DOUBLE EAGLE PETROLEUM CO
EX-10.4
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>exhibit4.htm
<DESCRIPTION>EX-10.4
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<P align="center" style="font-size: 10pt"><FONT style="font-size: 10pt"><B>EMPLOYMENT AGREEMENT</B></FONT>



<P align="left" style="font-size: 10pt; text-indent: 4%">THIS EMPLOYMENT AGREEMENT (this &#147;Agreement&#148;), effective as of September&nbsp;1, 2008 (&#147;Effective
Date&#148;) is entered into by and between Double Eagle Petroleum Co., a Maryland corporation (the
&#147;Company&#148;), and Robert F. Reiner (&#147;Employee&#148;). The Company and Employee are collectively referred
to as the &#147;Parties&#148;.


<P align="center" style="font-size: 10pt"><B>W I T N E S S E T H:</B>



<P align="left" style="font-size: 10pt; text-indent: 4%">WHEREAS, the Company and Employee entered into that certain Employment Agreement, dated as of
May&nbsp;7, 2008 (the &#147;Original Employment Agreement&#148;);


<P align="left" style="font-size: 10pt; text-indent: 4%">WHEREAS, the Company and Employee desire to terminate the Original Employment Agreement and
enter into this Agreement; and


<P align="left" style="font-size: 10pt; text-indent: 4%">WHEREAS, in order to establish the rights, duties and obligations of the Parties, the Company
and Employee desire to enter into a binding agreement regarding the employment of Employee;


<P align="left" style="font-size: 10pt; text-indent: 4%">NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set
forth herein, the Parties, intending to be legally bound, hereby agree as follows:


<P align="center" style="font-size: 10pt"><B>ARTICLE ONE<BR>
POSITION &#038; DUTIES</B>



<P align="left" style="font-size: 10pt; text-indent: 4%"><B><I>1.1 </I></B><U><B><I>Title</I></B></U><B><I>.</I></B>


<P align="left" style="font-size: 10pt; text-indent: 4%">Employee shall serve as Vice President of Operations of the Company and agrees to perform
services for the Company and such other affiliates of the Company, as described herein.


<P align="left" style="font-size: 10pt; text-indent: 4%"><B><I>1.2 </I></B><U><B><I>Term</I></B></U><B><I>.</I></B>


<P align="left" style="font-size: 10pt; text-indent: 4%">Employee&#146;s employment shall be for an initial term commencing on the Effective Date through
December&nbsp;31, 2009 (the &#147;Term&#148;), subject to the termination provisions herein. Employee hereby
agrees to be engaged by the Company for the Term in such capacity. This Agreement shall
automatically renew for a term of one (1)&nbsp;year unless this Agreement is superseded by a new
agreement, or unless notice of non-renewal is delivered in writing by the Company at least sixty
(60)&nbsp;days prior to the end of the term then in effect, or unless this Agreement is otherwise
terminated pursuant to the provisions hereof. Each renewal agreement shall have a one-year term and
will not include the equity grants set forth in Section&nbsp;2.2. A notice of non-renewal of this
Agreement by the Company to Employee shall give rise to the severance benefits described in
paragraph 3.5 a. below pursuant to the terms and conditions set forth therein, unless the Company
gives notice of termination for cause pursuant to Section&nbsp;3.2 a. and Section&nbsp;3.3 of this Agreement.
If this Agreement is terminated for cause, there are no severance benefits. Bonuses, if any,
shall not be deemed to be accrued or part of any severance package unless and until the Board of
Directors has declared and awarded the particular bonus to the particular Employee.


<P align="left" style="font-size: 10pt; text-indent: 4%"><B><I>1.3 </I></B><U><B><I>Duties and Responsibilities</I></B></U><B><I>.</I></B>


<P align="left" style="font-size: 10pt; text-indent: 4%">Employee shall perform the tasks consistent with the office or position designated herein and
such other reasonable tasks directed by the position&#146;s direct supervisor, by the CEO of the
Company, or by the Board of Directors of the Company. Employee hereby covenants and agrees to
perform the services for which he is hereby retained in good faith and with reasonable diligence in
light of attendant circumstances.


<P align="left" style="font-size: 10pt; text-indent: 4%"><B><I>1.4 </I></B><U><B><I>Performance of Duties</I></B></U><B><I>.</I></B>


<P align="left" style="font-size: 10pt; text-indent: 4%">During the term of the Agreement, except as otherwise approved by the CEO, the Board of
Directors or as provided below, Employee agrees to devote his full business time, effort, skill and
attention to the affairs of the Company and its subsidiaries, will use his best efforts to promote
the interests of the Company, and will discharge his responsibilities in a diligent and faithful
manner, consistent with sound business practices. The foregoing shall not, however, preclude
Employee from devoting reasonable time, attention and energy in connection with other activities,
provided that any such other activities do not interfere with the performance of his duties and
services hereunder and do not conflict with the business interests of the Company, and further
provided that Employee&#146;s participation in those other activities is approved by the Board of
Directors.


<P align="left" style="font-size: 10pt; text-indent: 4%"><B><I>1.5 </I></B><U><B><I>Reporting Location</I></B></U><B><I>.</I></B>


<P align="left" style="font-size: 10pt; text-indent: 4%">For purposes of this Agreement, Employee&#146;s reporting location shall be Casper, Wyoming, which
shall include the metropolitan area within a 60 mile radius from the Company&#146;s current office at
that location.


