Common use of Duties and Responsibilities of Employee Clause in Contracts

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s business time and attention to the business of the Company and its Affiliates, will act in a manner that Employee reasonably believes is consistent with the best interests of the Company and its Affiliates and will perform with due care Employee’s duties and responsibilities. Employee’s duties will include those normally incidental to the position(s) set forth in Section 1 above of as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or by the Board of Managers of EPE Acquisition (the “Board”) from time to time. Employee agrees not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such activities do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement or conflict with the business and affairs of the Company.

Duties and Responsibilities of Employee. (a) During the Employment PeriodPeriod (as defined below), except as otherwise may be provided in this Agreement, Employee shall devote substantially all of Employee’s full business time time, attention and attention reasonable best efforts to the business of the Company and and, as applicable, its Affiliates, will act in a manner that Employee reasonably believes is consistent with the best interests of subsidiaries (the Company and its Affiliates and will perform with due care Employee’s duties and responsibilitiessubsidiaries are collectively referred to herein as the “Company Group”), as may be requested by the Board from time to time. Employee’s duties will include those lawful duties normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional lawful duties as may be reasonably assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (the “Board”) from time to time, which duties may include providing services to other members of the Company Group in addition to the Company, and which are customary for similarly situated executives of public companies with duties similar to those assigned to Employee. Employee agrees may, without violating this Agreement, (i) as a passive investment, own less than five percent (5%) of the publicly traded securities of any entity in such form or manner as will not to require any services by Employee in the operation of the entities in which such securities are owned, provided that Employee is not a controlling person of, a member of a group that controls, such entity; (ii) engage in any activity that materially interferes charitable and civic activities or, with the performance of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance prior written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve which approval will not be unreasonably withheld, conditioned or delayed, on corporate boards for-profit company boards; or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s engage in other personal and family investmentspassive investment activities, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to the Company Group or conflict competitive with the business and affairs of the Company.Company Group. Notwithstanding the immediately preceding sentence, Employee may continue to serve on the boards of the company(ies), if any, listed on the attached Exhibit B.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall actively engage in the business and affairs of the Company (together with its direct and indirect subsidiaries, the “Company Group”) as may be requested by the Board or the CEO from time to time, devote substantially all such amount of Employee’s business time and attention as is reasonably necessary to manage the business and affairs of the Company and its AffiliatesCompany, which amount of time will act in a manner that Employee reasonably believes is consistent with the best interests constitute substantially all of the Company and its Affiliates and will perform with due care Employee’s business time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (or the “Board”) CEO from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee agrees may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not to require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in any activity that materially interferes charitable and civic activities; (iii) with the performance prior written consent of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employmentBoard, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 passive investment activities; and (iv) engage in passive investments with the prior written consent of the Board, serve on the board of directors of up to two for-profit corporations (collectively, the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such engagements, ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group.

Duties and Responsibilities of Employee. (a) During Employee shall, during the Employment Period, Employee shall devote substantially all of Employee’s best efforts and full business time and attention to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries as may exist from time to time (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of the Company and its Affiliates current and will perform with due care future wholly owned direct and indirect subsidiaries are referred to as the “Company Group”) as may be requested by the CEO from time to time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (the “Board”) CEO from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee agrees not shall report to engage in any activity that materially interferes with the performance of Employee’s duties hereunderCEO. Without limiting the foregoingEmployee may, during the Employment Periodwithout violating this Section 2(a), Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards as a passive investment, own publicly-traded securities in such form or committees (A) listed on Schedule 2(a) hereto manner as will not require any services by Employee in the operation of the entities in which such securities are owned; or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments outside activities provided (the x) such ownership interests or activities referred (including but not limited to in the immediately preceding clauses (imembership on boards of directors of for-profit organizations), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such ownership interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group; and (y) Employee gives written notice to the CEO of any significant outside business activity in which Employee plans to become involved, if such activity is pursued for profit. Notwithstanding the foregoing, Employee will not serve as a member on any Board of Directors (or similar body) of any for-profit organization without first obtaining the express written approval of the CEO. Employee has listed, in Exhibit A attached hereto, a complete list of all such entities and/or organizations that may be implicated by this Section 2, which shall be deemed approved by the CEO.