Common use of Seconded Employees Clause in Contracts

Seconded Employees. Exhibit A to this Agreement (the “Seconded Employee Schedule”) sets forth a true, complete and accurate list of each employee (each such employee and each other employee who is subsequently seconded to the General Partner in accordance with this Agreement, a “Seconded Employee” and collectively, the “Seconded Employees”) who, as of a date no later than five Business Days prior to the Effective Time and subject to the terms of this Agreement, Chesapeake Management agrees to second to the General Partner, and the General Partner agrees to accept such secondment, for the purpose of performing job functions related to the Business (the “Secondment”). Chesapeake represents and warrants that, in addition to setting forth the names of the Designated Seconded Employees (as defined below), the Seconded Employee Schedule constitutes a true, complete and accurate list of each employee primarily engaged in providing services for, or with respect to, the business of the MLP as described in the Registration Statement on Form S-1 (File No. 333-164905) (the “Business”) as of the date no fewer than five Business Days prior to the Effective Time. The Seconded Employees will remain at all times employees of Chesapeake Management but, in addition, they will also be joint employees of the General Partner during the Period of Secondment (as defined below) and shall, subject to Section 2.5, at all times during the Period of Secondment, work under the direction, supervision and control of the General Partner. Chesapeake Management will retain the right to hire or discharge the Seconded Employees with respect to their employment with Chesapeake Management; provided however, that Chesapeake Management shall consult with the General Partner prior to hiring an individual who will become a Seconded Employee, and will in good faith consider (i) hiring each individual as a Seconded Employee whom the General Partner so requests and (ii) refraining from hiring an individual as a Seconded Employee whom the General Partner desires not to hire. Subject to the provisions in Sections 2.2 and 2.5, none of Chesapeake, Chesapeake Management or any other Chesapeake Entity will otherwise exercise direction, supervision or control over the Seconded Employees, and Chesapeake and Chesapeake Management shall cause their Affiliates (other than CMV, the General Partner, the MLP and their Subsidiaries) not to exercise direction, supervision or control over the Seconded Employees. For each Seconded Employee, the “Period of Secondment” shall be that period of time as set forth in Section 2.2. Seconded Employees shall have no authority or apparent authority to act on behalf of Chesapeake Management or any Chesapeake Entity when they are under the direction, supervision or control of the General Partner during the Period of Secondment. The Seconded Employee Schedule sets forth the names of the Seconded Employees, the job functions of the Seconded Employees and the starting date for the Period of Secondment for each Seconded Employee. Subject to the above proviso and Section 2.4, individuals may be added to, removed from or designated as Shared Services Employees on the Seconded Employee Schedule from time to time by the execution by the Parties (other than COI and the Company) of a completed “Addition/Removal/Change of Responsibility of Seconded Employee” form, the form of which is attached to this Agreement as Exhibit B, which will be fully binding on the Parties for all purposes under this Agreement. For the purpose of clarity, the Parties agree that Chesapeake Management may designate any Seconded Employee, other than a Designated Seconded Employee, as a Shared Services Employee on Exhibit B without the necessity of the Parties executing Exhibit B. Any such designation shall be subject to review and restriction/elimination by the General Partner under Section 2.5.

Seconded Employees. Exhibit A Subject to the terms of this Agreement (Agreement, Anadarko agrees to cause the “Seconded Employee Schedule”) sets forth a true, complete and accurate list of each employee (each such employee and each other employee who is subsequently seconded Anadarko Entities to second to the General Partner, and the General Partner in accordance with this Agreementagrees to accept the secondment of, those certain specifically identified individuals (each, a “Seconded Employee” and collectively, the “Seconded Employees”) who, as of a date no later than five Business Days prior to listed on Exhibit A (the Effective Time and subject to the terms of this Agreement, Chesapeake Management agrees to second to the General Partner, and the General Partner agrees to accept such secondment, “Seconded Employee Schedule”) for the purpose of performing job functions related to the Business Partnership Assets (the “Secondment”). Chesapeake represents and warrants that, in addition to setting forth the names of the Designated Seconded Employees (as defined below), the Seconded Employee Schedule constitutes a true, complete and accurate list of each employee primarily engaged in providing services for, or with respect to, the business of the MLP as described in the Registration Statement on Form S-1 (File No. 333-164905) (the “Business”) as of the date no fewer than five Business Days prior to the Effective Time. The Seconded Employees will remain at all times employees of Chesapeake Management the Anadarko Entities but, in addition, they will also be joint temporary employees of the General Partner during the Period of Secondment (as defined below) and shall, subject to Section 2.5, at all times during the Period of Secondment, work under the direction, supervision and control of the General Partner. Chesapeake Management Anadarko will retain the right to cause the Anadarko Entities to hire or discharge the Seconded Employees with respect to their employment with Chesapeake Management; provided howeverbut, that Chesapeake Management shall consult with the General Partner prior to hiring an individual who will become a Seconded Employee, and will in good faith consider (i) hiring each individual as a Seconded Employee whom the General Partner so