Directors' Fee Schedule for Outside Directors Effective February 14, 2005

Summary

This agreement outlines the compensation for outside directors—those not employed by the Company, Capital C Energy Operations, LP, or Riverstone Holdings LLC. As of the effective date, Morris B. "Sam" Smith is the only outside director. The agreement provides for an annual retainer of $40,000 (paid quarterly), an additional $5,000 annual retainer for the Audit Committee Chair, $2,000 per board meeting, and $1,000 per committee meeting. Directors are also reimbursed for reasonable out-of-pocket expenses related to their duties.

EX-10.19 2 l12589aexv10w19.txt EX-10.19 DIRECTORS FEE FOR OUTSIDE DIRECTORS EXHIBIT 10.19 DIRECTORS' FEES FOR OUTSIDE DIRECTORS EFFECTIVE FEBRUARY 14, 2005 For purposes hereof, "outside" directors means directors not employed by the Company, Capital C Energy Operations, LP or Riverstone Holdings LLC. As of February 14, 2005, Morris B. "Sam" Smith was the only outside director of the Company. $40,000 Annual Retainer Fee - paid quarterly $5,000 Audit Committee Chair - retainer - paid annually $2,000 Per Board Meeting $1,000 Per Committee Meeting Directors will be reimbursed for out-of-pocket expenses such as airfare, meals, hotels and expenses incurred in connection with their role as Directors.