CONCHO RESOURCES INC
EMPLOYMENT AGREEMENT - DARIN G. HOLDERNESS
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<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>h59906exv10w2.htm
<DESCRIPTION>EMPLOYMENT AGREEMENT - DARIN G. HOLDERNESS
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;10.2</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>EMPLOYMENT AGREEMENT</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>THIS EMPLOYMENT AGREEMENT </B>(&#147;Agreement&#148;) is made by and between Concho Resources Inc., a
Delaware corporation (&#147;Company&#148;), and <B>DARIN G. HOLDERNESS </B>(&#147;Executive&#148;).
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>W I T N E S S E T H:</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS</B>, Company desires to employ Executive on the terms and conditions, and for the
consideration, hereinafter set forth and Executive desires to be employed by Company on such terms
and conditions and for such consideration;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>NOW, THEREFORE</B>, for and in consideration of the mutual promises, covenants and obligations
contained herein, Company and Executive agree as follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ARTICLE 1: <u>DEFINITIONS AND INTERPRETATIONS</u></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.1 </B><u><B>Definitions.</B></u>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <B>&#147;Annual Base Salary&#148; </B>shall mean an amount equal to the greater of:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) Executive&#146;s base salary at the annual rate in effect pursuant to Section
4.1 at the date of Executive&#146;s Involuntary Termination;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) Executive&#146;s base salary at the annual rate in effect pursuant to Section
4.1 on the date that is 60&nbsp;days prior to the date of Executive&#146;s Involuntary
Termination; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) Executive&#146;s base salary at the annual rate in effect pursuant to Section
4.1 immediately prior to a Change of Control if Executive&#146;s employment shall be
subject to an Involuntary Termination during the Change of Control Period.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <B>&#147;Board&#148; </B>shall mean the Board of Directors of Company.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <B>&#147;Cause&#148; </B>shall mean Executive (i)&nbsp;has engaged in gross negligence, gross
incompetence or willful misconduct in the performance of Executive&#146;s duties, (ii)&nbsp;has
refused, without proper reason, to perform Executive&#146;s duties, (iii)&nbsp;has materially breached
any material provision of this Agreement or corporate policy or code of conduct established
by Company, (iv)&nbsp;has willfully engaged in conduct which is materially injurious to Company
or its subsidiaries (monetarily or otherwise), (v)&nbsp;has committed an act of fraud,
embezzlement or willful breach of a fiduciary duty to Company or an affiliate (including the
unauthorized disclosure of confidential or proprietary material information of Company or an
affiliate), or (vi)&nbsp;has been convicted of (or pleaded no contest to) a crime involving
fraud, dishonesty or moral turpitude or any felony.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <B>&#147;Change in Duties&#148; </B>shall mean:
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) The occurrence, prior to the date that a Change of Control Period begins or
after the expiration of a Change of Control Period, of any one or more of the
following without the consent of Executive:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) a reduction in the rank of Executive&#146;s title as an officer of
Company from that previously applicable to Executive (it is specifically
agreed that any change in Executive&#146;s position(s) or title(s) with Company
shall not constitute a Change in Duties under this clause unless the rank of
Executive&#146;s title as an officer is reduced in connection with such change
(for example, a reduction in rank from vice president to assistant vice
president));
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) a reduction in Executive&#146;s base salary; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) a material diminution in employee benefits (including but not
limited to medical, dental, life insurance and long-term disability plans)
and perquisites applicable to Executive from those substantially similar to
the employee benefits and perquisites provided by Company (including its
subsidiaries) to similarly situated executives; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) The occurrence, within a Change of Control Period, of any one or more of
the following without the consent of Executive:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) a material reduction in the nature or scope of Executive&#146;s
authorities or duties from those applicable to Executive immediately prior
to the date on which a Change of Control Period begins;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) a reduction in Executive&#146;s base salary from that provided to
Executive immediately prior to the date on which a Change of Control Period
begins;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) a diminution in Executive&#146;s eligibility to participate in bonus,
stock option, incentive award and other compensation plans which provide
opportunities to receive compensation which are the greater of (A)&nbsp;the
opportunities provided by Company (including its subsidiaries) for similarly
situated executives or (B)&nbsp;the opportunities under any such plans under
which Executive was participating immediately prior to the date on which a
Change of Control Period begins;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4) a material diminution in employee benefits (including but not
limited to medical, dental, life insurance and long-term disability plans)
and perquisites applicable to Executive from the greater of (A)&nbsp;the employee
benefits and perquisites provided by Company (including its subsidiaries) to
similarly situated executives or (B)&nbsp;the employee benefits and perquisites
to which Executive was entitled immediately prior to the date on which a
Change of Control Period begins; or
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 6%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5) a change in the location of Executive&#146;s principal place of
employment by Company (including its subsidiaries) by more than 10 miles
from the location where Executive was principally employed immediately prior
to the date on which a Change of Control Period begins.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) <B>&#147;Change of Control&#148; </B>shall mean:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) a merger of Company with another entity, a consolidation involving Company,
or the sale of all or substantially all of the assets of Company to another entity
if, in any such case, (1)&nbsp;the holders of equity securities of Company immediately
prior to such transaction or event do not beneficially own immediately after such
transaction or event equity securities of the resulting entity entitled to 50% or
more of the votes then eligible to be cast in the election of directors generally
(or comparable governing body) of the resulting entity in substantially the same
proportions that they owned the equity securities of Company immediately prior to
such transaction or event or (2)&nbsp;the persons who were members of the Board
immediately prior to such transaction or event shall not constitute at least a
majority of the board of directors of the resulting entity immediately after such
transaction or event;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) the dissolution or liquidation of Company;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) when any person or entity, including a &#147;group&#148; as contemplated by Section
13(d)(3) of the Securities Exchange Act of 1934, other than an Excluded Person