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall report to the Chief Executive Officer of the Company and shall devote substantially all of Employee’s best efforts and full business time and attention (except for permitted paid time off in accordance with Section 6(b) and periods of illness in accordance with the applicable Company policies) to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries as may exist from time to time (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of “Company Group”) as may be requested by the Company and its Affiliates and will perform with due care from time to time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to EmployeeEmployee by the Company from time to time, with which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee may, without it being considered a violation of this Section 2(a): (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in charitable, professional, trade association, community, religious, and civic activities; (iii) attend to Employee’s consent, by any senior officers personal matters and finances; or by (iv) with the Board prior written consent of Managers the board of EPE Acquisition directors of the Company (the “Board”) from time to time. Employee agrees not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employment), engage in any type of consulting other personal and passive investment activities or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Boarda board, (ii) serve on civicin each case, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the Company.Company Group. Employee’s principal place of employment shall be JP3’s Austin, Texas office, subject to reasonable business travel from time to time. (b) Employee hereby represents and warrants that Employee is not the subject of, or a party to, any employment, non-competition, non-solicitation, restrictive covenant or non- disclosure agreement, or any other agreement, obligation, restriction or understanding that would prohibit Employee from executing this Agreement or fully performing each of Employee’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect any of the duties and responsibilities that may now or in the future be assigned to Employee hereunder. Employee expressly acknowledges and agrees that Employee is strictly prohibited from using or disclosing any confidential information belonging to any prior employer in the course of performing services for any member of the Company Group, and Employee promises that Employee shall not do so. Employee shall not introduce documents or other materials containing

Duties and Responsibilities of Employee. (a) During Employee shall, during the Employment Period, Employee shall devote substantially all of Employee’s best efforts and full business time and attention to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries as may exist from time to time (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of the Company and its Affiliates current and will perform with due care future wholly owned direct and indirect subsidiaries are referred to as the “Company Group”) as may be requested by the CEO from time to time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (the “Board”) CEO from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee agrees not shall report to engage in any activity that materially interferes with the performance of Employee’s duties hereunderCEO. Without limiting the foregoingEmployee may, during the Employment Periodwithout violating this Section 2(a), Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards as a passive investment, own publicly-traded securities in such form or committees (A) listed on Schedule 2(a) hereto manner as will not require any services by Employee in the operation of the entities in which such securities are owned; or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments outside activities provided (the x) such activities referred (including but not limited to in the immediately preceding clauses (imembership on boards of directors of for-profit organizations), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such ownership interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group; and (y) Employee gives written notice to the CEO of any significant outside business activity in which Employee plans to become involved, if such activity is pursued for profit. Notwithstanding the foregoing, Employee will not serve as a member on any Board of Directors (or similar body) of any for-profit organization without first obtaining the express written approval of the CEO. Employee has listed, in Exhibit A attached hereto, a complete list of all such entities and/or organizations that may be implicated by this Section 2, which shall be deemed approved by the CEO.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s business time and attention to the business of the Company and its Affiliates, will act in a manner that Employee reasonably believes is consistent with the best interests of the Company and its Affiliates and will perform with due care Employee’s duties and responsibilities. Employee’s duties will include those normally incidental to the position(s) set forth in Section 1 above of as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or by the Board of Managers of EPE Acquisition (the “Board”) from time to time. Employee agrees not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such activities do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement or conflict with the business and affairs of the Company.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s business time and attention to be employed in the business of the Company and its Affiliates, will act in a manner that Employee reasonably believes is his duties and responsibilities shall be consistent with the best interests of duties performed and responsibilities undertaken by Employee pursuant to the Company Prior Employment Agreement and its Affiliates and will perform shall be commensurate with due care Employee’s those duties and responsibilities. Employee’s duties will include those normally incidental to the position(s) set forth in Section 1 above responsibilities of as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or by a Chairman of the Board of Managers of EPE Acquisition (a company engaged in the “Board”) from time to timebusiness engaged in by the Company. Employee agrees not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during the Employment PeriodAs such, Employee will not hold any type shall have primary responsibility for the following strategic and financing activities: mergers and acquisitions, capital raising activities, exploring and sourcing new and related technologies, enhancing stockholder value through continued and growing participation by United States and international institutional investors, and