<P align="center" style="font-size: 10pt"><B>ARTICLE TWO<BR>
COMPENSATION</B>



<P align="left" style="font-size: 10pt; text-indent: 4%"><B><I>2.1 </I></B><U><B><I>Base Salary</I></B></U><B><I>.</I></B>


<P align="left" style="font-size: 10pt; text-indent: 4%">As compensation to Employee for the performance of his duties or obligations under this
Agreement, Company shall pay Employee a base salary (the &#147;Base Salary&#148;) of ONE HUNDRED EIGHTY FIVE
THOUSAND AND NO/100 DOLLARS ($185,000.00) annually, payable, at the election of the Company, in
monthly or semi-monthly installments subject to all federal, state, and municipal withholding
requirements. The Base Salary shall be prorated for any partial calendar month of employment.


<P align="left" style="font-size: 10pt; text-indent: 4%"><B><I>2.2 </I></B><U><B><I>Equity Grants on the Execution Date</I></B></U><B><I>.</I></B>


<P align="left" style="font-size: 10pt; text-indent: 4%">a.&nbsp;Execution Date. As used in this Agreement, the term &#147;Execution Date&#148; shall mean the date
on which both the Company and Employee have delivered (by U.S. mail, hand delivery, electronic mail
or facsimile) a signed copy of this Agreement to the Company.


<P align="left" style="font-size: 10pt; text-indent: 4%">b.&nbsp;Restricted Stock. On the Execution Date, the Company shall grant to Employee <B><I>14,053 </I></B>shares
of the Company&#146;s restricted common stock (the &#147;Restricted Shares&#148;). Twenty percent of the
Restricted Shares shall vest on December&nbsp;31, 2008 and an additional 20% shall vest on December&nbsp;31
of each of the following four years. Except as otherwise set forth in paragraphs 3.1 and 3.5 a.,
if Employee&#146;s employment with the Company terminates for any reason, then any unvested Restricted
Shares will be forfeited by Employee and cancelled by the Company.


<P align="left" style="font-size: 10pt; text-indent: 4%">c.&nbsp;Stock Options. On the Execution Date, the Company shall grant to Employee options (the
&#147;Options&#148;) to purchase <B><I>37,469 </I></B>shares of the Company&#146;s common stock, at an exercise price equal to
the closing price of the Company&#146;s common stock on the NASDAQ Global Select Market as of the
Execution Date. Twenty percent of the Options shall vest, and become exercisable on December&nbsp;31,
2008 and an additional 20% shall vest and become exercisable on December&nbsp;31 of each of the
following four years. The terms of the option plan under which the Options are issued provide that
the Options expire 90&nbsp;days after termination of Employee&#146;s employment for any reason. Otherwise,
the Options will expire seven years from the Execution Date.


<P align="left" style="font-size: 10pt; text-indent: 4%"><B><I>2.3 </I></B><U><B><I>Bonus Awards within Discretion of Board</I></B></U><B><I>.</I></B>


<P align="left" style="font-size: 10pt; text-indent: 4%">In addition to receiving the Base Salary described in Section&nbsp;2.1 and the equity grants
described in Section&nbsp;2.2, Employee may, in the sole discretion of the Board of Directors, be
awarded such cash and/or non-cash bonuses (including stock options, restricted stock or any
combination of cash and non-cash components) from time to time as are approved by the Compensation
Committee of the Board of Directors (the &#147;Compensation Committee&#148;) or by the Board of Directors
directly. The yearly cash bonus target will range between 0% and 35% of the amount of Employee&#146;s
Base Salary paid for that year, unless the Compensation Committee or the Board of Directors
determines otherwise. Any bonus under this Section&nbsp;2.3 will be paid to Employee no later than
March&nbsp;15 of the calendar year following the calendar year during which the bonus was earned.


<P align="left" style="font-size: 10pt; text-indent: 4%"><B><I>2.4 </I></B><U><B><I>Employee Benefit Plans</I></B></U><B><I>.</I></B>


<P align="left" style="font-size: 10pt; text-indent: 4%">During the term of employment hereunder, Employee shall be eligible to participate in any
employee benefit plans provided by the Company on the same basis as other similarly positioned or
titled employees, as such plans may be changed from time to time, in accordance with the provisions
of such plans, including, but not limited to, the Company&#146;s qualified retirement plans and the
Company&#146;s stock incentive plan(s), if any. Employee hereby agrees and acknowledges that nothing in
this Agreement shall guarantee Employee that any employee benefit plan shall be in effect during
the term of his or her employment nor shall it guarantee Employee a right to any grant of stock
options, restricted stock or any other right under any stock incentive plan, or other plan.


<P align="left" style="font-size: 10pt; text-indent: 4%"><B><I>2.5 </I></B><U><B><I>Vacation</I></B></U><B><I>.</I></B>


<P align="left" style="font-size: 10pt; text-indent: 4%">Commencing upon Employee&#146;s employment with the Company, Employee shall accrue, four (4)&nbsp;weeks
of vacation per calendar year, pro-rated proportionally for days worked as compared to the calendar
year accruable days in total. Unused vacation time may be carried over to a subsequent calendar
year; provided, however, that no more than 1.5 times (1.5x) Employee&#146;s authorized annual vacation
allocation may be accrued, at any given time. Additionally, upon termination, Employee shall be
paid for all accrued but unused vacation days.


<P align="center" style="font-size: 10pt"><B>ARTICLE THREE<BR>
TERMINATION OF EMPLOYMENT</B>



<P align="left" style="font-size: 10pt; text-indent: 4%">Employee&#146;s employment with the Company may be terminated as follows:


<P align="left" style="font-size: 10pt; text-indent: 4%"><B><I>3.1 </I></B><U><B><I>Death or Disability</I></B></U><B><I>.</I></B>


<P align="left" style="font-size: 10pt; text-indent: 4%">Upon the death or long-term disability of Employee, this Agreement will automatically
terminate, and Employee (or his heirs in the case of death) will be entitled to receive his or her
Base Salary and benefits as listed above for a period of six (6)&nbsp;months from the Date of
Termination (as defined in Section&nbsp;3.4 below). For purposes of this Agreement, &#147;Disability&#148; shall
mean the absence of Employee from Employee&#146;s duties hereunder on a full-time basis for an aggregate
of 180&nbsp;days within any given period of 270 consecutive days (in addition to any statutorily
required leave of absence and any leave of absence approved by the Company) as a result of the
incapacity of Employee, despite any reasonable accommodation required by law, due to bodily injury
or disease or any other mental or physical illness of Employee.


