRACT FOR
Services between
W.W. Slaughter & Duke Energy Field Services Assets, LLC
This contract (hereinafter "Contract") is by and between William W.
Slaughter (hereinafter "Contractor") and Duke Energy Field Services Assets, LLC
(hereinafter ("DEFS Assets"), a Delaware Limited Liability Company, a subsidiary
of Duke Energy Field Services Corporation ("Parent Company").
W I T N E S S E T H:
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That the parties herein, in consideration of the covenants and premises set
forth in this Contract, agree as follows:
1. Purpose and Scope
DEFS Assets hereby retains Contractor to perform consulting services
with regard to DEFS Assets' interests and businesses and such other
consulting services as may be mutually agreed in writing.
2. Term
a. This Contract shall commence on April 1, 2000 and shall terminate
on June 30, 2002, unless extended by written agreement of the
parties.
b. In the event of Contractor's inability to perform his obligations
under this Contract to the satisfaction of DEFS Assets due to
Contractor's extended illness or death, DEFS Assets may terminate
this Contract upon giving thirty (30) days' written notice to
Contractor or his legal representative.
c. Should Contractor knowingly fail to follow the policies and
practices of DEFS Assets in the performance of duties under this
Contract, DEFS Assets shall provide Contractor with thirty (30)
days' written notice of such failure. Upon receipt of such
written notice under this paragraph 2.c., Contractor shall have
thirty (30) days to cure such failure and provide DEFS Assets
with written notification of such cure. If Contractor fails to
provide DEFS Assets with such written notification within such
thirty (30)-day period, or such written notification is not
satisfactory to DEFS Assets, DEFS Assets shall have the right to
terminate this Contract upon thirty (30) days' written notice to
Contractor.
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3. Reporting
Contractor shall report directly to J.W. Mogg or any other person of
equal or greater responsibility designated by DEFS Assets.
4. Independent Contractor Status
Contractor shall be an independent contractor and the remuneration
paid hereunder shall not affect any employee or retirement benefits to
which he may be entitled by virtue of his past employment by Parent
Company subsidiary or affiliate.
5. Compensation
a. DEFS Assets shall pay Contractor a retainer of Forty-Six Thousand
Eight Hundred Sixty and No/100 Dollars ($46,860) per calendar
quarter for each quarter, or any part thereof, in which this
Contract is in effect.
b. In exchange for the compensation specified in paragraph 5(a) of
this Contract, Contractor shall perform services for DEFS Assets
for as many as thirty (30) calendar days per calendar quarter. In
the event contractor performs services on more than such 30
calendar days, DEFS Assets shall, upon receipt of an invoice as
described in paragraph 7 of this Contract, compensate Contractor
for such additional calendar days worked at the rate of $1,562.00
per day.
c. Parent Company shall, upon completion of its IPO, compensate
contractor in an amount equal to $360,000 through the issuance of
options and/or restricted stock of the Parent Company.
6. Expense
Upon receipt of proper documentation and subject to the prior approval
of J.W. Mogg, DEFS Assets shall reimburse Contractor for any
reasonable expenses incurred in connection with services performed
under this Contract; provided, however, that such reasonable expenses
shall not include the cost of commuting to and from home in order to
perform work under this Contract. Contractor shall be reimbursed for
car expense at the standard mileage rate set by the United States
Internal Revenue Service. Contractor hereby warrants that he has the
legally required insurance on any motor vehicle that he would use in
the performance of duties under this Contract.
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7. Invoices
Within a reasonable time after the last day of the calendar quarter,
Contractor shall submit an invoice to DEFS Assets setting forth the
number of calendar days worked in excess of 30 as described in
paragraph 5.b of this agreement, the services performed, and eligible
expenses incurred as defined in paragraph 6.
8. Prioritization of Work
It is understood that Contractor is free to render consulting services
to others so long as such activity does not conflict with the interest
of DEFS Assets or any of its subsidiaries or affiliates. To the extent
practicable, however, Contractor agrees to give first priority to the
performance of services for DEFS Assets and Parent Company under the
terms of this contract.
9. Confidentiality
Contractor agrees to maintain the confidentiality of all confidential
information received by Contractor in the performance of services
under this Contract during the term of this Contract and for a period
of five (5) years after the termination of this Contract and any
extension thereof. Contractor further agrees to return to DEFS Assets
any and all information received by Contractor in performing services
under this Contract at the termination of this Contract or when
requested to do so by DEFS Assets.
10. Assignment
None of the rights or obligations of this Contract may be assigned
without the prior written consent of the assigning party.
IN WITNESS WHEREOF, this AGREEMENT executed this 1st day of
April, 2000.
Duke Energy Field Services Assets, LLC
By: /s/ J. W. Mogg
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J.W. Mogg
By: /s/ William W. Slaughter
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William W. Slaughter, Contractor