sourcing of outside employment, engage in any type of consulting or otherwise render services executive personnel. Employee's duties and responsibilities shall be subject only to or for any other person, entity or business concern without the advance written approval direction and authority of the BoardBoard of Directors of the Company. In the event that the Company shall hereafter form a subsidiary, unless Employee expressly consents to the contrary, Employee shall hold the office of Chairman of the Board of any subsidiary that is wholly owned by the Company; and in all other cases (i.e., a non-wholly owned subsidiary) the Company shall vote all of its interests in such subsidiary in favor of electing Employee as Chairman of the Board of such subsidiary. Notwithstanding the foregoing, the parties acknowledge it is expressly agreed that until a permanent chief executive officer is identified and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved hired by the BoardCompany's subsidiary, Tamarack Storage Devices, Inc. (ii) serve on civic"Tamarack"), educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 and (iv) engage the Company shall vote all of its interests in passive investments (Tamarack in favor of Employee serving as the activities referred to acting chief executive officer of Tamarack. Employee shall maintain a residence in the immediately preceding clauses New York metropolitan area (i)which, (ii)for purposes of this Agreement, (iiishall be defined as an area within a 50 mile radius of the Company's present executive offices) and (iv) being “Permitted Activities”)shall be available to travel, which the Company acknowledges may be extensive, as the reasonable needs of the business of the Company require; provided, however, that such activities shall be permitted so long as such activities do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement 's residing in Santa Fe, New Mexico, or conflict with the business and affairs otherwise outside of the Companyaforesaid 50 mile radius shall not constitute a breach of the provisions of this Section 2.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall shall: (i) devote substantially all of Employee’s business time and attention to the business of the Company and its AffiliatesAffiliates (as defined below) (collectively, the “Company Group”, which term shall include, for the avoidance of doubt, any subsidiaries or other entities that become Affiliates of the Company from and after the date hereof), as applicable, (ii) will act in a manner that Employee reasonably believes is consistent with the best interests of the Company Group and its Affiliates and (iii) will perform with due care Employee’s duties and responsibilities. Employee’s duties will include those normally incidental to the position(s) set forth in Section 1 above position of Chief Operating Officer, as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board Chief Executive Officer or the board of Managers managers of EPE Acquisition USA Compression Holdings, LLC (the “Board”) from time ), which duties may include, without limitation, providing services to timemembers of the Company Group in addition to the Company. Employee agrees to cooperate fully with the Board and not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during During the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity person or business concern without the advance written approval consent of the Board. Notwithstanding ; provided that the foregoingforegoing shall not preclude Employee from managing private investments, participating in industry and/or trade groups, engaging in volunteer civic, charitable or religious activities, serving on boards of directors of charitable not-for-profit entities or, with the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by consent of the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity which consent is not expressly prohibited by Section 10 and (iv) engage to be unreasonably withheld, serving on the board of directors of other entities, in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so each case as long as such activities activities, individually or in the aggregate, do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement or conflict with the business and affairs of Employee’s responsibilities to the Company.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall shall: devote substantially all of Employee’s business time and attention to the business of the Company and its Affiliatessubsidiaries (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of the “Company and its Affiliates and will perform with due care Employee’s duties and responsibilitiesGroup”), as applicable. Employee’s duties will include those normally incidental to the position(s) set forth in Section 1 above position of Chief Financial Officer, the Company’s policies and procedures, as well as whatever additional duties may be reasonably assigned to Employee, with Employee’s consent, by any senior officers or him by the Board President of Managers of EPE Acquisition the Company (the “BoardPresident”) from time ), which duties may include, without limitation, providing services to timemembers of the Company Group in addition to the Company. Employee agrees shall use his reasonable best efforts in his employment with the Company and provide services for the benefit of the Company; provided, however, that this Agreement shall not to engage prohibit Employee from managing his personal affairs or engaging in charitable or civic activities so long as the management of such affairs or engagement in such activities does not interfere in any activity that materially interferes material respect with the performance of Employee’s duties his responsibilities hereunder. Without limiting the foregoingFurther, Employee may serve as a director of another business or enterprise (whether engaged in for profit or not) during the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such activities do service must not materially interfere in any material respect with the performance of Employee’s duties hereunder and responsibilities under must be first approved by the President, which such approval will not be unreasonably withheld. Employee represents and covenants that he is not the subject of or a party to any employment agreement, non-competition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Employee from executing this Agreement or conflict with that certain Amended and Restated Limited Liability Company Agreement of Three Rivers Natural Resource Holdings LLC (the business “Operating Agreement”), dated as of even date herewith, and affairs of fully performing his duties and responsibilities hereunder or thereunder, or would in any manner, directly or indirectly, limit or affect the Companyduties and responsibilities that may now or in the future be assigned to Employee hereunder.