acquires or gains ownership or control (including, without limitation, power to
vote) of more than 50% of the combined voting power of the outstanding securities of
Company; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) as a result of or in connection with a contested election of directors,
the persons who were members of the Board immediately before such election shall
cease to constitute a majority of the Board.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">For purposes of the preceding sentence, (1) &#147;resulting entity&#148; in the context of a
transaction or event that is a merger, consolidation or sale of all or substantially
all assets shall mean the surviving entity (or acquiring entity in the case of an
asset sale) unless the surviving entity (or acquiring entity in the case of an asset
sale) is a subsidiary of another entity and the holders of common stock of Company
receive capital stock of such other entity in such transaction or event, in which
event the resulting entity shall be such other entity, and (2)&nbsp;subsequent to the
consummation of a merger or consolidation that does not constitute a Change of
Control, the term &#147;Company&#148; shall refer to the resulting entity and the term &#147;Board&#148;
shall refer to the board of directors (or comparable governing body) of the
resulting entity.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) <B>&#147;Change of Control Period&#148; </B>shall mean, with respect to a Change of Control, the
two-year period beginning on the date upon which such Change of Control occurs.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) <B>&#147;Code&#148; </B>shall mean the Internal Revenue Code of 1986, as amended.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) <B>&#147;Compensation Committee&#148; </B>shall mean the Compensation Committee of the Board.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) <B>&#147;Disability&#148; </B>shall mean that, as a result of Executive&#146;s incapacity due to physical
or mental illness, Executive shall have been absent from the full-time performance of
Executive&#146;s duties for six consecutive months and Executive shall not have returned to
full-time performance of Executive&#146;s duties within 30&nbsp;days after written notice of
termination is given to Executive by Company (provided, however, that such notice may not be
given prior to 30&nbsp;days before the expiration of such six-month period).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) <B>&#147;Effective Date&#148; </B>shall mean August&nbsp;25, 2008.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) <B>&#147;Excluded Person&#148; </B>means Chase Oil Corporation, Yorktown Partners LLC, and their
respective affiliates. For purposes of this Section&nbsp;1.1(k), (i)&nbsp;an &#147;affiliate&#148; of an entity
means any other person or entity that, directly or indirectly, controls, is controlled by or
is under common control with, such specified entity through one or more intermediaries or
otherwise, and (ii) &#147;control&#148; means, where used with respect to any person or entity, the
possession, directly or indirectly, of the power to direct or cause the direction of the
management and policies of such person or entity, whether through the ownership of voting
securities, by contract or otherwise, and the terms &#147;controlling&#148; and &#147;controlled&#148; have
correlative meanings.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l) <B>&#147;Involuntary Termination&#148; </B>shall mean any termination of Executive&#146;s employment with
Company which:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) does not result from a resignation by Executive (other than a resignation
pursuant to clause (ii)&nbsp;of this Section&nbsp;1.1(l)); or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) results from a resignation by Executive on or before the date which is 60
days after the date upon which Executive receives notice of a Change in Duties;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">provided, however, the term <B>&#147;Involuntary Termination&#148; </B>shall not include a termination for
Cause or any termination as a result of death or Disability.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m) <B>&#147;Monthly Severance Amount&#148; </B>shall mean an amount equal to one-twelfth of Executive&#146;s
Annual Base Salary.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>1.2 </B><U><B>Interpretations</B></U><B>. </B>In this Agreement, unless a clear contrary intention appears, (a)
the words &#147;herein,&#148; &#147;hereof&#148; and &#147;hereunder&#148; and other words of similar import refer to this
Agreement as a whole and not to any particular Article, Section or other subdivision, (b)&nbsp;reference
to any Article or Section, means such Article or Section hereof, (c)&nbsp;the words &#147;including&#148; (and
with correlative meaning &#147;include&#148;) means including, without limiting the generality of any
description preceding such term, and (d)&nbsp;where any provision of this Agreement refers to action to
be taken by either party, or which such party is prohibited from
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">taking, such provision shall be applicable whether such action is taken directly or indirectly
by such party.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ARTICLE 2: <U>EMPLOYMENT AND DUTIES</U></B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.1 </B><U><B>Employment</B></U><B>. </B>Effective as of the Effective Date and continuing for the period of time
set forth in Section&nbsp;3.1, Executive&#146;s employment by Company shall be subject to the terms and
conditions of this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.2 </B><U><B>Positions</B></U><B>. </B>From and after the Effective Date, (a)&nbsp;Executive shall serve as an officer
of Company in the position or positions determined by the Board and (b)&nbsp;Executive shall be employed
by Company or a subsidiary or affiliate of Company. The Board may at any time and from time to
time assign Executive to a different position or positions with Company and cause Executive to be
employed by Company or any subsidiary or affiliate of Company. Employment with a subsidiary or
affiliate of Company pursuant to the preceding sentence shall be considered as employment with
Company for purposes of this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.3 </B><U><B>Duties and Services</B></U><B>. </B>Executive agrees to serve in the positions referred to in
Section&nbsp;2.2 and to perform diligently and to the best of Executive&#146;s abilities the duties and
services appertaining to such offices, as well as such additional duties and services appropriate
to such offices which the parties mutually may agree upon from time to time. Executive&#146;s
employment shall also be subject to the policies maintained and established by Company that are of
general applicability to Company&#146;s executive employees, as such policies may be amended from time
to time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.4 </B><U><B>Other Interests</B></U><B>. </B>Executive agrees, during the period of Executive&#146;s employment by
Company, to devote substantially all of Executive&#146;s business time, energy and best efforts to the
business and affairs of Company and its affiliates and not to engage, directly or indirectly, in
any other business or businesses, whether or not similar to that of Company, except with the
consent of the Board. The foregoing notwithstanding, the parties recognize and agree that
Executive may engage in passive personal investment and charitable activities that do not conflict
with the business and affairs of Company or interfere with Executive&#146;s performance of Executive&#146;s
duties hereunder, which shall be at the sole determination of the Board. As of the date of this