requests and (ii) refraining from hiring an individual as a Seconded Employee whom the General Partner desires not to hire. Subject subject to the provisions in Sections 2.2 and 2.5Section 1.2, none of Chesapeake, Chesapeake Management or any other Chesapeake Entity will otherwise exercise direction, supervision or control over not have the Seconded Employees, and Chesapeake and Chesapeake Management shall right to cause their Affiliates (other than CMV, the Anadarko Entities to terminate the Secondment to the General Partner, the MLP and their Subsidiaries) not to Partner or otherwise exercise direction, supervision or control over the Seconded Employees. For each Seconded Employee, the “Period of Secondment” shall be that period of time as set forth in Section 2.21.2. Seconded Employees shall have no authority or apparent authority to act on behalf of Chesapeake Management or any Chesapeake Entity when they are under the direction, supervision or control of the General Partner Anadarko Entities during the Period of Secondment. The Seconded Employee Schedule sets forth the names of the Seconded EmployeesEmployees seconded by the Anadarko Entities, the job functions of the Seconded Employees and the starting date for the Period of Secondment for each Seconded Employee. Subject to the above proviso and Section 2.4, individuals Individuals may be added to, or removed from or designated as Shared Services Employees on the Seconded Employee Schedule from time to time by the execution by the Parties (other than COI and the Company) of a completed “Addition/Removal/Change of Responsibility of Seconded Employee” form, the form of which is attached to this Agreement as Exhibit B, which will be fully binding on the Parties for all purposes under this Agreement. For the purpose of clarity, the Parties agree that Chesapeake Management may designate any Seconded Employee, other than a Designated Seconded Employee, as a Shared Services Employee on Exhibit B without the necessity Those rights and obligations of the Parties executing Exhibit B. Any under this Agreement that relate to individuals that were on the Seconded Employee Schedule but then later removed from the Seconded Employee Schedule, which rights and obligations accrued before the removal of such designation shall be subject individual, will survive the removal of such individual from the Seconded Employee Schedule to review the extent necessary to enforce such rights and restriction/elimination by the General Partner under Section 2.5obligations.

Seconded Employees. Exhibit A (a) Notwithstanding anything in this Agreement to the contrary, the Business Employees identified on Appendix I to this Agreement as seconded employees (the “Seconded Employee Schedule”) sets forth a true, complete and accurate list of each employee (each such employee and each other employee who is subsequently seconded to the General Partner in accordance with this Agreementeach, a “Seconded Employee” and collectively, the “Seconded Employees”) who), which Appendix I to this Agreement shall be provided by TDCC to the Parent upon the execution of this Agreement in accordance with Section 1.01, who otherwise would become Transferred Employees as of a date no later than five Business Days the Closing Date shall instead be seconded to the Parent or another Parent Entity in accordance with the terms of an applicable seconding agreement, in accordance with the form of Dow’s seconding agreement, which has been made available to Parent prior to the Effective Time and subject to the terms date of this Agreement, Chesapeake Management agrees to second to the General Partner, and the General Partner agrees to accept such secondment, for the purpose of performing job functions related to the Business Agreement (the “SecondmentSeconding Agreement”), with such secondments to be effective from the Closing Date up to and including the respective dates set forth in the Seconding Agreement; provided, however, that no secondment period under the Seconding Agreement shall exceed six (6) full calendar months after the Closing Date. Chesapeake represents and warrants that, in addition to setting forth Effective upon the names expiration of the Designated Seconded Employees (as defined below)Employee’s secondment period, the such Seconded Employee Schedule constitutes a true, complete shall transfer to the Parent or another designated Parent Entity in accordance with the transfer provisions of this Agreement and accurate list of each such Seconded Employee who becomes an employee primarily engaged in providing services for, or with respect to, the business of the MLP as described in Parent or another Parent Entity after the Registration Statement on Form S-1 (File No. 333-164905) (the “Business”) Closing shall be a Transferred Employee as of the date no fewer than five Business Days prior expiration of the Seconded Employee’s secondment period, and any obligations of the Parent and its Affiliates hereunder with respect to any such Seconded Employee shall not commence until such Seconded Employee becomes a Transferred Employee. Notwithstanding anything in this Agreement to the Effective Time. The Seconded Employees will remain at all times employees of Chesapeake Management butcontrary, each U.S. Employee set forth on Appendix I to this Agreement who is a participant in addition, they will also be joint employees any Dow Plan that provides for retiree health or welfare benefits as of the General Partner during Closing Date but who has not satisfied the Period eligibility criteria to receive any retiree health or welfare benefits under any such plan as of Secondment (as defined below) and shallthe Closing Date and, subject to Section 2.5continued employment with Dow, at all times would have satisfied such criteria during the Period of Secondmentsix-month period immediately following the Closing Date (each, work under the directiona “Retiree Welfare Employee”), supervision and control of the General Partner. Chesapeake Management will retain the right to hire or discharge the Seconded Employees with respect to their employment with Chesapeake Management; provided however, that Chesapeake Management shall consult with the General Partner