Duties and Responsibilities of Employee. (a) During Subject to Section 11(b) below, Employee shall, during the Employment Period, Employee shall devote substantially all of Employee’s best efforts and full business time and attention to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries as may exist from time to time (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of the Company and its Affiliates current and will perform with due care future wholly owned direct and indirect subsidiaries are referred to as the “Company Group”) as may be requested by the Board from time to time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (the “Board”) from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee agrees not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoingmay, during the Employment Periodwithout violating this Section 2(a), Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards as a passive investment, own publicly-traded securities in such form or committees (A) listed on Schedule 2(a) hereto manner as will not require any services by Employee in the operation of the entities in which such securities are owned; or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments outside activities provided (the x) such activities referred (including but not limited to in the immediately preceding clauses (imembership on boards of directors of for-profit organizations), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such ownership interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group, and (y) Employee gives written notice to the Board of any significant outside business activity in which Employee plans to become involved, if such activity is pursued for profit. Notwithstanding the foregoing, Employee will not serve as a member on any Board of Directors (or similar body) of any for-profit organization without first obtaining the approval of the Board of Directors. Employee has listed, in Exhibit A attached hereto, a complete list of all such entities and/or organizations that may be implicated by this Section 2, which shall be deemed approved by the Board.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall shall: (i) devote substantially all of Employee’s business time and attention to the business of the Company and its AffiliatesAffiliates (as defined below) (collectively, the “Company Group”, which term shall include, for the avoidance of doubt, any subsidiaries or other entities that become Affiliates of the Company from and after the date hereof), as applicable, (ii) will act in a manner that Employee reasonably believes is consistent with the best interests of the Company Group and its Affiliates and (iii) will perform with due care Employee’s duties and responsibilities. Employee’s duties will include those normally incidental to the position(s) set forth in Section 1 above position of Chief Operating Officer, as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board Chief Executive Officer or the board of Managers directors of EPE Acquisition USA Compression GP, LLC (the “Board”) from time ), which duties may include, without limitation, providing services to timemembers of the Company Group in addition to the Company. Employee agrees to cooperate fully with the Board and not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during During the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity person or business concern without the advance written approval consent of the Board. Notwithstanding ; provided, that the foregoingforegoing shall not preclude Employee from managing private investments, participating in industry and/or trade groups, engaging in volunteer civic, charitable or religious activities, serving on boards of directors of charitable not-for-profit entities or, with the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by consent of the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity which consent is not expressly prohibited by Section 10 and (iv) engage to be unreasonably withheld, serving on the board of directors of other entities, in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so each case as long as such activities activities, individually or in the aggregate, do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement or conflict with the business and affairs of Employee’s responsibilities to the Company.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall shall: (i) devote substantially all of Employee’s business time and attention to the business of the Company and its AffiliatesAffiliates (as defined below) (collectively, the “Company Group”, which term shall include, for the avoidance of doubt, any subsidiaries or other entities that become Affiliates of the Company from and after the date hereof), as applicable, (ii) will act in a manner that Employee reasonably believes is consistent with the best interests of the Company Group and its Affiliates and (iii) will perform with due care Employee’s duties and responsibilities. Employee’s duties will include those normally incidental to the position(s) set forth in Section 1 above position of a Vice President of Human Resources, as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board Chief Executive Officer or the board of Managers directors of EPE Acquisition USA Compression GP, LLC (the “Board”) from time ), which duties may include, without limitation, providing services to timemembers of the Company Group in addition to the Company. Employee agrees to cooperate fully with the Board and not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during During the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity person or business concern without the advance written approval consent of the Board. Notwithstanding ; provided, that the foregoingforegoing shall not preclude Employee from managing private investments, participating in industry and/or trade groups, engaging in volunteer civic, charitable or religious activities, serving on boards of directors of charitable not-for-profit entities or, with the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by consent of the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity which consent is not expressly prohibited by Section 10 and (iv) engage to be unreasonably withheld, serving on the board of directors of other entities, in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so each case as long as such activities activities, individually or in the aggregate, do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement or conflict with the business and affairs of Employee's responsibilities to the Company.