Agreement, the Board has approved the activities set forth on Attachment A to this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>2.5 </B><U><B>Duty of Loyalty</B></U><B>. </B>Executive acknowledges and agrees that Executive owes a fiduciary
duty of loyalty to act at all times in the best interests of Company. In keeping with such duty,
Executive shall make full disclosure to Company of all business opportunities pertaining to
Company&#146;s business and shall not appropriate for Executive&#146;s own benefit business opportunities
concerning Company&#146;s business.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ARTICLE 3: </B><U><B>TERM AND TERMINATION OF EMPLOYMENT</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.1 </B><U><B>Term</B></U><B>. </B>Unless sooner terminated pursuant to other provisions hereof, Company agrees to
employ Executive for the period beginning on the Effective Date and ending on the third anniversary
of the Effective Date (the <B>&#147;Initial Expiration Date&#148;</B>); provided, however, that beginning on the
Initial Expiration Date, and on each anniversary of the Initial Expiration Date
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">thereafter, if Executive&#146;s employment under this Agreement has not been terminated pursuant to
Section&nbsp;3.2 or 3.3, then said term of employment shall automatically be extended for an additional
one-year period unless on or before the date that is 90&nbsp;days prior to the first day of any such
extension period either party shall give written notice to the other that no such automatic
extension shall occur.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.2 </B><U><B>Company&#146;s Right to Terminate</B></U><B>. </B>Notwithstanding the provisions of Section&nbsp;3.1, Company
shall have the right to terminate Executive&#146;s employment under this Agreement at any time for any
of the following reasons:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) upon Executive&#146;s death;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) upon Executive&#146;s Disability;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) for Cause; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) at any time, for any other reason whatsoever, in the sole discretion of the Board;
provided, however, that Company may not terminate Executive&#146;s employment pursuant to this
Section&nbsp;3.2(d) prior to the date that is four months after the Effective Date.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.3 </B><U><B>Executive&#146;s Right to Terminate</B></U><B>. </B>Notwithstanding the provisions of Section&nbsp;3.1
Executive shall have the right to terminate Executive&#146;s employment under this Agreement for any of
the following reasons:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) as a result of a Change in Duties; provided, however, that prior to Executive&#146;s
termination as a result of a Change in Duties, Executive must give written notice to Company
of the specific occurrence that resulted in the Change in Duties and such occurrence must
remain uncorrected for 10&nbsp;days following such written notice; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) at any time for any other reason whatsoever, in the sole discretion of Executive.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.4 </B><U><B>Notice of Termination</B></U><B>. </B>If Company desires to terminate Executive&#146;s employment
hereunder at any time prior to expiration of the term of employment as provided in Section&nbsp;3.1, it
shall do so by giving written notice to Executive that it has elected to terminate Executive&#146;s
employment hereunder and stating the effective date and reason for such termination, provided that
no such action shall alter or amend any other provisions hereof or rights arising hereunder. If
Executive desires to terminate Executive&#146;s employment hereunder at any time prior to expiration of
the term of employment as provided in Section&nbsp;3.1, Executive shall do so by giving a 30-day written
notice to Company that Executive has elected to terminate Executive&#146;s employment hereunder and
stating the effective date and reason for such termination, provided that no such action shall
alter or amend any other provisions hereof or rights arising hereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.5 </B><U><B>Deemed Resignations</B></U><B>. </B>Any termination of Executive&#146;s employment shall constitute an
automatic resignation of Executive as an officer of Company and each affiliate of Company, and an
automatic resignation of Executive from the Board (if applicable) and from the
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">board of directors or similar governing body of any affiliate of Company and from the board of
directors or similar governing body of any corporation, limited liability company or other entity
in which Company or any affiliate holds an equity interest and with respect to which board or
similar governing body Executive serves as Company&#146;s or such affiliate&#146;s designee or other
representative.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ARTICLE 4: </B><U><B>COMPENSATION AND BENEFITS</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.1 </B><U><B>Base Salary</B></U><B>. </B>During the period of this Agreement, Executive shall receive a minimum
base salary of $250,000 per annum. Executive&#146;s base salary may, in the sole discretion of the
Compensation Committee, be increased, but not decreased, effective as of any date determined by the
Compensation Committee. Executive&#146;s base salary shall be paid in equal installments in accordance
with Company&#146;s standard policy regarding payment of compensation to executives but no less
frequently than monthly.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.2 </B><U><B>Bonuses</B></U><B>. </B>Executive shall be eligible to participate in Company&#146;s annual cash
incentive plan as approved from time to time by the Board or the Compensation Committee in amounts
to be determined by the Compensation Committee based upon criteria established by the Compensation
Committee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.3 </B><U><B>Other Perquisites</B></U><B>. </B>During Executive&#146;s employment hereunder, Executive shall be
afforded the following benefits as incidences of Executive&#146;s employment:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <B>Business and Entertainment Expenses </B>- Subject to Company&#146;s standard policies and
procedures with respect to expense reimbursement as applied to its executive employees
generally, Company shall reimburse Executive for, or pay on behalf of Executive, reasonable
and appropriate expenses incurred by Executive for business related purposes, including dues
and fees to industry and professional organizations and costs of entertainment and business
development.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <B>Other Company Benefits </B>- Executive and, to the extent applicable, Executive&#146;s
spouse, dependents and beneficiaries, shall be allowed to participate in all benefits, plans
and programs, including improvements or modifications of the same, which are now, or may
hereafter be, available to other executive employees of Company. Such benefits, plans and
programs shall include, without limitation, any profit sharing plan, thrift plan, health
insurance or health care plan, life insurance, disability insurance, pension plan,
supplemental retirement plan, vacation and sick leave plan, and the like which may be
maintained by Company. Company shall not, however, by reason of this paragraph be obligated
to institute, maintain, or refrain from changing, amending, or discontinuing, any such
benefit plan or program, so long as such changes are similarly applicable to executive
employees generally.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ARTICLE 5: </B><U><B>EFFECT OF TERMINATION ON COMPENSATION; ADDITIONAL PAYMENTS</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.1 </B><U><B>Termination Other Than an Involuntary Termination</B></U><B>. </B>If Executive&#146;s employment