prior to hiring an individual who will become be a Seconded Employee, and will in good faith consider (i) hiring each individual as a Seconded Employee whom the General Partner so requests and (ii) refraining from hiring an individual as a Seconded Employee whom the General Partner desires not to hire. Subject to the provisions in Sections 2.2 and 2.5, none of Chesapeake, Chesapeake Management or any other Chesapeake Entity will otherwise exercise direction, supervision or control over the Seconded Employees, and Chesapeake and Chesapeake Management shall cause their Affiliates (other than CMV, the General Partner, the MLP and their Subsidiaries) not to exercise direction, supervision or control over the Seconded Employees. For each Seconded Employee, the “Period of Secondment” shall be that period of time as set forth in Section 2.2. Seconded Employees shall have no authority or apparent authority to act on behalf of Chesapeake Management or any Chesapeake Entity when they are under the direction, supervision or control of the General Partner during the Period of Secondment. The Seconded Employee Schedule sets forth the names of the Seconded Employees, the job functions of the Seconded Employees and the starting date for the Period of Secondment for each Seconded Employee. Subject to the above proviso and Section 2.4, individuals may be added to, removed from or designated as Shared Services Employees on the Seconded Employee Schedule from time to time by the execution by the Parties (other than COI and the Company) of a completed “Addition/Removal/Change of Responsibility of Seconded Employee” form, the form of which is attached to this Agreement as Exhibit B, which will be fully binding on the Parties for all purposes under this Agreement. For the purpose of clarity, the Parties agree that Chesapeake Management may designate any Seconded Employee, other than a Designated Seconded Employee, as a Shared Services Employee on Exhibit B without the necessity of the Parties executing Exhibit B. Any such designation shall be subject to review and restriction/elimination by the General Partner under Section 2.5.

Seconded Employees. Exhibit A to this Agreement The electronic record of all active Employing Entities’ employees, maintained by the Employing Entities’ Human Resources Department in the electronic database known as the Human Resources Information System (the “Seconded Employee Schedule”) ), sets forth a true, complete and accurate list of each employee (each such employee and each other employee who is subsequently seconded to the General Partner SEP in accordance with this Agreement, a “Seconded Employee” and collectively, the “Seconded Employees”) who, as of a date no later than five Business Days prior to beginning on the Effective Time Date or the date after the Effective Date on which the Seconded Employee is seconded, and when they are performing duties at SEP assets or facilities or are otherwise working on behalf of SEP, and subject to the terms of this Agreement, Chesapeake Management agrees Employing Entities agree to second to the General PartnerSEP, and the General Partner SEP agrees to accept such secondment, for the purpose of performing job functions related to the Business secondment (the “Secondment”). Chesapeake represents and warrants that, in addition to setting forth the names of the Designated Seconded Employees (as defined below), the Seconded Employee Schedule constitutes a true, complete and accurate list of each employee primarily engaged in providing services for, or with respect to, the business of the MLP as described in the Registration Statement on Form S-1 (File No. 333-164905) (the “Business”) as of the date no fewer than five Business Days prior to the Effective Time. The Seconded Employees will remain at all times employees of Chesapeake Management Employing Entities, but, in addition, when they are performing duties at SEP assets or facilities or are otherwise working on behalf of SEP then they will also be joint employees of the General Partner SEP during the Period of Secondment (as defined below). Those active employees whose titles in the Human Resources Information System reflect that they serve as supervisors or managers and who are called upon to oversee the work of Seconded Employees working at SEP assets or facilities or to provide management support on behalf of SEP are designated by SEP as supervisors (each, a “SEP Supervisor,” and collectively, “SEP Supervisors,”) and shall, subject to act on the behalf of SEP in supervising the Seconded Employees pursuant to Section 2.5, at all times during 2.4. Any Seconded Employee so designated will be acting on the Period behalf of Secondment, SEP when supervising the work under the direction, supervision and control of the General PartnerSeconded Employees or when they are otherwise providing management or executive support on behalf of SEP. Chesapeake Management will Employing Entities retain the right to hire or discharge the Seconded Employees with respect to their employment with Chesapeake Management; provided however, that Chesapeake Management shall consult with the General Partner prior to hiring an individual who will become a Seconded Employee, and will in good faith consider (i) hiring each individual as a Seconded Employee whom the General Partner so requests and (ii) refraining from hiring an individual as a Seconded Employee whom the General Partner desires not to hire. Subject to the provisions in Sections 2.2 and 2.5, none of Chesapeake, Chesapeake Management or any other Chesapeake Entity will otherwise exercise direction, supervision or control over the Seconded Employees, and Chesapeake and Chesapeake Management shall cause their Affiliates (other than CMV, the General Partner, the MLP and their Subsidiaries) not to exercise direction, supervision or control over the Seconded EmployeesEmploying Entities. For each Seconded Employee, the “Period of Secondment” shall be that period of time as set forth in Section 2.2. Seconded Employees shall have no authority or apparent authority to act on behalf of Chesapeake Management or any Chesapeake Entity when they are under the direction, supervision or control of the General Partner