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall shall: (i) devote substantially all of Employee’s 's business time and attention to the business of the Company and its AffiliatesAffiliates (as defined below) (collectively, the "Company Group", which term shall include, for the avoidance of doubt, any subsidiaries or other entities that become Affiliates of the Company from and after the date hereof), as applicable, (ii) will act in a manner that Employee reasonably believes is consistent with the best interests of the Company Group and its Affiliates and (iii) will perform with due care Employee’s 's duties and responsibilities. Employee’s 's duties will include those normally incidental to the position(s) set forth in Section 1 above position of a General Counsel, as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board Chief Executive Officer or the board of Managers directors of EPE Acquisition USA Compression GP, LLC (the “"Board”) from time "), which duties may include, without limitation, providing services to timemembers of the Company Group in addition to the Company. Employee agrees to cooperate fully with the Board and not to engage in any activity that materially interferes with the performance of Employee’s 's duties hereunder. Without limiting the foregoing, during During the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity person or business concern without the advance written approval consent of the Board. Notwithstanding ; provided, that the foregoingforegoing shall not preclude Employee from managing private investments, participating in industry and/or trade groups, engaging in volunteer civic, charitable or religious activities, serving on boards of directors of charitable not-for-profit entities or, with the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by consent of the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity which consent is not expressly prohibited by Section 10 and (iv) engage to be unreasonably withheld, serving on the board of directors of other entities, in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so each case as long as such activities activities, individually or in the aggregate, do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement or conflict with the business and affairs of Employee's responsibilities to the Company.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s best efforts and full business time and attention (except for permitted paid time off in accordance with Section 6(b) and periods of illness in accordance with the applicable Company policies) to the business businesses of the Company and its Affiliatesdirect and indirect subsidiaries as may exist from time to time (collectively, will act in a manner that Employee reasonably believes is consistent with the best interests of “Company Group”) as may be requested by the Company and its Affiliates and will perform with due care from time to time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board Company from time to time, which duties and responsibilities may include providing services to other members of Managers the Company Group in addition to the Company. Employee may, without it being considered a violation of EPE Acquisition this Section 0: (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (ii) in or serve such additional professional, civic, trade association, charitable, community, religious or similar types of organizations or speaking engagements as Employee may select; (iii) continue to serve on the boards of directors or similar body of, or as an advisor to, the public and private for-profit businesses and enterprises that are set forth in Schedule 1, attached hereto, or any professional, civic, trade association, charitable, community, religious or other types of organization, in each such case, on which he is serving on the Effective Date or (iv) with the prior written consent of the board of directors of the Company (the “Board”) from time to time. Employee agrees not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employment), engage in any type other personal and passive investment activities, or serve, with the consent of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval Chairman of the Compensation Committee of the Board. Notwithstanding , on the foregoingboard of directors, the parties acknowledge and agree that Employee may (i) serve on corporate boards advisory committee or committees (A) listed on similar body of other public or private for-profit businesses or enterprises, in addition to those set forth in Schedule 2(a) hereto or (B) approved by the Board1, (ii) serve on civic, educational, religious, public interestattached hereto, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to other business activities, in the immediately preceding clauses (i)each case, (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the Company Group in (i) through (iii) do not significantly interfere with the performance of Employee’s responsibilities as Chief Financial Officer. Employee’s principal place of employment shall be the Company’s Houston, Texas office, subject to reasonable business travel from time to time.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall actively engage in the business and affairs of the Company (together with its direct and indirect subsidiaries, the “Company Group”) as may be requested by the Board or the CEO from time to time, devote substantially all such amount of Employee’s business time and attention as is reasonably necessary to manage the business and affairs of the Company and its AffiliatesCompany, which amount of time will act in a manner that Employee reasonably believes is consistent with the best interests constitute substantially all of the Company and its Affiliates and will perform with due care Employee’s business time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (or the “Board”) CEO from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee agrees may, without violating this Section 2(a), (i) as a passive investment, own publicly traded securities in such form or manner as will not to require any services by Employee in the operation of the entities in which such securities are owned; (ii) engage in any activity that materially interferes charitable and civic activities; (iii) with the performance prior written consent of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employmentBoard, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without personal and passive investment activities; (iv) with the advance prior written approval consent of the Board. Notwithstanding , serve on the foregoingboard of directors of up to two for-profit corporations; and (v) with the consent of the Board or the CEO, continue to serve as an advisor to Pana LCE and Energy Capital Ventures (collectively, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such engagements, ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group.