hereunder shall terminate upon expiration of the term provided in Section&nbsp;3.1 because either party
has provided the notice contemplated in such Section, or if Executive&#146;s
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">employment hereunder shall terminate for any other reason except those described in Sections
5.2 and 5.3, then all compensation and all benefits to Executive hereunder shall continue to be
provided until the date of such termination of employment and such compensation and benefits shall
terminate contemporaneously with such termination of employment.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.2 </B><U><B>Involuntary Termination Other Than During a Change of Control Period</B></U><B>. </B>Subject to the
provisions of Sections&nbsp;5.5, 5.6 and 5.7, if Executive&#146;s employment by Company or any subsidiary
thereof or successor thereto shall be subject to an Involuntary Termination which occurs prior to
the date that a Change of Control Period begins or after the expiration of a Change of Control
Period, then Company shall, as additional compensation for services rendered to Company (including
its subsidiaries), pay to Executive the following amounts and take the following actions:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) pay Executive the Monthly Severance Amount on the last day of each month throughout
the 12-month period commencing on the date of such Involuntary Termination; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) during the portion, if any, of the 12-month period commencing on the date of such
Involuntary Termination that Executive is eligible to elect and elects to continue coverage
for himself and his eligible dependents under Company&#146;s or a subsidiary&#146;s group health
plans, as applicable, under the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended, and/or Sections&nbsp;601 through 608 of the Employee Retirement Income Security Act of
1974, as amended, Company shall promptly reimburse Executive on a monthly basis for the
difference between the amount Executive pays to effect and continue such coverage and the
employee contribution amount that active senior executive employees of Company pay for the
same or similar coverage under such group health plans.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.3 </B><U><B>Involuntary Termination During a Change of Control Period</B></U><B>. </B>Subject to the provisions
of Section&nbsp;5.5, 5.6 and 5.7, if Executive&#146;s employment by Company or any subsidiary thereof or
successor thereto shall be subject to an Involuntary Termination during a Change of Control Period,
then Company shall, as additional compensation for services rendered to Company (including its
subsidiaries), pay to Executive the following amounts and take the following actions:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) (i)&nbsp;if the Change of Control relating to such Change of Control Period constitutes
a change in control event (as defined in Treasury regulation section 1.409A-3(i)(5)), pay
Executive a lump sum cash payment in an amount equal to two times Executive&#146;s Annual Base
Salary on or before the fifth day after the last day of Executive&#146;s employment with Company,
or (ii)&nbsp;if the Change of Control relating to such Change of Control Period does not
constitute a change in control event (as defined in Treasury regulation section
1.409A-3(i)(5)), pay Executive an amount equal to two times the Monthly Severance Amount on
the last day of each month throughout the 12-month period commencing on the date of such
Involuntary Termination;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) cause any and all outstanding options to purchase common stock of Company held by
Executive to be fully vested and to become immediately exercisable in
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">full and cause any and all shares of restricted shares of Company&#146;s common stock held
by Executive to become immediately nonforfeitable; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) during the portion, if any, of the 18-month period commencing on the date of such
Involuntary Termination that Executive is eligible to elect and elects to continue coverage
for himself and his eligible dependents under Company&#146;s or a subsidiary&#146;s group health
plans, as applicable, under the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended, and/or Sections&nbsp;601 through 608 of the Employee Retirement Income Security Act of
1974, as amended, Company shall promptly reimburse Executive on a monthly basis for the
difference between the amount Executive pays to effect and continue such coverage and the
employee contribution amount that active senior executive employees of Company pay for the
same or similar coverage under such group health plans.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.4 </B><U><B>Interest on Late Payments</B></U><B>. </B>If any payment provided for in Section&nbsp;5.2 or Section&nbsp;5.3
hereof is not made when due (applying the deferred payment date provided for in Section&nbsp;5.7 as the
due date, if applicable), then Company shall pay to Executive interest on the amount payable from
the date that such payment should have been made under such Section until such payment is made,
which interest shall be calculated at the prime or base rate of interest announced by JPMorgan
Chase Bank (or any successor thereto) at its principal office in New York, and shall change when
and as any such change in such prime or base rate shall be announced by such bank.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.5 </B><U><B>Parachute Payments</B></U><B>. </B>Notwithstanding anything to the contrary in this Agreement, if
Executive is a &#147;disqualified individual&#148; (as defined in Section&nbsp;280G(c) of the Code), and the
benefits provided for in this Article, together with any other payments and benefits which
Executive has the right to receive from Company and its affiliates, would constitute a &#147;parachute
payment&#148; (as defined in Section&nbsp;280G(b)(2) of the Code), then the benefits provided hereunder
(beginning with any benefit to be paid in cash hereunder) shall be either (1)&nbsp;reduced (but not
below zero) so that the present value of such total amounts and benefits received by Executive from
Company will be one dollar ($1.00) less than three times Executive&#146;s &#147;base amount&#148; (as defined in
Section&nbsp;280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by
Executive shall be subject to the excise tax imposed by Section&nbsp;4999 of the Code or (2)&nbsp;paid in
full, whichever produces the better net after-tax position to Executive (taking into account any
applicable excise tax under Section&nbsp;4999 of the Code and any other applicable taxes). The
determination as to whether any such reduction in the amount of the benefits provided hereunder is
necessary shall be made by the Compensation Committee in good faith. If a reduced cash payment is
made and through error or otherwise that payment, when aggregated with other payments and benefits
from Company (or its affiliates) used in determining if a &#147;parachute payment&#148; exists, exceeds one
dollar ($1.00) less than three times Executive&#146;s base amount, then Executive shall immediately
repay such excess to Company upon notification that an overpayment has been made. Nothing in this
Section&nbsp;5.5 shall require Company to be responsible for, or have any liability or obligation with
respect to, Executive&#146;s excise tax liabilities under Section&nbsp;4999 of the Code.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.6 </B><U><B>Release and Full Settlement</B></U><B>. </B>As a condition to the receipt of any severance
compensation and benefits under this Agreement, Executive must first execute a release and
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">agreement, in a form reasonably satisfactory to Company, which (1)&nbsp;shall release and discharge
Company and its affiliates, and their officers, directors, employees and agents from any and all
