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NAME: Eric Grimshaw TITLE: Vice president, general counsel and corporate secretary AGE: 49 THE COMPANY: Tulsa, Okla.-based Syntroleum Corp. is a 17-year-old energy technology company coming into its own as several large energy businesses, including Texaco Inc., have licensed its patented process to convert natural gas to a liquid state. Syntroleum’s process — part of an emerging field known as gas-to-liquids (GTL) technology — allows natural gas to be transformed into synthetic crude oil that is clear and clean and that can be refined into synthetic drilling fluids, lubricants and high-grade diesel fuel without harmful environmental sulfurs, aromatics or metals. The company, with a market capitalization of $200 million, went public in 1998 when it acquired SHL Corp., a publicly traded investment company that had a 30 percent stake in Syntroleum. The company had a secondary stock offering in 2000, which the company considered its initial public offering. Syntroleum, which is traded on Nasdaq, employs 130 people. It doesn’t expect substantial positive cash flow until 2003. GRIMSHAW AND HIS DEPARTMENT: When Grimshaw arrived at Syntroleum in July 1997, he was the firm’s first in-house counsel. “I didn’t have a clue how to set up a law department,” he said. Today the department consists of Grimshaw, one other attorney and a part-time patent lawyer. More than 50 percent of the department’s work involves intellectual property. The remainder of the work is divided between contracts (licensing agreements) and corporate finance. The first contract negotiated with Texaco involved protracted negotiations, but it gave the company an idea of what the industry expects. Grimshaw was intimately involved in the Texaco negotiations as outside counsel to Syntroleum. That agreement became a template for granting other licenses. Grimshaw is heavily involved in negotiating Syntroleum’s master agreements with energy companies, under which the terms and conditions for use of the technology are spelled out. These agreements, of which Syntroleum has seven, allows the companies to build a plant anywhere outside the United States. Syntroleum retains the U.S. rights. When a plant is developed, the licensee must then sign a site license, which contains a royalty provision based on the production capacity of the plant, assuming a 20-year life of the plant. Grimshaw also worked on a loan agreement with the Commonwealth of Australia, the proceeds of which will be used to develop a $600 million specialty chemicals plant in West Australia. The Syntroleum process will be used to convert the Australian natural gas reserves into synthetic lubricants and specialty chemicals. The company is also discussing projects with developers in several foreign nations, including Peru, Bolivia, Brazil, Nigeria, Egypt and Qatar. All those discussions require the negotiation and signing of confidentiality agreements. Agreements must also be negotiated with engineering firms and project development companies. Grimshaw, who oversees the legal work from afar, has the job of locating local counsel in foreign countries to handle the local negotiations. He does his own background checks on foreign lawyers and relies on outside counsel for help in that area. In addition, Grimshaw also drew up testing and joint development agreements for Syntroleum’s deals with automakers, including DaimlerChrysler A.G., in developing vehicles that use a super-clean diesel fuel. Corporate governance matters, such as advising the board in setting up agendas properly, also take a portion of Grimshaw’s time. He reviews all of the company’s filings with the Securities and Exchange Commission and public statements. “Our stock is viewed as a sensitive stock. You have to be very, very careful of what you say. I’ve spent a lot of time cutting back the hyperbole,” he said. CHALLENGES: Being part of a “woefully undercapitalized” company — which Grimshaw describes as being “as close to a startup as I ever want to come” — has been an exciting new venture for the veteran of private practice. Key to Grimshaw was being a part of senior management. “I don’t want to be an unseen lawyer cranking out contracts.” Unlike work in a law firm or a large corporate legal department, Grimshaw is almost a one-man band. Because of the fast pace of the company, Grimshaw often finds he has less time to research questions and mull over legal advice. LITIGATION AND IP: Because the company is so young, Syntroleum has been fortunate not to have had anything more contentious than a workers’ compensation case. The company, however, does have more than 100 patents or licensed rights in the United States and in foreign countries. Because GTL technology has been around since 1923, Grimshaw’s job is to make sure the company does not infringe on other patents. Most major oil companies have flirted with the technology and generated hundreds of patents. Indeed, the U.S. Patent Office has a separate category for such technology. All these patents are researched when the company writes a new patent. What’s more, literature must be reviewed on an ongoing basis. Extensive searches also had to be done with respect to the Australian plant to make sure the design did not infringe on another patent. “We say in our SEC filings it’s a risk factor,” he said. “We can’t assume somebody won’t sue us into the Stone Age. It is something we worry about.” OUTSIDE COUNSEL: Baker Botts in Houston is used for general corporate matters, corporate finance and patent work. The company primarily works with partner John D. Geddes. The Los Angeles office of New York-based Milbank, Tweed, Hadley & McCloy is used for the Australian project. Partner Edwin F. Feo handles the work. PET PEEVES: Because Syntroleum is so small, Grimshaw wants to control costs for outside counsel. He becomes quite annoyed when Syntroleum employees working in other countries engage outside counsel without his approval. “I get these bills from lawyers I never heard of. It makes me mad.” ROUTE TO THE TOP: Grimshaw received his bachelor’s degree from the University of Colorado in 1974 and his law degree from the University of Tulsa in 1977. For 20 years, Grimshaw worked at Tulsa’s Pray, Walker, Jackman, Williamson & Marlar. Over the years he practiced all areas of corporate and securities law. He represented venture capital funds and other investment funds, as well as clients involved in intellectual property licensing and technology. His work on the organization and representation of startup companies got him interested in economic development issues. In the early 1990s, he served as chairman of the Oklahoma Private Enterprise Forum. While at Pray Walker, he represented Syntroleum, helping the company raise capital and sell licenses. As the company began to grow, Syntroleum’s founder, Kenneth Agee, spent a year trying to convince Grimshaw to leave private practice and join the company as in-house counsel. “It was like stepping off a 1,000-foot cliff,” said Grimshaw. FAMILY: Born and raised in Tulsa, Grimshaw is married to Karen Clarke, a public relations specialist. They have a daughter, Paige, age 11. LAST BOOK READ: “Americans at War,” by Stephen E. Ambrose.

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