during the Period of Secondment. The Seconded Employee Schedule sets forth the names of the Seconded Employees, the job functions of the Seconded Employees and the starting date for the Period of Secondment for each Seconded Employee. Subject to the above proviso and Section 2.42.3, individuals may be added to, to or removed from or designated as Shared Services Employees on the Seconded Employee Schedule from time to time by the execution addition or deletion of such persons in the electronic record of all active Employing Entities’ employees, supervisors, managers and executives, maintained by the Parties (other than COI and Employing Entities’ Human Resources Department in the Company) electronic database known as the Human Resources Information System, when they are ceasing employment, when they are starting employment, or are performing duties at SEP assets or facilities or are otherwise working on behalf of a completed “Addition/Removal/Change of Responsibility of Seconded Employee” form, the form of which is attached to this Agreement as Exhibit BSEP, which will be fully binding on the Parties for all purposes under this Agreement. For the purpose of clarity, the Parties agree that Chesapeake Management may designate any Seconded Employee, other than a Designated Seconded Employee, as a Shared Services Employee on Exhibit B without the necessity of the Parties executing Exhibit B. Any such designation shall be subject to review and restriction/elimination by the General Partner under Section 2.5.

Seconded Employees. Exhibit A to this Agreement (the “Seconded Employee Schedule”) sets forth a true, complete and accurate list of each employee (each such employee and each other employee who is subsequently seconded Subject to the General Partner in accordance with terms of this Agreement, Company agrees to second to MLP GP, and MLP GP agrees to accept the secondment of, those certain specifically identified individuals (each, a “Seconded Employee” and collectively, the “Seconded Employees”) who, as of a date no later than five Business Days prior to listed on Exhibit A (the Effective Time and subject to the terms of this Agreement, Chesapeake Management agrees to second to the General Partner, and the General Partner agrees to accept such secondment, “Seconded Employee Schedule”) for the purpose of performing job functions related to the Business Cowtown Assets (the “Secondment”). Chesapeake represents and warrants that, in addition to setting forth the names of the Designated Seconded Employees (as defined below), the Seconded Employee Schedule constitutes a true, complete and accurate list of each employee primarily engaged in providing services for, or with respect to, the business of the MLP as described in the Registration Statement on Form S-1 (File No. 333-164905) (the “Business”) as of the date no fewer than five Business Days prior to the Effective Time. The Seconded Employees will remain at all times employees of Chesapeake Management but, the Company but in addition, they will also be joint temporary employees of the General Partner MLP GP during the Period of Secondment (as defined below) and shall, subject to Section 2.5, at all times during the Period of Secondment, work under the direction, supervision and control of the General PartnerMLP GP. Chesapeake Management The Company will retain the right to hire or discharge the Seconded Employees with respect to their employment with Chesapeake Management; provided howeverbut, that Chesapeake Management shall consult with the General Partner prior to hiring an individual who will become a Seconded Employee, and will in good faith consider (i) hiring each individual as a Seconded Employee whom the General Partner so requests and (ii) refraining from hiring an individual as a Seconded Employee whom the General Partner desires not to hire. Subject subject to the provisions in Sections 2.2 and 2.5Section 1.2, none of Chesapeake, Chesapeake Management will not have the right to terminate the Secondment to MLP GP or any other Chesapeake Entity will otherwise exercise direction, supervision or control over the Seconded Employees, and Chesapeake and Chesapeake Management shall cause their Affiliates (other than CMV, the General Partner, the MLP and their Subsidiaries) not to exercise direction, supervision or control over the Seconded Employees. For each Seconded Employee, the “Period of Secondment” shall be that period of time as set forth in Section 2.21.2. Seconded Employees shall have no authority or apparent authority to act on behalf of Chesapeake Management or any Chesapeake Entity when they are under the direction, supervision or control of the General Partner Company during the Period of Secondment. The Seconded Employee Schedule sets forth the names of the Seconded EmployeesEmployees seconded by Company, the job functions of the Seconded Employees Employees, and the starting date for the Period of Secondment for each Seconded Employee. Subject to the above proviso and Section 2.4, individuals Individuals may be added to, or removed from or designated as Shared Services Employees on the Seconded Employee Schedule from time to time by the execution by the Parties (other than COI and the Company) of a completed “Addition/Removal/Change of Responsibility of Seconded Employee” form, the form of which is attached to this Agreement as Exhibit B, which will be fully binding on the Parties for all purposes under this Agreement. For the purpose of clarity, the Parties agree that Chesapeake Management may designate any Seconded Employee, other than a Designated Seconded Employee, as a Shared Services Employee on Exhibit B without the necessity Those rights and obligations of the Parties executing Exhibit B. Any under this Agreement that relate to individuals that were on the Seconded Employee Schedule but then later removed from the Seconded Employee Schedule, which rights and obligations accrued before the removal of such designation shall be subject individual, will survive the removal of such individual from the Seconded Employee Schedule to review the extent necessary to enforce such rights and restriction/elimination by the General Partner under Section 2.5obligations.