claims or causes of action of any kind or character, including but not limited to all claims or
causes of action arising out of Executive&#146;s employment with Company or its affiliates or the
termination of such employment, and (2)&nbsp;must be effective and irrevocable within 55&nbsp;days after the
termination of Executive&#146;s employment. If Executive is entitled to and receives the benefits
provided hereunder, performance of the obligations of Company hereunder will constitute full
settlement of all claims that Executive might otherwise assert against Company on account of
Executive&#146;s termination of employment.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.7 </B><U><B>Payments Subject to Section&nbsp;409A of the Code</B></U><B>. </B>Notwithstanding the foregoing provisions of
this Article&nbsp;5, if the payment of any severance compensation or severance benefits under this
Agreement would be subject to additional taxes and interest under Section&nbsp;409A of the Code because
the timing of such payment is not delayed as provided in Section&nbsp;409A(a)(2)(B) of the Code, then
any such payments that Executive would otherwise be entitled to during the first six months
following the date of Executive&#146;s termination of employment shall be accumulated and paid on the
date that is six months after the date of Executive&#146;s termination of employment (or if such payment
date does not fall on a business day of Company, the next following business day of Company), or
such earlier date upon which such amount can be paid under Section&nbsp;409A of the Code without being
subject to such additional taxes and interest. Executive hereby agrees to be bound by Company&#146;s
determination of its &#147;specified employees&#148; (as such term is defined in Section&nbsp;409A of the Code) in
accordance with any of the methods permitted under the regulations issued under Section&nbsp;409A of the
Code. The provisions of this Section&nbsp;5.7 shall also apply, to the extent required under Section
409A of the Code, to any payment of the Monthly Severance Amount to Executive pursuant to Section
7.1(b).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.8 </B><U><B>Liquidated Damages</B></U><B>. </B>In light of the difficulties in estimating the damages for an
early termination of Executive&#146;s employment under this Agreement, Company and Executive hereby
agree that the payments, if any, to be received by Executive pursuant to this Article&nbsp;5 shall be
received by Executive as liquidated damages.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>5.9 </B><U><B>Other Benefits</B></U><B>. </B>This Agreement governs the rights and obligations of Executive and
Company with respect to Executive&#146;s base salary and certain perquisites of employment. Except as
expressly provided herein, Executive&#146;s rights and obligations both during the term of his
employment and thereafter with respect to stock options, restricted stock, incentive and deferred
compensation, life insurance policies insuring the life of Executive, and other benefits under the
plans and programs maintained by Company shall be governed by the separate agreements, plans and
other documents and instruments governing such matters.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ARTICLE 6: </B><U><B>PROTECTION OF CONFIDENTIAL INFORMATION</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.1 </B><U><B>Disclosure to and Property of Company</B></U><B>. </B>All information, designs, ideas, concepts,
improvements, product developments, discoveries and inventions, whether patentable or not, that are
conceived, made, developed or acquired by Executive, individually or in conjunction with others,
during the period of Executive&#146;s employment by Company (whether during business hours or otherwise
and whether on Company&#146;s premises or otherwise) that relate to Company&#146;s (or any of its
affiliates&#146;) business, trade secrets, products or services (including,
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">without limitation, all such information relating to corporate opportunities, product
specification, compositions, manufacturing and distribution methods and processes, research,
financial and sales data, pricing terms, evaluations, opinions, interpretations, acquisitions
prospects, the identity of customers or their requirements, the identity of key contacts within the
customer&#146;s organizations or within the organization of acquisition prospects, marketing and
merchandising techniques, business plans, computer software or programs, computer software and
database technologies, prospective names and marks) (collectively, &#147;<B>Confidential Information</B>&#148;)
shall be disclosed to Company and are and shall be the sole and exclusive property of Company (or
its affiliates). Moreover, all documents, videotapes, written presentations, brochures, drawings,
memoranda, notes, records, files, correspondence, manuals, models, specifications, computer
programs, E-mail, voice mail, electronic databases, maps, drawings, architectural renditions,
models and all other writings or materials of any type embodying any of such information, ideas,
concepts, improvements, discoveries, inventions and other similar forms of expression
(collectively, &#147;<B>Work Product</B>&#148;) are and shall be the sole and exclusive property of Company (or its
affiliates). Upon Executive&#146;s termination of employment with Company, for any reason, Executive
promptly shall deliver such Confidential Information and Work Product, and all copies thereof, to
Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.2 </B><U><B>Disclosure to Executive</B></U><B>. </B>Company has and will disclose to Executive, or place
Executive in a position to have access to or develop, Confidential Information and Work Product of
Company (or its affiliates); and/or has and will entrust Executive with business opportunities of
Company (or its affiliates); and/or has and will place Executive in a position to develop business
good will on behalf of Company (or its affiliates). Executive agrees to preserve and protect the
confidentiality of all Confidential Information or Work Product of Company (or its affiliates).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.3 </B><U><B>No Unauthorized Use or Disclosure</B></U><B>. </B>Executive agrees that he will not, at any time
during or after Executive&#146;s employment by Company, make any unauthorized disclosure of, and will
prevent the removal from Company premises of, Confidential Information or Work Product of Company
(or its affiliates), or make any use thereof, except in the carrying out of Executive&#146;s
responsibilities during the course of Executive&#146;s employment with Company. Executive shall use
commercially reasonable efforts to cause all persons or entities to whom any Confidential
Information shall be disclosed by him hereunder to observe the terms and conditions set forth
herein as though each such person or entity was bound hereby. Executive shall have no obligation
hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof
is specifically required by law; provided, however, that in the event disclosure is required by
applicable law, Executive shall provide Company with prompt notice of such requirement prior to
making any such disclosure, so that Company may seek an appropriate protective order. At the
request of Company at any time, Executive agrees to deliver to Company all Confidential Information
that he may possess or control. Executive agrees that all Confidential Information of Company
(whether now or hereafter existing) conceived, discovered or made by him during the period of
Executive&#146;s employment by Company exclusively belongs to Company (and not to Executive), and
Executive will promptly disclose such Confidential Information to Company and perform all actions
reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates of
Company shall be third party beneficiaries of Executive&#146;s obligations under this Article&nbsp;6. As a