Duties and Responsibilities of Employee. (a) During a)During the Employment Period, Employee shall shall: (i) devote substantially all of Employee’s business time and attention to the business of the Company and its AffiliatesAffiliates (as defined below) (collectively, the “Company Group”, which term shall include, for the avoidance of doubt, any subsidiaries or other entities that become Affiliates of the Company from and after the date hereof), as applicable, (ii) will act in a manner that Employee reasonably believes is consistent with the best interests of the Company Group and its Affiliates and (iii) will perform with due care Employee’s duties and responsibilities. Employee’s duties will include those normally incidental to the position(s) set forth in Section 1 above positions of Vice President, General Counsel and Secretary, as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board board of Managers managers of EPE Acquisition USA Compression Holdings, LLC (the “Board”) from time ), which duties may include, without limitation, providing services to timemembers of the Company Group in addition to the Company. Employee agrees to cooperate fully with the Board and not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during During the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity person or business concern without the advance written approval consent of the Board. Notwithstanding ; provided that the foregoingforegoing shall not preclude Employee from managing private investments, participating in industry and/or trade groups, engaging in volunteer civic, charitable or religious activities, serving on boards of directors of charitable not-for-profit entities or, with the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by consent of the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity which consent is not expressly prohibited by Section 10 and (iv) engage to be unreasonably withheld, serving on the board of directors of other entities, in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so each case as long as such activities activities, individually or in the aggregate, do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement or conflict with the business and affairs of Employee’s responsibilities to the Company.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall shall: (i) devote substantially all of Employee’s business time and attention to the business of the Company and its AffiliatesAffiliates (as defined below) (collectively, the “Company Group”, which term shall include, for the avoidance of doubt, any subsidiaries or other entities that become Affiliates of the Company from and after the date hereof), as applicable, (ii) will act in a manner that Employee reasonably believes is consistent with the best interests of the Company Group and its Affiliates and (iii) will perform with due care Employee’s duties and responsibilities. Employee’s duties will include those normally incidental to the position(s) set forth in Section 1 above position of senior strategic development officer, as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board Chief Executive Officer or the board of Managers directors of EPE Acquisition USA Compression GP, LLC (the “Board”) from time ), which duties may include, without limitation, providing services to timemembers of the Company Group in addition to the Company. Employee agrees to cooperate fully with the Board and not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during During the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity person or business concern without the advance written approval consent of the Board. Notwithstanding ; provided, that the foregoingforegoing shall not preclude Employee from managing private investments, participating in industry and/or trade groups, engaging in volunteer civic, charitable or religious activities, serving on boards of directors of charitable not-for-profit entities or, with the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by consent of the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity which consent is not expressly prohibited by Section 10 and (iv) engage to be unreasonably withheld, serving on the board of directors of other entities, in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so each case as long as such activities activities, individually or in the aggregate, do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement or conflict with the business and affairs of Employee’s responsibilities to the Company.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall devote substantially all of Employee’s best efforts and full business time and attention to the business businesses of Parent and its direct and indirect subsidiaries as may exist from time to time, including the Company (collectively, Parent and its Affiliates, will act in a manner that Employee reasonably believes is consistent with direct and indirect subsidiaries are referred to as the best interests of “Company Group”) as may be requested by Parent or the Company and its Affiliates and will perform with due care from time to time. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth positions identified in Section 1 above of 1, as well as whatever such additional duties as may be reasonably assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (the “Board”) Company from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee agrees not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoingmay, during the Employment Periodwithout violating this Section 2(a), Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards as a passive investment, either make or committees manage personal investments or own publicly traded securities in such form or manner as will not require any services by Employee in the operation of the entities in which such securities are owned; (Aii) listed on Schedule 2(a) hereto engage in charitable and civic activities; or (Biii) engage in those business activities that have been disclosed by Employee in writing to the Board or the Compensation Committee thereof and that have been approved by the BoardBoard or the Compensation Committee, in each case in a writing that identifies this Section 2(a)(iii), provided that in each case under this Section 2(a)(i), (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, and (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i), (ii)such ownership, (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall shall: (i) devote substantially all of Employee’s business time and attention to the business of the Company and its AffiliatesAffiliates (as defined below) (collectively, the “Company Group”, which term shall include, for the avoidance of doubt, any subsidiaries or other entities that become Affiliates of the Company from and after the date hereof), as applicable, (ii) will act in a manner that Employee reasonably believes is consistent with the best interests of the Company Group and its Affiliates and (iii) will perform with due care Employee’s duties and responsibilities. Employee’s duties will include those normally incidental to the position(s) set forth in Section 1 above position of Chief Financial Officer, as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board Chief Executive Officer or the Board, which duties may include, without limitation, providing services to members of Managers of EPE Acquisition (the “Board”) from time Company Group in addition to timethe Company. Employee agrees to cooperate fully with the Board and not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during During the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity person or business concern without the advance written approval consent of the Board. Notwithstanding ; provided that the foregoingforegoing shall not preclude Employee from managing private investments, participating in industry and/or trade groups, engaging in volunteer civic, charitable or religious activities, serving on boards of directors of charitable not-for-profit entities or, with the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by consent of the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity which consent is not expressly prohibited by Section 10 and (iv) engage to be unreasonably withheld, serving on board of directors of other entities, in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so each case as long as such activities activities, individually or in the aggregate, do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement or conflict with the business and affairs of Employee’s responsibilities to the Company.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall shall: (i) devote substantially all of Employee’s business time and attention to the business of the Company and its AffiliatesAffiliates (as defined below) (collectively, the “Company Group”, which term shall include, for the avoidance of doubt, any subsidiaries or other entities that become Affiliates of the Company from and after the date hereof), as applicable, (ii) will act in a manner that Employee reasonably believes is consistent with the best interests of the Company Group and its Affiliates and (iii) will perform with due care Employee’s duties and responsibilities. Employee’s duties will include those normally incidental to the position(s) set forth in Section 1 above position of Chief Operating Officer, as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board Chief Executive Officer or the board of Managers directors of EPE Acquisition USA Compression GP, LLC (the “Board”) from time ), which duties may include, without limitation, providing services to timemembers of the Company Group in addition to the Company. Employee agrees to cooperate fully with the Board and not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during During the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity person or business concern without the advance written approval consent of the Board. Notwithstanding ; provided, that the foregoingforegoing shall not preclude Employee from managing private investments, participating in industry and/or trade groups, engaging in volunteer civic, charitable or religious activities, serving on boards of directors of charitable not‑for‑profit entities or, with the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by consent of the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity which consent is not expressly prohibited by Section 10 and (iv) engage to be unreasonably withheld, serving on the board of directors of other entities, in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so each case as long as such activities activities, individually or in the aggregate, do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement or conflict with the business and affairs of Employee’s responsibilities to the Company.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall actively engage in the business and affairs of the Company (together with its direct and indirect subsidiaries, the “Company Group”) as may be requested by the Board or the CEO from time to time, devote substantially all such amount of Employee’s business time and attention as is reasonably necessary to manage the business and affairs of the Company, which amount of time will constitute substantially all of Employee’s business time. The Company and its Affiliatesagrees that Employee’s primary work location shall be in Wilmette, will act in a manner that Employee reasonably believes is consistent with the best interests of the Company and its Affiliates and will perform with due care Illinois. Employee’s duties and responsibilities. Employee’s duties will responsibilities shall include those normally incidental to the position(s) set forth identified in Section 1 above of 1, as well as whatever such additional duties as may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board of Managers of EPE Acquisition (or the “Board”) CEO from time to time, which duties and