Fill and Sign the Limited Partnership Agreement of Icon Oil Ampamp Gas Fund Secgov Form

5.04[1]a Sample Formula System for Distribution of Earnings to Partners CONFIDENTIAL MEMORANDUM TO: All Partners FROM: Compensation Committee DATE: _____ __, 2000 RE: Partner's Compensation MemorandumThe Compensation Committee had its initial meeting on December ___, 1999. We have agreed to start our work right after the New Year and move ahead swiftly with the expectation we will complete the process by March 1, 2000. The Compensation Committee discussed at length the amount of the "pool" to be made available for distribution to the Partners, in the aggregate. Considerations included: the firm's profitability to date and projected through December 3l; cash on hand; working capital requirements going into 2000; outstanding accounts receivable; the level of activity in the various firm departments and projected for the first half of l999, etc. The Committee has formulated a recommendation to make to the Partnership. There will be a Partnership Meeting on January __, 2000 at 9:00 a.m. to consider the Committee's recommendation as to the size of the total aggregate pool for l999. The Compensation Committee determined basically to follow past procedure in determining year-end compensation for l999 (primarily, allocating the bonus "pool") as follows: In making its Partner compensation recommendations to the Partnership, the Committee will give consideration to the following factors: (1) Collections on each Partner's matters; (2) Each partner's billable dollars (billable time multiplied by billing rate); (3) Acquisition and development of new clients; (4) Development of new work from existing clients and the integration of all clients into the firm as firm clients; (5) Profitability of matters worked on (premium billing, write-offs, write-downs, timeliness of collections); (6) Outstanding contributions to the firm's marketing efforts; (7) Delegation and sharing of work with partners, associates and paralegals; (8) The efficient and able handling of firm management, departmental and committee assignments, and the time devoted to them; (9) Training of associates and paralegals; (10) Management of matters and cases and of the work of other partners, associates and paralegals in an efficient, able and profitable manner; (11) Leadership in public activities demonstrably beneficial to the firm; standing and reputation in the legal community; willingness to work on matters or in areas of the law which are considered important to the firm, but which are not as profitable as other matters or areas; (12) Excellence in quality of legal work giving rise to extraordinary results for the firm. As in prior years, each partner may submit a Memorandum to the Compensation Committee to assist in setting forth any information that each partner believes the Committee should have in making its compensation recommendations. Your Memorandum should address all relevant considerations that you would want the Compensation Committee to be aware of including, but not limited to, participation in Firm administration, profitability of matters worked on, premium bills, timeliness of collections, age, degree of specialized expertise, making the Firm more "visible," equity/non-equity status, pro-bono work, etc. The Compensation Committee already has the information annexed to this Memorandum as Schedule A for this year as well as for the prior three years, regarding each partner's collections, billable dollars (billable time multiplied by billable rate) and responsibility credits though, if you choose, you may highlight any of these items in your Memorandum. If you believe that another partner has been particularly helpful in some respect and you wish to point this out to the Committee, you may do so in your Memorandum. Since it is hoped that your Memorandum would present facts, rather than advocacy, your Memorandum should be two pages or less. The Committee asks that everyone have his or her Memorandum returned to ____________________ by 12:00 p.m. on January ___ , 2000. We need your cooperation to meet our schedule. All such memoranda shall be photocopied and distributed to each member of the Committee. Every Committee member will read every Partner's Memorandum. Starting on January ____ through January ___, each member of the Committee, acting alone and without consultation with any other member of the Committee, will allocate the total available pool among all of the Partners. Each Committee member will submit his recommendations to [Firm Financial Administrator], who will drop the "high" and "low" recommendations for each Partner, and will calculate an average recommended pool allocation to each Partner. At its meeting on January __, the Committee will reconvene to analyze the average recommendations to determine whether any fine tuning or other adjustments should be made to the averages, before the Committee's recommendations are circulated to the Partnership. The Committee's recommendations will be circulated to all Partners. When the recommendations are circulated, the Committee will also schedule a meeting at which the entire Committee will be available to hear suggested modifications from any Partner as to the recommended compensation. Anyone who believes that the Committee may have overlooked something of significance in proposing its recommendations will thus have an opportunity to bring these facts before the Committee. Any person wishing to address the Committee on this subject should first send a written memorandum to the Committee explaining his views before appearing at the Committee meeting. After hearing any Partner suggestions, the Committee will make its "final" recommendation to the Partners for approval by a vote of the Partnership at a Partnership meeting. This Partnership meeting has not yet been scheduled, but will probably be held sometime during the third week of February. Recap of Important Dates: All 1999 billable time (including December time) should be input by January __, 2000, at the latest. Sooner will be preferable. Please send your memo to the Compensation Committee c/o Firm Financial Administrator by January __, 2000. On January __, 2000 at 9:00 a.m., there is a Partnership meeting to consider the Committee's recommendation as to the size of the "pool" available for distribution.