result of Executive&#146;s employment by Company, Executive may also from time to time have access to,
or knowledge of, Confidential
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Information or Work Product of third parties, such as customers, suppliers, partners, joint
venturers, and the like, of Company and its affiliates. Executive also agrees to preserve and
protect the confidentiality of such third party Confidential Information and Work Product to the
same extent, and on the same basis, as Company&#146;s Confidential Information and Work Product.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.4 </B><U><B>Ownership by Company</B></U><B>. </B>If, during Executive&#146;s employment by Company, Executive creates
any work of authorship fixed in any tangible medium of expression that is the subject matter of
copyright (such as videotapes, written presentations, or acquisitions, computer programs, E-mail,
voice mail, electronic databases, drawings, maps, architectural renditions, models, manuals,
brochures, or the like) relating to Company&#146;s business, products, or services, whether such work is
created solely by Executive or jointly with others (whether during business hours or otherwise and
whether on Company&#146;s premises or otherwise), including any Work Product, Company shall be deemed
the author of such work if the work is prepared by Executive in the scope of Executive&#146;s
employment; or, if the work is not prepared by Executive within the scope of Executive&#146;s employment
but is specially ordered by Company as a contribution to a collective work, as a part of a motion
picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, or
as an instructional text, then the work shall be considered to be work made for hire and Company
shall be the author of the work. If such work is neither prepared by Executive within the scope of
Executive&#146;s employment nor a work specially ordered that is deemed to be a work made for hire, then
Executive hereby agrees to assign, and by these presents does assign, to Company all of Executive&#146;s
worldwide right, title, and interest in and to such work and all rights of copyright therein.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.5 </B><U><B>Assistance by Executive</B></U><B>. </B>During the period of Executive&#146;s employment by Company and
thereafter, Executive shall assist Company and its nominee, at any time, in the protection of
Company&#146;s (or its affiliates&#146;) worldwide right, title and interest in and to Work Product and the
execution of all formal assignment documents requested by Company or its nominee and the execution
of all lawful oaths and applications for patents and registration of copyright in the United States
and foreign countries.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.6 </B><U><B>Remedies</B></U><B>. </B>Executive acknowledges that money damages would not be sufficient remedy
for any breach of this Article&nbsp;6 by Executive, and Company or its affiliates shall be entitled to
enforce the provisions of this Article&nbsp;6 by terminating payments then owing to Executive under this
Agreement or otherwise and to specific performance and injunctive relief as remedies for such
breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a
breach of this Article&nbsp;6 but shall be in addition to all remedies available at law or in equity,
including the recovery of damages from Executive and his agents.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ARTICLE 7: </B><U><B>NON-COMPETITION AND RELATED OBLIGATIONS</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.1 </B><U><B>General</B></U><B>. </B>(a)&nbsp;As part of the consideration for Company&#146;s employment of Executive and
the compensation and benefits that may be paid to Executive hereunder; to protect the trade secrets
and Confidential Information of Company or its affiliates that have been and will in the future be
disclosed or entrusted to Executive, the business good will of Company or its affiliates that has
been and will in the future be developed in Executive, or the business opportunities that have been
and will in the future be disclosed or entrusted to Executive by Company or its affiliates; and as
an additional incentive for Company to enter into this
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Agreement, Company and Executive agree to the provisions of this Article&nbsp;7. Except as
provided in Section&nbsp;7.1(b), Executive agrees that during Executive&#146;s employment with Company and
for a period of one year following the termination of Executive&#146;s employment with Company for any
reason (the &#147;<B>Non-Compete Period</B>&#148;), Executive shall not:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) directly or indirectly, either as principal, agent, independent contractor,
consultant, director, officer, employee, employer, advisor, stockholder, partner or in any
other individual or representative capacity whatsoever, either for Executive&#146;s own benefit
or for the benefit of any other person or entity either (1)&nbsp;hire, contract or solicit, or
attempt any of the foregoing with respect to hiring any employee of Company or its
affiliates, or (2)&nbsp;induce or otherwise counsel, advise, or encourage any employee of Company
or its affiliates to leave the employment of Company or its affiliates; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) within any geographic area or market where Company or any of its affiliates are
conducting any business or have, during the twelve months preceding the termination of
Executive&#146;s employment with Company, conducted such business, as applicable:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) directly or indirectly participate in the ownership, management, operation
or control of, or be connected as an officer, employee, partner, director,
contractor or otherwise with, or have any financial interest in or aid or assist
anyone else in the conduct of, any business in any of the business territories in
which Company is presently or from time-to-time conducting business that either
conducts a business similar to that conducted by Company or its affiliates or
provides or sells a service or product that is the same, substantially similar to or
otherwise competitive with the products and services provided or sold by Company or
its affiliates (a &#147;<B>Competitive Operation</B>&#148;); provided, however, that this provision
shall not preclude Executive after the termination of Executive&#146;s employment with
Company from owning less than 2% of the equity securities of any publicly held
Competitive Operation so long as Executive does not serve as an employee, officer,
director or consultant to such business;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) directly or indirectly, either as principal, agent, independent contractor,
consultant, director, officer, employee, employer, advisor, stockholder, partner or
in any other individual or representative capacity whatsoever, either for
Executive&#146;s own benefit or for the benefit of any other person or entity call upon,
solicit, divert or take away, any customer or vendor of Company or its affiliates
with whom Executive dealt, directly or indirectly, during Executive&#146;s engagement
with Company or its affiliates, in connection with a Competitive Operation; or
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) call upon any prospective acquisition candidate on Executive&#146;s own behalf
or on behalf of any Competitive Operation, which candidate is a Competitive
Operation or which candidate was, to Executive&#146;s knowledge after due inquiry, either
called upon by Company or for which Company or any of its affiliates made an
acquisition analysis, for the purpose of acquiring such entity.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Notwithstanding the provisions of Section&nbsp;7.1(a), if (i)&nbsp;Executive provides written notice
to Company pursuant to Section&nbsp;3.4 that Executive will terminate employment with Company pursuant