<P align="left" style="font-size: 10pt; text-indent: 4%">All of Employee&#146;s issued but unexercised or unvested stock options and restricted stock grants
shall become fully vested and exercisable upon Employee&#146;s death or the termination of this
Agreement due to Employee&#146;s long-term disability and the stock options shall remain exercisable
until they are exercised or expire per the terms of the option plan and/or agreement under which
the option or shares were issued to Employee.


<P align="left" style="font-size: 10pt; text-indent: 4%"><B><I>3.2 </I></B><U><B><I>Termination by the Company</I></B></U><B><I>.</I></B>


<P align="left" style="font-size: 10pt; text-indent: 4%">a.&nbsp;Termination for Cause.



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">This Agreement may be terminated for &#147;cause&#148; by the Company immediately, without prior
notice (except as indicated herein below) and without severance pay or severance benefits.
For purposes hereof, &#147;cause&#148; shall mean any of the following events:


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">i.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Any embezzlement or wrongful diversion of funds of the Company or any
affiliate of the Company by Employee;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">ii.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Malfeasance, poor performance as to core or delegated job assignments, in the
opinion of the Board of Directors, or insubordination by Employee in the conduct of
his duties.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">iii.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Failure to observe or strictly adhere to all of the Company policies put into
effect and/or amended from time to time;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">iv.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Abandonment by Employee of his job duties or repeated absences from the
Company-directed tasks which are not otherwise excused by the Company;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">v.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Competing with the Company or otherwise diverting away from the Company
business opportunities intended for the Company or which could reasonably benefit the
Company&#146;s core business;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">vi.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Other material breach of this Agreement by Employee that remains uncured for
a period of at least thirty (30)&nbsp;days following written notice from the Company to
Employee of such alleged breach, which written notice describes in reasonable detail
the nature of such alleged breach; or</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">vii.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Conviction of Employee or the entry of a plea of nolo contendere or
equivalent plea of a felony in a court of competent jurisdiction, or any other crime
or offense involving moral turpitude.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">b.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Reserved</TD>
</TR>

</TABLE>


<P>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">c.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Termination Without Cause</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:4%; font-size: 10pt; text-indent: 4%">Notwithstanding the term provision of this Agreement, the Company may terminate
Employee at any time without &#147;cause&#148;, upon providing written notice to Employee. Upon such
termination, Employee shall have the rights set forth in Section&nbsp;3.5 a. below subject to
the terms and conditions of Sections&nbsp;3.5 e. and 3.5 f.


<P align="left" style="font-size: 10pt; text-indent: 4%">d.&nbsp;Termination for Good Reason


<P align="left" style="font-size: 10pt; text-indent: 8%">Notwithstanding the term provision of this Agreement, Employee may terminate this Agreement
for &#147;good reason&#148; 60&nbsp;days after providing written notice to the Company of the &#147;good reason&#148; if the
written notice is provided within 30&nbsp;days following the good reason event and the &#147;good reason&#148; is
not cured within the 60&nbsp;day period following the notice. &#147;Good reason&#148; shall mean


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">i.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a material breach of this Agreement by the Company, which breach is not cured
within 60&nbsp;days after written notice by Employee to the Company of the breach; or</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">ii.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a material change in reporting location not agreed to by Employee; or</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">iii.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>a material reduction in responsibilities or Base Salary.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 8%">Upon termination by Employee for good reason, Employee shall have the rights set forth in
Section&nbsp;3.5 a. below, subject to the other terms and conditions of Sections&nbsp;3.5 e. and 3.5 f.;
except that if termination by Employee for good reason satisfies the conditions of Section&nbsp;3.5 b.,
then Employee shall have the rights set forth in Section&nbsp;3.5 b., subject to the other terms and
conditions of Section&nbsp;3.5b through 3.5 f. Such a termination shall be deemed to be an involuntary
termination.


<P align="left" style="font-size: 10pt; text-indent: 8%">If the Company enters into litigation with Employee as to whether Employee&#146;s termination
validly qualifies as termination for &#147;good reason,&#148; then Employee will be entitled to continue to
be employed by the Company, at the same rate of salary as prior to Employee&#146;s notice of
termination, until a court has rendered a decision in this matter, or until the parties have
reached a settlement, whichever occurs first.


<P align="left" style="font-size: 10pt; text-indent: 4%"><B><I>3.3 </I></B><U><B><I>Notice of Termination</I></B></U><B><I>.</I></B>


<P align="left" style="font-size: 10pt; text-indent: 4%">Any termination of Employee&#146;s employment hereunder by the Company or by Employee shall be
communicated by a Notice of Termination (as defined below) to the other party hereto. For purposes
of this Agreement, a &#147;Notice of Termination&#148; shall mean a written notice which (a)&nbsp;indicates the
specific termination provision in this Agreement relied upon; (b)&nbsp;in the case of a termination for
disability or termination for cause, sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Employee&#146;s employment under the provision so
indicated; and (c)&nbsp;specifies the Date of Termination (as defined in Section&nbsp;3.4 below). The
failure by the Company or Employee to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of a disability or a termination for cause shall not
waive any right of the Company or Employee hereunder or preclude the Company or Employee from
asserting such fact or circumstance in enforcing the Company&#146;s or Employee&#146;s rights hereunder.