responsibilities may include providing services to other members of the Company Group in addition to the Company. Employee agrees not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoingmay, during the Employment Periodwithout violating this Section 2(a), Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards as a passive investment, own publicly traded securities in such form or committees (A) listed on Schedule 2(a) hereto or (B) approved manner as will not require any services by Employee in the Board, operation of the entities in which such securities are owned; (ii) serve on civic, educational, religious, public interest, or engage in charitable boards or committees, and civic activities; (iii) manage Employee’s personal with the consent of the Board or the CEO, continue to serve as an advisor to Pana LCE and family investments, provided that such activity is not expressly prohibited by Section 10 Energy Capital Ventures; and (iv) with the prior written consent of the Board, engage in other personal and passive investments investment activities (collectively, the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such engagements, ownership, interests or activities do not materially interfere with the performance of Employee’s ability to fulfill Employee’s duties and responsibilities under this Agreement and are not inconsistent with Employee’s obligations to any member of the Company Group or conflict competitive with the business and affairs of any member of the CompanyCompany Group.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall shall: (i) devote substantially all of Employee’s business time and attention to the business of the Company and its AffiliatesAffiliates (as defined below) (collectively, the “Company Group”, which term shall include, for the avoidance of doubt, any subsidiaries or other entities that become Affiliates of the Company from and after the date hereof), as applicable, (ii) will act in a manner that Employee reasonably believes is consistent with the best interests of the Company Group and its Affiliates and (iii) will perform with due care Employee’s duties and responsibilities. Employee’s duties will include those normally incidental to the position(s) set forth in Section 1 above positions of Vice President and General Manager Central Region, as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board Chief Executive Officer or the Board, which duties may include, without limitation, providing services to members of Managers of EPE Acquisition (the “Board”) from time Company Group in addition to timethe Company. Employee agrees to cooperate fully with the Board and not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during During the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity person or business concern without the advance written approval consent of the Board. Notwithstanding ; provided that the foregoingforegoing shall not preclude Employee from managing private investments, participating in industry and/or trade groups, engaging in volunteer civic, charitable or religious activities, serving on boards of directors of charitable not-for-profit entities or, with the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by consent of the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity which consent is not expressly prohibited by Section 10 and (iv) engage to be unreasonably withheld, serving on board of directors of other entities, in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so each case as long as such activities activities, individually or in the aggregate, do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement or conflict with the business and affairs of Employee’s responsibilities to the Company.

Duties and Responsibilities of Employee. (a) During the Employment Period, Employee shall shall: (i) devote substantially all of Employee’s business time and attention to the business of the Company and its AffiliatesAffiliates (as defined below) (collectively, the “Company Group”, which term shall include, for the avoidance of doubt, any subsidiaries or other entities that become Affiliates of the Company from and after the date hereof), as applicable, (ii) will act in a manner that Employee reasonably believes is consistent with the best interests of the Company Group and its Affiliates and (iii) will perform with due care Employee’s duties and responsibilities. Employee’s duties will include those normally incidental to the position(s) set forth in Section 1 above positions of Vice President and President Northeast Region as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or Employee by the Board Chief Executive Officer or the Board, which duties may include, without limitation, providing services to members of Managers of EPE Acquisition (the “Board”) from time Company Group in addition to timethe Company. Employee agrees to cooperate fully with the Board and not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during During the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity person or business concern without the advance written approval consent of the Board. Notwithstanding ; provided that the foregoingforegoing shall not preclude Employee from managing private investments, participating in industry and/or trade groups, engaging in volunteer civic, charitable or religious activities, serving on boards of directors of charitable not-for-profit entities or, with the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by consent of the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity which consent is not expressly prohibited by Section 10 and (iv) engage to be unreasonably withheld, serving on board of directors of other entities, in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so each case as long as such activities activities, individually or in the aggregate, do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement or conflict with the business and affairs of Employee’s responsibilities to the Company.