to a resignation by Executive that does not constitute an Involuntary Termination or (ii)&nbsp;either
party provides written notice to the other that the term of this Agreement shall not be
automatically extended as provided in Section&nbsp;3.1, then, in any such case:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) for purposes of Sections&nbsp;7.1(a)(ii)(1), the Non-Compete Period shall end on a date
selected by Company and set forth in a written notice provided by Company to Executive (the
&#147;<B>Non-Compete Notice</B>&#148;); provided, however, that (1)&nbsp;the date selected by Company shall be a
whole number of months (not in excess of 12) after the last day of Executive&#146;s employment
with Company and (2)&nbsp;Company shall pay to Executive the Monthly Severance Amount on the last
day of each month during the portion of the Non-Compete Period that is after the last day of
Executive&#146;s employment with Company; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) for purposes of Sections&nbsp;7.1(a)(i), 7.1(a)(ii)(2) and 7.1(a)(ii)(3), the
Non-Compete period shall end on the date that is one year after the last day of Executive&#146;s
employment with Company.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The Non-Compete Notice shall be delivered by Company to Executive within 10&nbsp;days after receipt by
Company of Executive&#146;s notice pursuant to Section&nbsp;3.4 or on or before the date that is 45&nbsp;days
prior to the expiration of the term of this Agreement under Section&nbsp;3.1, as applicable. Executive
hereby delegates to Company the right to select and determine in good faith the duration of the
Non-Compete Period as provided in Section&nbsp;7.1(b)(i).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.2 </B><U><B>Non-Disparagement</B></U><B>. </B>During Executive&#146;s employment with Company and following any
termination of employment with Company, Executive and Company agree not to disparage, either orally
or in writing, Executive, Company, any of Company&#146;s affiliates, business, products, services or
practices, or any of Company&#146;s or its affiliates&#146; directors, officers, agents, representatives,
stockholders, or employees.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.3 </B><U><B>New Employer</B></U><B>. </B>Executive agrees that prior to accepting any new employment during the
Non-Compete Period, Executive shall advise Company of the identity of the potential new employer.
Company may serve such new employer with notice of the non-competition restrictions set forth in
this Article&nbsp;7 and may furnish such employer with a copy of this Agreement or the relevant portions
thereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.4 </B><U><B>Remedies</B></U><B>. </B>Executive acknowledges that money damages would not be sufficient remedy
for any breach of this Article&nbsp;7 by Executive, and Company or its affiliates shall be entitled to
enforce the provisions of this Article&nbsp;7 by terminating payments then owing to Executive under this
Agreement or otherwise and to specific performance and injunctive relief as remedies for such
breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a
breach of this Article&nbsp;7 but shall be in addition to all remedies available at law or in equity,
including the recovery of damages from Executive and his agents.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.5 </B><U><B>Reformation</B></U><B>. </B>Company and Executive agree that the foregoing restrictions are
reasonable under the circumstances and that any breach of the covenants contained in this
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->14<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Article&nbsp;7 would cause irreparable injury to Company. Executive understands that the foregoing
restrictions may limit Executive&#146;s ability to engage in certain businesses anywhere in the United
States or such other geographic areas or markets in which Company or any of its affiliates are
conducting business or have, during the 12&nbsp;months preceding the termination of Executive&#146;s
employment, conducted such business, as applicable, during the Non-Compete Period, but acknowledges
that Executive will receive sufficiently high remuneration and other benefits from Company to
justify such restriction. Nevertheless, if any of the aforesaid restrictions are found by a court
of competent jurisdiction to be unreasonable, or overly broad as to geographic area or time, or
otherwise unenforceable, the parties intend for the restrictions therein set forth to be modified
by the court making such determination so as to be reasonable and enforceable and, as so modified,
to be fully enforced. By agreeing to this contractual modification prospectively at this time,
Company and Executive intend to make this provision enforceable under the law or laws of all
applicable States so that the entire agreement not to compete and this Agreement as prospectively
modified shall remain in full force and effect and shall not be rendered void or illegal. Such
modification shall not affect the payments made to Executive under this Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>ARTICLE 8: </B><U><B>MISCELLANEOUS</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.1 </B><U><B>Indemnification</B></U><B>. </B>If Executive shall obtain any money judgment or otherwise
prevail with respect to any litigation brought by Executive or Company to enforce or interpret any
provision contained herein, Company, to the fullest extent permitted by applicable law, hereby
indemnifies Executive for his reasonable attorneys&#146; fees and disbursements incurred in such
litigation and hereby agrees (i)&nbsp;to pay in full all such fees and disbursements and (ii)&nbsp;to pay
prejudgment interest on any money judgment obtained by Executive from the earliest date that
payment to him should have been made under this Agreement until such judgment shall have been paid
in full, which interest shall be calculated at the prime or base rate of interest announced by
JPMorgan Chase Bank (or any successor thereto) at its principal office in New York, and shall
change when and as any such change in such prime or base rate shall be announced by such bank. Any
reimbursement of reasonable attorneys&#146; fees and disbursements required under this Section&nbsp;8.1 shall
be made not later than the close of Executive&#146;s taxable year following the taxable year in which
Executive incurs the expense; provided, however, that, upon Executive&#146;s termination of employment
with Company, in no event shall any additional reimbursement be made prior to the date that is six
months after the date of Executive&#146;s termination of employment to the extent such payment delay is
required under Section&nbsp;409A(a)(2)(B)(i) of the Code. In no event shall any reimbursement be made
to Executive for such fees and disbursements incurred after the later of (1)&nbsp;Executive&#146;s death or
(2)&nbsp;the date that is 10&nbsp;years after the date of Executive&#146;s termination of employment with Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.2 </B><U><B>Payment Obligations Absolute</B></U><B>. </B>Except as specifically provided in Sections&nbsp;6.6 and
7.4, Company&#146;s obligation to pay (or cause one of its subsidiaries to pay) Executive the amounts
and to make the arrangements provided herein shall be absolute and unconditional and shall not be
affected by any circumstances, including, without limitation, any set-off, counterclaim,
recoupment, defense or other right which Company (including its subsidiaries) may have against him
or anyone else. All amounts payable by Company (including its subsidiaries hereunder) shall be
paid without notice or demand. Executive shall not be obligated to seek other employment in
mitigation of the amounts payable or arrangements made under any
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->15<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">provision of this Agreement, and the obtaining of any such other employment shall in no event