<P align="left" style="font-size: 10pt; text-indent: 4%"><B><I>3.4 </I></B><U><B><I>Date of Termination</I></B></U><B><I>.</I></B>


<P align="left" style="font-size: 10pt; text-indent: 4%">For purposes of this Agreement, the &#147;Date of Termination&#148; shall mean the effective date of
termination of Employee&#146;s employment hereunder, which date shall be (a)&nbsp;if Employee&#146;s employment is
terminated by Employee&#146;s death, the date of Employee&#146;s death; (b)&nbsp;if Employee&#146;s employment is
terminated because of Employee&#146;s disability, the disability Effective Date; (c)&nbsp;if Employee&#146;s
employment is terminated by the Company (or applicable affiliated company) for cause, the date on
which the Notice of Termination is given; and (d)&nbsp;if Employee&#146;s employment is terminated for any
other reason, including the resignation by Employee, the date specified in the Notice of
Termination, which date shall in no event be earlier than the date such notice is given.


<P align="left" style="font-size: 10pt; text-indent: 4%"><B><I>3.5 </I></B><U><B><I>Severance Pay Provisions/Change in Control/Effect of Termination Without Cause by
Company, for good reason by Employee, or Due to Resignation</I></B></U><B><I>.</I></B>



<P align="left" style="margin-left:4%; font-size: 10pt">a. In the event this Agreement is agreed by Employee to be renewed, but is not renewed by
the Company and is not superseded by a new agreement, or is terminated by Company without
&#147;cause,&#148; or is terminated by Employee for &#147;good reason,&#148; then Employee&#146;s sole remedy shall
be limited to recovery by Employee from Company of his or her Base Salary and continuing
health care benefits for a period equal to six (6)&nbsp;months from the date of the expiration
of this Agreement (in the case of termination without cause or for good reason, or
Employee&#146;s agreement to renew combined with the Company&#146;s refusal to renew) or the Date of
Termination of this Agreement. Notwithstanding this Section&nbsp;3.5 a., Employee shall not be
entitled to payment pursuant to this paragraph a. if he is entitled to payment pursuant to
Section&nbsp;3.5 b.



<P align="left" style="margin-left:4%; font-size: 10pt">b. In the event of a Change in Control as defined below, and Employee is terminated without
&#147;cause&#148; during the 12-month period following a Change in Control, or Employee terminates
his employment for &#147;good reason&#148; during the 12-month period following the Change in
Control, then Employee shall be entitled to benefits in the form of a lump sum payment in
the amount equal to his base salary and benefits (not including grants of common stock,
options or other equity) for a period equal to twelve (12)&nbsp;months plus 50% of the total
amount of cash bonuses granted to Employee during the 24&nbsp;months preceding the Change in
Control (the &#147;Change in Control Benefits&#148;). Such payment of the Change in Control Benefits
shall be paid within 30&nbsp;days of the effective termination date of Employee without &#147;cause&#148;
or for &#147;good reason&#148;, as applicable pursuant to Section&nbsp;3.4. The Change in Control
Benefits provided for in this Agreement shall be in lieu of any other severance or
termination pay to which Employee may be entitled under any Company severance or
termination plan, program, practice or arrangement. Employee&#146;s entitlement to any other
compensation or benefits shall be determined in accordance with any Company employee
benefit plans and any other applicable programs, policies and practices then in effect. In
addition, if Employee&#146;s employment is terminated without &#147;cause&#148; during the 12-month period
following a Change in Control, or Employee terminates his employment for &#147;good reason&#148;
during the 12-month period following the Change in Control, then all of Employee&#146;s issued
but unexercised or unvested stock options and restricted stock grants shall become fully
vested, and the unvested stock options shall become exercisable and shall remain
exercisable until they are exercised or expire per the terms of the option plan and/or
agreement under which the options or shares were issued to Employee.



<P align="left" style="margin-left:4%; font-size: 10pt">For the purposes of this Agreement, a Change in Control shall be defined, in accordance
with Section&nbsp;409A of the Internal Revenue Code of 1986, as amended (the &#147;Code&#148;), as the
occurrence of any of the following events:&nbsp;&nbsp;