Seconded Employees. Exhibit A Subject to the terms of this Agreement (Agreement, Anadarko and Occidental agree that the “Seconded Employee Schedule”) sets forth a true, complete and accurate list of each employee (each such employee and each other employee who is subsequently seconded Anadarko Entities will second to the General Partner, and the General Partner in accordance with this Agreementagrees to accept the secondment of, those certain specifically identified individuals (each, a “Seconded Employee” and collectively, the “Seconded Employees”) who, as of listed on a date no later than five Business Days prior to the Effective Time and subject to the terms of this Agreement, Chesapeake Management agrees to second to the General Partner, and the General Partner agrees to accept such secondment, “Seconded Employee Schedule” for the purpose of performing job functions related to the Business Partnership Assets (the “Secondment”). Chesapeake represents The Seconded Employee Schedule, as it may be modified from time to time in accordance with the terms of this Agreement, will be maintained by the Anadarko Entities in accordance with the terms of this Agreement and warrants that, in addition made available to setting forth the names of the Designated Seconded Employees (as defined below), General Partner for inspection upon request. The Parties acknowledge that the Seconded Employee Schedule constitutes a trueSchedule, complete and accurate list of each employee primarily engaged as in providing services for, or with respect to, the business of the MLP as described in the Registration Statement on Form S-1 (File No. 333-164905) (the “Business”) effect as of the date no fewer than five Business Days prior hereof, has been made available by the Anadarko Entities to the Effective TimeGeneral Partner and is agreed among the parties as to both form and substance. The Seconded Employees will remain at all times during the Period of Secondment (as defined below) employees of Chesapeake Management the Anadarko Entities but, in addition, they will also be joint temporary employees of the General Partner during the Period of Secondment (as defined below) and shall, subject to Section 2.5, at all times during the Period of Secondment, work under the direction, supervision and control of the General Partner. Chesapeake Management During the Period of Secondment, the General Partner will retain have the right to hire or direct the Anadarko Entities as to the compensation terms for and to cause the Anadarko Entities to discharge the Seconded Employees with respect to their employment with Chesapeake Management; provided howeverand, that Chesapeake Management shall consult with the General Partner prior to hiring an individual who will become a Seconded Employee, and will in good faith consider (i) hiring each individual as a Seconded Employee whom the General Partner so requests and (ii) refraining from hiring an individual as a Seconded Employee whom the General Partner desires not to hire. Subject subject to the provisions in Sections 2.2 and 2.5Section 1.2, none of Chesapeake, Chesapeake Management or any other Chesapeake Entity Anadarko will otherwise exercise direction, supervision or control over not have the Seconded Employees, and Chesapeake and Chesapeake Management shall right to cause their Affiliates (other than CMV, the Anadarko Entities to terminate the Secondment to the General Partner, the MLP and their Subsidiaries) not to Partner or otherwise exercise direction, supervision or control over the Seconded Employees. For each Seconded Employee, the “Period of Secondment” shall be that period of time as set forth in Section 2.21.2. Seconded Employees shall have no authority or apparent authority to act on behalf of Chesapeake Management or any Chesapeake Entity when they are under the direction, supervision or control of the General Partner Anadarko Entities during the Period of Secondment. The Seconded Employee Schedule sets forth the names of the Seconded EmployeesEmployees seconded by the Anadarko Entities, the job functions of the Seconded Employees and the starting date for the Period of Secondment for each Seconded Employee. Subject to the above proviso and Section 2.4, individuals Individuals may be added to, or removed from or designated as Shared Services Employees on the Seconded Employee Schedule from time to time by the execution by the Parties (other than COI and the Company) of a completed “Addition/Removal/Change of Responsibility of Seconded Employee” form, the form of which is attached to this Agreement as Exhibit BA, which will be fully binding on the Parties for all purposes under this Agreement. For the purpose of clarity, the Parties agree that Chesapeake Management may designate any Seconded Employee, other than a Designated Seconded Employee, as a Shared Services Employee on Exhibit B without the necessity Those rights and obligations of the Parties executing Exhibit B. Any under this Agreement that relate to individuals that were on the Seconded Employee Schedule but then later removed from the Seconded Employee Schedule, which rights and obligations accrued before the removal of such designation individual, will survive the removal of such individual from the Seconded Employee Schedule to the extent necessary to enforce such rights and obligations. The Anadarko Entities shall be subject cause the Seconded Employees to review and restriction/elimination by provide to the General Partner under Section 2.5during the Period of Secondment those services necessary to operate, manage, maintain and report the operations