Employment Offer Letter between Blackwater Midstream Corp. and Dale T. Chatagnier (Chief Operating Officer)

Summary

Blackwater Midstream Corp. offers Dale T. Chatagnier the position of Chief Operating Officer, starting May 14, 2008, with a salary of $225,000 per year and eligibility for equity and stock options. The employment term is at least five years, with specific conditions for termination and severance. Benefits include paid vacation, participation in company insurance plans, and reimbursement of business expenses. The agreement also outlines vesting schedules for stock and options, and requires a formal employment agreement to be signed by May 31, 2008.

EX-10.1 2 blackwater_8k-ex1001.txt EMPLOYMENT OFFER LETTER Exhibit 10.1 Blackwater Midstream Corp. May 14, 2008 Mr. Dale T. Chatagnier 54 Grand Canyon Drive New Orleans, LA 70131 Re: Offer of Employment Dear Dale: It is with great pleasure that I extend the following offer of employment with Blackwater Midstream Corp. (the "Company"). The terms of the employment are as follows: Commencement Date: Start date of May 14, 2008, but with salary commencing as of May 1, 2008. Position: Chief Operating Officer. You will report directly to the Chief Executive Officer. Term: The Term of employment shall be not less than five (5) years, subject to earlier termination as provided below. Salary: $225,000 per year (subject to required withholding), payable in arrears in equal semi-monthly installments on the 15th and last day of each calendar month. Equity: On the Commencement Date you shall be entitled to purchase shares of Company Common Stock which shall represent approximately one-half percent (0.5%) of the outstanding shares of capital stock of the Company on a fully diluted basis, for an initial purchase price equal to the par value (or if there is no par value, $0.01 per share), which price the Board of Directors deems to be the fair market value on the date of purchase. The shares shall vest at the end of six months of employment, so long as you are still employed by the Company. In addition, the Company shall grant to you an option to purchase an additional two percent (2%), which options shall vest over the term of the employment, based upon performance objectives to be reasonably determined by the Board of Directors. The options shall have an exercise price equal to the fair market value on the date hereof, shall contain cashless exercise provisions and shall be subject to the terms of the stock incentive plan to be adopted by the Company. Mr. Dale T. Chatagnier May 14, 2008 Page 2 of 3 Vacation: All federal and state holidays, plus three (3) weeks of paid vacation. Benefits: You shall be entitled to participate in all medical, dental, life and other insurance plans adopted by the Company for any executive officer. Reimbursement of Expenses: The Company will reimburse you for all business related expenses, including travel (other than commuting to the office from your residence), cell phone usage, etc., provided you comply with the reimbursement policies and procedures adopted by the Company and provide appropriate proof of payment. Written Agreement: The Company shall prepare a written employment agreement to be executed on or before May 31, 2008 evidencing the terms of this employment offer. Termination: You may be terminated only with "Cause" which will be defined to by (i) conviction of any fraud or embezzlement against the Company or (ii) willful breach or habitual neglect of your duties and responsibilities after written notice and an opportunity to cure. If you are terminated without Cause, then you will be entitled to (i) a one-time lump sum severance payment equal to the salary for the remaining term of the employment agreement but not more than six months and (ii) all stock that would have been earned during such six month period shall immediately vest. Mr. Dale T. Chatagnier May 14, 2008 Page 3 of 3 Dale, I am excited about the opportunity to work with you again and look forward to a long and mutually prosperous relationship. If these terms are acceptable, please sign in the place provided below. Very truly yours, /s/ Michael D. Suder Michael D. Suder Accepted and agreed this 14th day of May, 2008. /s/ Dale T. Chatagnier - ------------------------------ Dale T. Chatagnier