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">i.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>If any one person, or more than one person acting as a group (as defined in
Code Section&nbsp;409A and Internal Revenue Service (&#147;IRS&#148;) guidance issued thereunder),
acquires ownership of common stock of the Company that, together with stock held by
such person or group, constitutes more than fifty (50)&nbsp;percent of the total fair
market value or total voting power of the common stock of the Company. However, if
any one person or more than one person acting as a group, is considered to own more
than fifty (50)&nbsp;percent of the total fair market value or total voting power of the
common stock of the Company, the acquisition of additional stock by the same person or
persons is not considered to cause a Change in Control, or to cause a change in the
effective control of the Company (within the meaning of Code Section&nbsp;409A and IRS
guidance issued thereunder). An increase in the percentage of common stock owned by
any one person, or persons acting as a group, as a result of a transaction in which
the Company acquires its stock in exchange for property shall be treated as
an&nbsp;acquisition of stock for purposes of this Section. This paragraph applies only when
there is a transfer of stock of the Company (or issuance of stock of the Company) and
stock in such Company remains outstanding after the transaction;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">ii.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>If any one person, or more than one person acting as a group (as determined
in accordance with Code Section&nbsp;409A and IRS guidance thereunder), acquires (or has
acquired during the 12-month period ending on the date of the most recent acquisition
by such person or persons) ownership of common stock of the Company possessing thirty
(30)&nbsp;percent or more of the total voting power of the common stock of the Company;</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">iii.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>If a majority of members on the Company&#146;s Board is replaced during any
12-month period by Directors whose appointment or election is not endorsed by a
majority of the members of the Company&#146;s Board prior to the date of the appointment or
election (provided that for purposes of this paragraph, the term Company refers solely
to the &#147;relevant&#148; Company, as defined in Code Section&nbsp;409A and IRS guidance issued
thereunder), for which no other Company is a majority shareholder; or</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">iv.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>If there is a change in the ownership of a substantial portion of the
Company&#146;s assets, which shall occur on the date that any one person, or more than one
person acting as a group (within the meaning of Code Section&nbsp;409A and IRS guidance
issued thereunder) acquires (or has acquired during the 12-month period ending on the
date of the most recent acquisition by such person or persons) assets from the Company
that have a total gross fair market value equal to or more than forty (40)&nbsp;percent of
the total gross fair market value of all of the assets of the Company immediately
prior to such acquisition or acquisitions. For this purpose, gross fair market value
means the value of the assets of the Company, or the value of the assets being
disposed of, determined without regard to any liabilities associated with such assets.</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:4%; font-size: 10pt">c. In the event that the Change in Control Benefits provided for under Section&nbsp;3.5 b.
constitute &#147;parachute payments&#148; within the meaning of Section&nbsp;280G of the Code, and but for
this Section&nbsp;3.5 c., would be subject to the excise tax imposed by Section&nbsp;4999 of the
Code, then the Change in Control Benefits under Section&nbsp;3.5 b. will be either: (i)
delivered in full, or (ii)&nbsp;delivered as to such lesser extent that would result in no
portion of such Change in Control Benefits being subject to excise tax under Section&nbsp;4999
of the Code, whichever of the foregoing amounts, taking into account the applicable
federal, state and local income taxes and the excise tax imposed by Section&nbsp;4999, results
in the receipt by Employee on an after-tax basis, of the greatest amount of Change in
Control Benefits, notwithstanding that all or some portion of such Change in Control
Benefits may be taxable under Section&nbsp;4999 of the Code; provided, however, that Employee
may elect to receive Change in Control Benefits that would result in no portion of such
Change in Control Benefits being subject to excise tax under Section&nbsp;4999 of the Code even
if such payment would not result in the greatest amount of Change in Control Benefits to
Employee. Unless the Company and Employee otherwise agree in writing, any determination
required under this Section&nbsp;3.5 c. will be made in writing by the Company&#146;s independent
public accountants immediately prior to the Change in Control (the &#147;Accountants&#148;), whose
determination will be conclusive and binding upon Employee and the Company for all
purposes. For purposes of making the calculations required by this Section, the
Accountants may make reasonable assumptions and approximations concerning applicable taxes
and may rely on reasonable, good faith interpretations concerning the application of
Sections&nbsp;280G and 4999 of the Code. The Company and Employee will furnish to the
Accountants such information and documents as the Accountants may reasonably request in
order to make a determination under this Section. The Company will bear all costs the
Accountants may reasonably incur in connection with any calculations contemplated by this
Section. In the event the Accountants determine that this Section requires a reduction in
Employee&#146;s Change in Control Benefits, Employee will be provided the reasonable opportunity
to determine the order in which Change in Control Benefits will be reduced. If Employee
fails to make an appropriate reduction election within the reasonable time period
determined by the Compensation Committee, or the Company&#146;s Board of Directors if no
Compensation Committee exists, in its sole discretion, the order of reduction will be
determined by the Compensation Committee or the Company&#146;s Board of Directors, if
applicable.



<P align="left" style="margin-left:4%; font-size: 10pt">d. If Employee terminates Employee&#146;s employment with the Company by resignation, other than
resignation for &#147;good reason&#148;, such termination shall be without any severance pay or
severance benefits and Employee shall be entitled only to such compensation hereunder that
has accrued as of the Date of Termination.



<P align="left" style="margin-left:4%; font-size: 10pt">e. As a condition and requirement in order to receive any payment pursuant to Section&nbsp;3.5
a. or Section&nbsp;3.5 b. above, Employee must sign and deliver to the Company a full release of
the Company from any claims that Employee may have against the Company, and Employee must
return to the Company all information, documents, records, memoranda, drafts, emails,
notes, data or other non-public information that is recorded in any electronic, audio,
video or other manner that was furnished to Employee or produced by Employee in connection
with Employee&#146;s employment, except for documents relating to compensation or benefits to
which Employee is entitled following Employee&#146;s resignation. Employee also shall be
required to return all other Company property and equipment, including keys and access
cards. The form of release to be signed and delivered by Employee to the Company will be
provided by the Company.



<P align="left" style="margin-left:4%; font-size: 10pt">f. Notwithstanding anything to the contrary contained in this Section&nbsp;3.5, if Employee is a
Specified Employee (as defined herein) on the date of termination and, as a result thereof,
Section&nbsp;409A of the Code and the rules promulgated thereunder would so require, payment of
the severance benefit provided pursuant to Section&nbsp;3.5 a. shall begin on the first day
following the six-month anniversary of the Date of Termination, and, the lump sum payment
of the Change in Control Benefit shall be made on the first day following the six-month
anniversary of the Date of Termination.


<P align="center" style="font-size: 10pt"><B>ARTICLE FOUR<BR>
CONFIDENTIALITY</B>



<P align="left" style="font-size: 10pt; text-indent: 4%"><B><I>4.1 </I></B><U><B><I>Confidentiality</I></B></U><B><I>.</I></B>


<P align="left" style="font-size: 10pt; text-indent: 4%">In consideration of employment by the Company and Employee&#146;s receipt of the salary and other
benefits associated with Employee&#146;s employment, and in acknowledgment that:



<P align="left" style="margin-left:4%; font-size: 10pt">a. the Company is engaged in the oil and gas business,



<P align="left" style="margin-left:4%; font-size: 10pt">b. the Company maintains secret and confidential information,



<P align="left" style="margin-left:4%; font-size: 10pt">c. during the course of Employee&#146;s employment by the Company, such secret or confidential
information may become known to Employee, and