of the Partnership Assets (the “Secondment Services”). During the Period of Secondment, the Anadarko Entities shall be liable and responsible for (and, except as otherwise expressly provided herein, the Partnership Entities shall have no liability or responsibility for) timely payment of wages, and the withholding and payment of all applicable federal, state and local and other taxes as required by applicable law, and provision of benefits to the Seconded Employees. During the Period of Secondment, no Seconded Employee shall be entitled to any compensation, payment, benefit or perquisite directly from the Partnership or any of its subsidiaries (collectively, the “Partnership Entities”), or the general partner of the Partnership (“XXX GP”), including, but not limited to, wages and participation in any employee benefit (whether pension, health and welfare or otherwise) plans sponsored or maintained by the Partnership Entities or XXX GP. Notwithstanding the foregoing, from the date of this Agreement, during the Period of Secondment, the Partnership Entities or XXX GP may, in their sole discretion, award any Seconded Employee equity compensation, subject to such terms and conditions as determined by the Partnership Entities or XXX GP, as applicable, in the Partnership. From the date of this Agreement, during the Period of Secondment, Occidental shall not, and shall cause the Anadarko Entities not to, award any Seconded Employee equity compensation in Occidental or any Anadarko Entity.

Seconded Employees. Exhibit A to this Agreement (the “Seconded Employee Schedule”) sets forth a true, complete and accurate list of each employee (each such employee and each other employee who is subsequently seconded to the General Partner in accordance with this Agreement, a “Seconded Employee” and collectively, the “Seconded Employees”) who, as of a date no later than five Business Days prior to the Effective Time and subject to the terms of this Agreement, Chesapeake Management agrees to second to the General Partner, and the General Partner agrees to accept such secondment, for the purpose of performing job functions related to the Business (the “Secondment”). Chesapeake represents and warrants that, in addition to setting forth the names of the Designated Seconded Employees (as defined below), the Seconded Employee Schedule constitutes a true, complete and accurate list of each employee primarily engaged in providing services for, or with respect to, the business of the MLP as described in the Registration Statement on Form S-1 (File No. 333-164905) (the “Business”) as of the date no fewer than five Business Days prior to the Effective Time. The Seconded Employees will remain at all times employees of Chesapeake Management but, in addition, they will also be joint employees of the General Partner during the Period of Secondment (as defined below) and shall, subject to Section 2.5, at all times during the Period of Secondment, work under the direction, supervision and control of the General Partner. Chesapeake Management will retain the right to hire or discharge the Seconded Employees with respect to their employment with Chesapeake Management; provided however, that Chesapeake Management shall consult with the General Partner prior to hiring an individual who will become a Seconded Employee, and will in good faith consider (i) hiring each individual as a Seconded Employee whom the General Partner so requests and (ii) refraining from hiring an individual as a Seconded Employee whom the General Partner desires not to hire. Subject to the provisions in Sections 2.2 and 2.5, none of Chesapeake, Chesapeake Management or any other Chesapeake Entity will otherwise exercise direction, supervision or control over the Seconded Employees, and Chesapeake and Chesapeake Management shall cause their Affiliates (other than CMV, the General Partner, the MLP and their Subsidiaries) not to exercise direction, supervision or control over the Seconded Employees. For each Seconded Employee, the “Period of Secondment” shall be that period of time as set forth in Section 2.2. Seconded Employees shall have no authority or apparent authority to act on behalf of Chesapeake Management or any Chesapeake Entity when they are under the direction, supervision or control of the General Partner during the Period of Secondment. The Seconded Employee Schedule sets forth the names of the Seconded Employees, the job functions of the Seconded Employees and the starting date for the Period of Secondment for each Seconded Employee. Subject to the above proviso and Section 2.4, individuals may be added to, removed from or designated as Shared Services Employees on the Seconded Employee Schedule from time to time by the execution by the Parties (other than COI and the Company) of a completed “Addition/Removal/Change of Responsibility of Seconded Employee” form, the form of which is attached to this Agreement as Exhibit B, which will be fully binding on the Parties for all purposes under this Agreement. For the purpose of clarity, the Parties agree that Chesapeake Management may designate any Seconded Employee, other than a Designated Seconded Employee, as a Shared Services Employee on Exhibit B without the necessity of the Parties executing Exhibit B. Any such designation shall be subject to review and restriction/elimination by the General Partner under Section 2.5.of