<P align="left" style="margin-left:4%; font-size: 10pt">d. full protection of the Company&#146;s business makes it essential that no employee
appropriate for his or her own use, or disclose, such secret or confidential information,


<P align="left" style="font-size: 10pt">Employee agrees that, during the time of Employee&#146;s employment and for a period of one (1)&nbsp;year
following the termination of Employee&#146;s employment with the Company, Employee will hold in strict
confidence and shall not, directly or indirectly, disclose or reveal to any person, or use for his
own personal benefit or for the benefit of anyone else, any trade secrets, confidential dealings,
or other confidential or proprietary information of any kind, nature, or description (regardless of
whether acquired, learned, obtained, or developed by Employee alone or in conjunction with others)
belonging to or concerning the Company or any of its subsidiaries, except (i)&nbsp;with the prior
written consent of the Company duly authorized by its Board of Directors, (ii)&nbsp;in the course of the
proper performance of Employee&#146;s duties hereunder, (iii)&nbsp;for information (A)&nbsp;that becomes generally
available to the public other than as a result of unauthorized disclosure by Employee or his
affiliates or (B)&nbsp;that becomes available to Employee on a non-confidential basis from a source
other than the Company or its subsidiaries who is not bound by a duty of confidentiality, or other
contractual, legal, or fiduciary obligation, to the Company, or (iv)&nbsp;as required by applicable law
or legal process. Notwithstanding the forgoing, this Section is not intended, nor shall be
construed, to prohibit Employee&#146;s general knowledge, skill and experience or Employee&#146;s inventive
powers.


<P align="left" style="font-size: 10pt; text-indent: 4%"><B><I>4.2 </I></B><U><B><I>Non-Competition</I></B></U><B><I>.</I></B>


<P align="left" style="font-size: 10pt; text-indent: 4%">During Employee&#146;s employment with the Company and for so long as Employee receives any
severance benefit or is receiving any severance amount provided under this Agreement in respect of
the termination of his employment, Employee shall not be engaged as an officer or employee of, or
in any way be associated in a management or ownership capacity with any corporation, company,
partnership or other enterprise or venture that conducts a business in direct competition with the
business of the Company; <I>provided, however</I>, that Employee may own not more than two percent (2%)
of the outstanding securities, or equivalent equity interests, of any class of any corporation,
company, partnership, or other enterprise that is in direct competition with the business of the
Company, which securities are listed on a national securities exchange or traded in the
over-the-counter market. It is expressly agreed that the remedy at law for breach of this covenant
is inadequate and that injunctive relief shall be available to prevent the breach thereof.


<P align="left" style="font-size: 10pt; text-indent: 4%"><B><I>4.3 </I></B><U><B><I>Non-Solicitation</I></B></U><B><I>.</I></B>


<P align="left" style="font-size: 10pt; text-indent: 4%">Employee also agrees that he will not, directly or indirectly, during the term of his
employment or within two (2)&nbsp;years after termination of his employment for any reason, in any
manner, either (a)&nbsp;employ, or permit an entity by which he becomes employed or of which he becomes
a director, to employ, any person who was employed by the Company on the Date of Termination or 45
days prior to the Date of Termination; or (b)&nbsp;encourage, persuade, or induce any other employee of
the Company to terminate his employment, or any person or entity engaged by the Company to
represent it to terminate that relationship without the express written approval of the Company.
It is expressly agreed that the remedy at law for breach of this covenant is inadequate and that
injunctive relief shall be available to prevent the breach thereof.


<P align="left" style="font-size: 10pt; text-indent: 4%"><B><I>4.4 </I></B><U><B><I>Indemnification</I></B></U><B><I>.</I></B>


<P align="left" style="font-size: 10pt; text-indent: 4%">a.&nbsp;In the event Employee was, is or becomes a party to or witness or other participant in, or
is threatened to be made a party to or witness or other participant in, any action, suit or
proceeding by reason of his being or having been an officer of the Company, then the Company shall
indemnify Employee against expenses reasonably incurred and/or liability incurred in connection
with any such action, suit or proceeding, and advance expenses to Employee, to the fullest extent
permitted by the Company&#146;s Articles of Incorporation and bylaws now in effect, by the common law,
by the General Corporation Law of the State of Maryland (the &#147;GCLM&#148;) or other applicable law in
effect on the date hereof, and to any greater extent that the GCLM or applicable law may in the
future from time to time permit. Employee shall be indemnified as soon as practicable but in any
event no later than forty-five (45)&nbsp;days after written demand is presented to the Company by
Employee, and any indemnified amount shall include any and all expenses, judgments, fines,
penalties and amounts paid in settlement (including all interest, assessments and other charges
paid or payable in connection with or in respect of such expenses, judgments, fines, penalties or
amounts paid in settlement) of such action, suit or proceeding for which Employee presents valid
invoices and/or receipts. If so requested by Employee, the Company shall advance to Employee,
within five (5)&nbsp;business days of such request, reasonable expenses (an &#147;Expense Advance&#148;) incurred
in defending any action, suit or proceeding, provided that Employee shall provide valid invoices
and/or receipts for such expenses to be advanced, and further provided that Employee shall execute
and deliver to the Company an undertaking that Employee shall repay to the Company any Expense
Advance if it shall ultimately be determined by a court of competent jurisdiction that Employee is
not entitled to be indemnified.


<P align="left" style="font-size: 10pt; text-indent: 4%">b.&nbsp;i. Upon written demand or other request by Employee for indemnification hereunder, Employee
shall be entitled to such indemnification unless (A)&nbsp;Employee did not act in good faith in a manner
that was reasonable and in the best interests of the Company; (B)&nbsp;Employee&#146;s act or omission was
material to the matter giving rise to the liability and was committed in bad faith or was the
result of active or deliberate dishonesty; (C)&nbsp;Employee actually received an improper personal
benefit in money, property or services; or (D)&nbsp;in the case of a criminal proceeding, Employee had
reasonable cause to believe the act or omission was unlawful.


<P align="left" style="font-size: 10pt; text-indent: 8%">ii.&nbsp;In the event of a settlement before or after any action or suit, indemnification shall be
provided only in connection with such matters covered by settlement as to which the Company is
advised by the Reviewing Party (as defined below) that Employee was not guilty of such fraud or
misconduct as is covered by the provisions of Section&nbsp;4.4 b.i. above.


<P align="left" style="font-size: 10pt; text-indent: 8%">iii.&nbsp;Employee shall not consent to the settlement of any action, suit or proceeding involving
his role as an officer of the Company without first obtaining the Company&#146;s written consent, and
the Company shall not be liable to indemnify Employee for any amounts paid in settlement of any
action, suit or proceeding affected without its written consent, which consent shall not be
unreasonably withheld. The Company shall not be required to obtain the consent of Employee to
settle any action, suit or proceeding that the Company has undertaken to defend if the Company
assumes full and sole responsibility for such settlement and such settlement grants Employee a
complete and unqualified release in respect of any potential liability.


<P align="left" style="font-size: 10pt; text-indent: 4%">c.&nbsp;Promptly after receipt by Employee of notice of the commencement of any action, suit or
proceeding, Employee will, if a claim in respect thereof is to be made against the Company under
this Section&nbsp;4.4, notify the Company in writing of the commencement thereof. The omission by
Employee to so notify the Company will not relieve the Company from any liability that it may have
to Employee under this Section&nbsp;4.4 or otherwise, except to the extent that the Company may suffer
material prejudice by reason of such failure. Notwithstanding any other provision of this Section
4.4, with respect to any such action, suit or proceeding as to which Employee gives notice to the
Company of the commencement thereof:


<P align="left" style="font-size: 10pt; text-indent: 4%">i.&nbsp;The Company will be entitled to participate therein at its own expense.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">ii.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Except as otherwise provided in this Section&nbsp;4.4, to the extent that it may
wish, the Company, jointly with any other indemnifying party similarly notified, shall
be entitled to assume the defense thereof with counsel reasonably satisfactory to
Employee. After notice from the Company to Employee of its election to so assume the
defense thereof, the Company shall not be liable to Employee under this Agreement for
any legal or other expenses subsequently incurred by Employee in connection with the
defense thereof other than reasonable costs of investigation or as otherwise provided
below. Employee shall have the right to employ Employee&#146;s own counsel in such action,
suit or proceeding, but the fees and expenses of such counsel incurred after notice
from the Company of its assumption of the defense thereof shall be at the expense of
Employee unless (A)&nbsp;the employment of counsel by Employee and payment for same by the
Company has been authorized by the Company; (B)&nbsp;Employee shall have reasonably
concluded that there may be a conflict of interest between the Company and Employee in
the conduct of the defense of such action and such determination by Employee shall be
supported by an opinion of counsel, which opinion shall be reasonably acceptable to
the Company; or (C)&nbsp;the Company shall not in fact have employed counsel to assume the
defense of the action, in each of which cases the fees and expenses of counsel shall
be at the expense of the Company. The Company shall not be entitled to assume the
defense of any action, suit or proceeding brought by or on behalf of the Company or as
to which Employee shall have reached the conclusion provided for in clause (B)&nbsp;above.</TD>
</TR>

</TABLE>


<P align="left" style="font-size: 10pt; text-indent: 4%">d.&nbsp;If the Company advances Expense Advances or other funds for indemnification pursuant to
this Section, and, subsequently, indemnification pursuant to this Section is declared unenforceable
by a court of competent jurisdiction, or an independent third party, paid by the Company, that is
reviewing the indemnification set forth herein (the &#147;Reviewing Party&#148;) reasonably determines that
Employee is not entitled to indemnification pursuant to this Section, then Employee shall have the
right to retain the indemnification payments until all appeals of the court&#146;s or the Reviewing
Party&#146;s decision have been exhausted.


<P align="left" style="font-size: 10pt; text-indent: 4%">e.&nbsp;This Agreement shall be binding upon and inure to the benefit of and be enforceable by the
Parties hereto and their respective successors or assigns, including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or substantially all of the
business and/or assets of the Company, spouses, heirs, executors and personal and legal
representatives. This Section&nbsp;4.4 shall continue in effect regardless of whether Employee
continues to serve as an officer or director of the Company or of any other enterprise at the
Company&#146;s request.


<P align="center" style="font-size: 10pt"><B>ARTICLE FIVE<BR>
MISCELLANEOUS</B>



<P align="left" style="font-size: 10pt; text-indent: 4%"><B><I>5.1 </I></B><U><B><I>Time of Essence</I></B></U><B><I>.</I></B>


<P align="left" style="font-size: 10pt; text-indent: 4%">Time is of the essence with respect to this Agreement and same shall be capable of specific
performance without prejudice to any other rights or remedies under law.


<P align="left" style="font-size: 10pt; text-indent: 4%"><B><I>5.2 </I></B><U><B><I>Benefit</I></B></U><B><I>.</I></B>


<P align="left" style="font-size: 10pt; text-indent: 4%">This Agreement shall inure to and be binding upon the undersigned and their respective heirs,
representatives, successors and permitted assigns. This Agreement may not be assigned by either
party without the prior written consent of the other party.


<P align="left" style="font-size: 10pt; text-indent: 4%"><B><I>5.3 </I></B><U><B><I>Governing Law</I></B></U><B><I>.</I></B>


<P align="left" style="font-size: 10pt; text-indent: 4%">This Agreement shall be governed by, and construed in accordance with the laws of the State of
Colorado without resort to any principle of conflict of laws that would require application of the
laws of any other jurisdiction; provided, however, that the Maryland corporate laws shall be
applicable to the rights of Employee as a shareholder with regard to vested Company shares that
Employee may acquire pursuant to this Agreement.