Seconded Employees. Exhibit A to this Agreement The electronic record of all active DCP Midstream employees, maintained by the DCP Midstream Human Resources Department in the electronic database known as the Human Resources Information System (the “Seconded Employee Schedule”) ), sets forth a true, complete and accurate list of each employee (each such employee and each other employee who is subsequently seconded to the General Partner DCP Partners in accordance with this Agreement, a “Seconded Employee” and collectively, the “Seconded Employees”) who, as of a date no later than five Business Days prior to beginning on the Effective Time Date or the date after the Effective Date on which the Seconded Employee is Seconded, and when they are performing duties at DCP Partners assets or facilities or are otherwise working on behalf of DCP Partners, and subject to the terms of this Agreement, Chesapeake Management DCP Midstream agrees to second to the General PartnerDCP Partners, and the General Partner DCP Partners agrees to accept such secondment, for the purpose of performing job functions related to the Business secondment (the “Secondment”). Chesapeake represents and warrants that, in addition to setting forth the names of the Designated Seconded Employees (as defined below), the Seconded Employee Schedule constitutes a true, complete and accurate list of each employee primarily engaged in providing services for, or with respect to, the business of the MLP as described in the Registration Statement on Form S-1 (File No. 333-164905) (the “Business”) as of the date no fewer than five Business Days prior to the Effective Time. The Seconded Employees will remain at all times employees of Chesapeake Management DCP Midstream, but, in addition, when they are performing duties at DCP Partners assets or facilities or are otherwise working on behalf of DCP Partners then they will also be joint employees of the General Partner DCP Partners during the Period of Secondment (as defined below) and shall, subject to Section 2.52.4, at all times during the Period of Secondment, work under the ultimate direction, supervision and control of DCP Partners. Those active employees whose titles in the General PartnerHuman Resources Information System reflect that they serve as supervisors or managers and who are called upon to oversee the work of Seconded Employees working at DCP Partners assets or facilities or to provide management support on behalf of DCP Partners are designated by DCP Partners as supervisors (each, a “DCP Partners Supervisor,” and collectively, “DCP Partners Supervisors,”) to act on the behalf of DCP Partners in directing, supervising, and controlling the Seconded Employees. Chesapeake Management Any Seconded Employee so designated will retain be acting on the behalf of DCP Partners when directing, supervising, or controlling the work of the Seconded Employees or when they are otherwise providing management or executive support on behalf of DCP Partners. DCP Midstream retains the right to hire or discharge the Seconded Employees with respect to their employment with Chesapeake Management; provided however, that Chesapeake Management shall consult with the General Partner prior to hiring an individual who will become a Seconded Employee, and will in good faith consider (i) hiring each individual as a Seconded Employee whom the General Partner so requests and (ii) refraining from hiring an individual as a Seconded Employee whom the General Partner desires not to hireDCP Midstream. Subject to the provisions in Sections 2.2 and 2.52.4, none of Chesapeake, Chesapeake Management DCP Midstream or any other Chesapeake DCP Midstream Entity will otherwise exercise direction, supervision or control over the Seconded Employees, and Chesapeake and Chesapeake Management shall cause their Affiliates (other than CMV, the General Partner, the MLP and their Subsidiaries) not to exercise direction, supervision or control over the Seconded Employees. For each Seconded Employee, the “Period of Secondment” shall be that period of time as set forth in Section 2.2. Seconded Employees shall have no authority or apparent authority to act on behalf of Chesapeake Management or any Chesapeake Entity when they are under the direction, supervision or control of the General Partner during the Period of Secondment. The Seconded Employee Schedule sets forth the names of the Seconded Employees, the job functions of the Seconded Employees and the starting date for the Period of Secondment for each Seconded Employee. Subject to the above proviso and Section 2.42.3, individuals may be added to, to or removed from or designated as Shared Services Employees on the Seconded Employee Schedule from time to time by the execution addition or deletion of such persons in the electronic record of all active DCP Midstream employees, supervisors, managers and executives, maintained by the Parties (other than COI and DCP Midstream Human Resources Department in the Company) electronic database known as the Human Resources Information System, when they are ceasing employment, when they are starting employment, or are performing duties at DCP Partners assets or facilities or are otherwise working on behalf of a completed “Addition/Removal/Change of Responsibility of Seconded Employee” form, the form of which is attached to this Agreement as Exhibit BDCP Partners, which will be fully binding on the Parties for all purposes under this Agreement. For the purpose of clarity, the Parties agree that Chesapeake Management may designate any Seconded Employee, other than a Designated Seconded Employee, as a Shared Services Employee on Exhibit B without the necessity of the Parties executing Exhibit B. Any such designation shall be subject to review and restriction/elimination by the General Partner under Section 2.5.