<P align="left" style="font-size: 10pt; text-indent: 4%"><B><I>5.4 </I></B><U><B><I>Counterparts</I></B></U><B><I>.</I></B>


<P align="left" style="font-size: 10pt; text-indent: 4%">This Agreement may be executed in counterparts and via facsimile, each of which shall be
deemed to constitute an original, but all of which together shall constitute one and the same
Agreement. Each such counterpart shall become effective when one counterpart has been signed by
each Party thereto.


<P align="left" style="font-size: 10pt; text-indent: 4%"><B><I>5.5 </I></B><U><B><I>Severability</I></B></U><B><I>.</I></B>


<P align="left" style="font-size: 10pt; text-indent: 4%">In case any one or more of the provisions contained in this Agreement shall for any reason be
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
enforceability shall not affect any other provision hereof, and this Agreement shall be construed
as if such invalid, illegal or enforceable provision had never been contained herein.


<P align="left" style="font-size: 10pt; text-indent: 4%"><B><I>5.6 </I></B><U><B><I>Construction</I></B></U><B><I>.</I></B>


<P align="left" style="font-size: 10pt; text-indent: 4%">Use of the masculine pronoun herein shall be deemed to refer to the feminine and neuter
genders and the use of singular references shall be deemed to include the plural and vice versa, as
appropriate. No inference in favor of or against any Party shall be drawn from the fact that such
Party or such Party&#146;s counsel has drafted any portion of this Agreement.


<P align="left" style="font-size: 10pt; text-indent: 4%"><B><I>5.7 </I></B><U><B><I>Captions for Convenience</I></B></U><B><I>.</I></B>


<P align="left" style="font-size: 10pt; text-indent: 4%">All captions herein are for convenience or reference only and do not constitute part of this
Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.


<P align="left" style="font-size: 10pt; text-indent: 4%"><B><I>5.8 </I></B><U><B><I> No Waiver</I></B></U><B><I>.</I></B>


<P align="left" style="font-size: 10pt; text-indent: 4%">No waiver of or failure to act upon any of the provisions of this Agreement or any right or
remedy arising under this Agreement shall be deemed or shall constitute a waiver of any other
provisions, rights or remedies (whether similar or dissimilar).


<P align="left" style="font-size: 10pt; text-indent: 4%"><B><I>5.9 </I></B><U><B><I> Amendment</I></B></U><B><I>.</I></B>


<P align="left" style="font-size: 10pt; text-indent: 4%">This Agreement may be amended only by a writing signed by all of the Parties hereto.


<P align="left" style="font-size: 10pt; text-indent: 4%"><B><I>5.10 </I></B><U><B><I>Entire Contract</I></B></U><B><I>.</I></B>


<P align="left" style="font-size: 10pt; text-indent: 4%">This Agreement and the documents and instruments referred to herein constitute the entire
contract between the Parties to this Agreement and supersede all other understandings, written or
oral, with respect to the subject matter of this Agreement. The Parties acknowledge and agree that
the Original Employment Agreement shall automatically terminate upon the execution of this
Agreement.


<P align="left" style="font-size: 10pt; text-indent: 4%"><B><I>5.11 </I></B><U><B><I>Notices</I></B></U><B><I>.</I></B>


<P align="left" style="font-size: 10pt; text-indent: 4%">All notices, requests, demands, directions and other communications (&#147;Notices&#148;) concerning
this Agreement shall be in writing and shall be mailed, delivered personally, sent by telecopier or
facsimile, or emailed to Employee at Employee&#146;s address. When mailed, each such Notice shall be
sent by first class, certified mail, return receipt requested, enclosed in a postage prepaid
wrapper, and shall be effective on the fifth business day after it has been deposited in the mail.
When delivered personally, each such Notice shall be effective when delivered to Employee&#146;s
address, provided that it is delivered on a business day and further provided that it is delivered
prior to 5:00 p.m., local time of Employee, on that business day; otherwise, each such Notice shall
be effective on the first business day occurring after the date on which the Notice is delivered.
When sent by email, telecopier or facsimile, each such Notice shall be effective on the day on
which it is sent provided that it is sent on a business day and further provided that it is sent
prior to 5:00 p.m., local time of Employee, on that business day; otherwise, each such Notice shall
be effective on the first business day occurring after the date on which the Notice is sent. Each
Notice shall be addressed to the Party to be notified as shown below:

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="26%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="56%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">(a)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">if to the Company:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Double Eagle Petroleum Co.<BR>
1675 Broadway, Suite&nbsp;2200<BR>
Denver, Colorado 80202<BR>
Facsimile No. (303)794-8451<BR>
Attention: Chief Executive Officer</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">(b)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">if to Employee:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Robert F. Reiner</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="left" style="font-size: 10pt; text-indent: 4%">IN WITNESS WHEREOF, the Parties have set their hands and seals hereunto on the dates set forth
below to be effective as of the Effective Date.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="50%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&#147;Company&#148;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&#147;Employee&#148;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Double Eagle Petroleum Co.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Robert F. Reiner</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">By: /s/ Richard Dole
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By: /s/ Robert F. Reiner</TD>
</TR>
<TR style="font-size: 1px">
    <TD valign="top" style="border-top: 1px solid #000000"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Richard Dole
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Robert F. Reiner</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Chairman of the Board
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Vice President of Operations</TD>
</TR>
<TR valign="bottom" style="font-size: 10pt">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Date of Execution: September&nbsp;4, 2008
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Date of Execution: September&nbsp;4, 2008</TD>
</TR>
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