Seconded Employees. Exhibit A to Notwithstanding anything in this Agreement (the “Seconded Employee Schedule”) sets forth a true, complete and accurate list of each employee (each such employee and each other employee who is subsequently seconded to the General Partner in accordance with this Agreementcontrary, the US Employees and Remaining Employees identified on Schedule 6.4 (each, a “Seconded Employee” and collectively, the “Seconded Employees”) who), as which Schedule 6.4 shall be provided by TDCC to Purchaser after the date of a date no later than five Business Days this Agreement but prior to the Effective Time and subject Closing Date, who otherwise would become Transferred Employees as of the Closing Date shall instead be seconded to Purchaser or an Affiliate of Purchaser in accordance with the terms of this Agreementan applicable seconding agreement, Chesapeake Management agrees to second to substantially in the General Partner, and the General Partner agrees to accept such secondment, for the purpose of performing job functions related to the Business form attached hereto as Exhibit G (the “SecondmentSeconding Agreement”), with such secondments to be effective from the Closing Date up to and including the respective dates set forth in the Seconding Agreement; provided, however, that no secondment period under the Seconding Agreement shall exceed six (6) full calendar months after the Closing Date. Chesapeake represents TDCC expects the number of Seconded Employees to be ten (10) or fewer US Employees and warrants that, Remaining Employees in addition to setting forth the names aggregate. Effective upon the expiration of the Designated Seconded Employee’s secondment period, such Seconded Employee shall transfer to Purchaser or a designated Affiliate of Purchaser in accordance with the provisions of Section 6.1(b) (in the case of Seconded Employees who are US Employees) or Section 6.2(b) (as defined below), in the case of Seconded Employees who are Remaining Employees) and each such Seconded Employee Schedule constitutes who becomes an employee of Purchaser or any of its Affiliates after the Closing shall be a true, complete and accurate list of each employee primarily engaged in providing services for, or with respect to, the business of the MLP as described in the Registration Statement on Form S-1 (File No. 333-164905) (the “Business”) Transferred Employee as of the date no fewer than five Business Days prior to the Effective Time. The Seconded Employees will remain at all times employees of Chesapeake Management but, in addition, they will also be joint employees expiration of the General Partner during the Period Seconded Employee’s secondment period, and any obligations of Secondment (as defined below) Purchaser and shall, subject to Section 2.5, at all times during the Period of Secondment, work under the direction, supervision and control of the General Partner. Chesapeake Management will retain the right to hire or discharge the Seconded Employees its Affiliates hereunder with respect to their employment with Chesapeake Management; provided however, that Chesapeake Management shall consult with the General Partner prior to hiring an individual who will become a Seconded Employee, and will in good faith consider (i) hiring each individual as a any such Seconded Employee whom the General Partner so requests and (ii) refraining from hiring an individual as a shall not commence until such Seconded Employee whom the General Partner desires not to hire. Subject to the provisions in Sections 2.2 and 2.5, none of Chesapeake, Chesapeake Management or any other Chesapeake Entity will otherwise exercise direction, supervision or control over the Seconded Employees, and Chesapeake and Chesapeake Management shall cause their Affiliates (other than CMV, the General Partner, the MLP and their Subsidiaries) not to exercise direction, supervision or control over the Seconded Employees. For each Seconded becomes a Transferred Employee, the “Period of Secondment” shall be that period of time as set forth in Section 2.2. Seconded Employees shall have no authority or apparent authority to act on behalf of Chesapeake Management or any Chesapeake Entity when they are under the direction, supervision or control of the General Partner during the Period of Secondment. The Seconded Employee Schedule sets forth the names of the Seconded Employees, the job functions of the Seconded Employees and the starting date for the Period of Secondment for each Seconded Employee. Subject to the above proviso and Section 2.4, individuals may be added to, removed from or designated as Shared Services Employees on the Seconded Employee Schedule from time to time by the execution by the Parties (other than COI and the Company) of a completed “Addition/Removal/Change of Responsibility of Seconded Employee” form, the form of which is attached to this Agreement as Exhibit B, which will be fully binding on the Parties for all purposes under this Agreement. For the purpose of clarity, the Parties agree that Chesapeake Management may designate any Seconded Employee, other than a Designated Seconded Employee, as a Shared Services Employee on Exhibit B without the necessity of the Parties executing Exhibit B. Any such designation shall be subject to review and restriction/elimination by the General Partner under Section 2.5.