effect any reduction of Company&#146;s obligations to make (or cause to be made) the payments and
arrangements required to be made under this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.3 </B><U><B>Notices</B></U><B>. </B>For purposes of this Agreement, notices and all other communications
provided for herein shall be in writing and shall be deemed to have been duly given when personally
delivered or when mailed by United States registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="55%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top" nowrap><DIV style="margin-left:0px; text-indent:-0px">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>If to Company to:</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Concho Resources Inc.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">550 W. Texas Avenue, Suite&nbsp;1300</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Midland, Texas 79701</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Attention: Chairman of the Board of Directors</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B><FONT style="white-space: nowrap">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If to Executive to:</FONT></B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Darin Holderness</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><DIV style="width: 100%; border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><DIV style="width: 100%; border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV></TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">or to such other address as either party may furnish to the other in writing in accordance
herewith, except that notices or changes of address shall be effective only upon receipt.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.4 </B><U><B>Applicable Law</B></U><B>. </B>This Agreement is entered into under, and shall be governed for
all purposes by, the laws of the State of Texas.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.5 </B><U><B>No Waiver</B></U><B>. </B>No failure by either party hereto at any time to give notice of any
breach by the other party of, or to require compliance with, any condition or provision of this
Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or
at any prior or subsequent time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.6 </B><U><B>Severability</B></U><B>. </B>Any provision in this Agreement which is prohibited or
unenforceable in any jurisdiction by reason of applicable law shall, as to such jurisdiction, be
ineffective only to the extent of such prohibition or unenforceability without invalidating or
affecting the remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.7 </B><U><B>Counterparts</B></U><B>. </B>This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together will constitute one and the same
Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.8 </B><U><B>Withholding of Taxes and Other Employee Deductions</B></U><B>. </B>Company may withhold from any
benefits and payments made pursuant to this Agreement all federal, state, city and other taxes as
may be required pursuant to any law or governmental regulation or ruling and all other normal
employee deductions made with respect to Company&#146;s employees generally.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.9 </B><U><B>Headings</B></U><B>. </B>The paragraph headings have been inserted for purposes of convenience
and shall not be used for interpretive purposes.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->16<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.10 </B><U><B>Gender and Plurals</B></U><B>. </B>Wherever the context so requires, the masculine gender
includes the feminine or neuter, and the singular number includes the plural and conversely.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.11 </B><U><B>Assignment</B></U><B>. </B>This Agreement shall be binding upon and inure to the benefit of
Company and any successor of Company, by merger or otherwise. This Agreement shall also be binding
upon and inure to the benefit of Executive and his estate. If Executive shall die prior to full
payment of amounts due pursuant to this Agreement, such amounts shall be payable pursuant to the
terms of this Agreement to his estate. Executive shall not have any right to pledge, hypothecate,
anticipate or assign this Agreement or the rights hereunder, except by will or the laws of descent
and distribution.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.12 </B><U><B>Term</B></U><B>. </B>This Agreement has a term co-extensive with the term of employment
provided in Section&nbsp;3.1. Termination shall not affect any right or obligation of any party which
is accrued or vested prior to such termination. The provisions of Section&nbsp;3.5 and Articles 6 and 7
shall survive the termination of this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.13 </B><U><B>Entire Agreement</B></U><B>. </B>This Agreement constitutes the entire agreement of the parties
with regard to the subject matter hereof, and contains all the covenants, promises,
representations, warranties and agreements between the parties with respect to such subject matter.
Without limiting the scope of the preceding sentence, all understandings and agreements preceding
the date of execution of this Agreement and relating to the subject matter hereof are hereby null
and void and of no further force and effect, including, without limitation, all prior employment
and severance agreements, if any, by and between Company and Executive. Any modification of this
Agreement will be effective only if it is in writing and signed by the party to be charged.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">&#091;Signatures begin on next page.&#093;
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->17<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IN WITNESS WHEREOF</B>, the parties hereto have executed this Agreement on the 25th day of August,
2008, to be effective as of the Effective Date.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left"><B>Concho Resources Inc.</B><BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>

    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ David W. Copeland&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">David W. Copeland, Vice President and&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">General Counsel&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>COMPANY</B>
</DIV>


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" style="border-bottom: 1px solid #000000" align="left">     /s/ Darin G. Holderness
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">Darin G. Holderness&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>EXECUTIVE</B>
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->18<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>MEMO</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="90%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">DATE:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August&nbsp;25, 2008</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">TO:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Steve Beal &#038; David Copeland</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">FROM:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Darin Holderness</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">SUBJECT:
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Disclosure of Oil and Gas Holdings</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As we discussed prior to my employment, my wife and I have various oil and gas holdings. I
was assured that this was not an issue in relation to my employment. Our investments are primarily
through a company owned by my wife&#146;s brother-in-law and his father. With our current holdings we
have been, and continue to be, active in the drilling, development and production of wells.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;My wife&#146;s parents passed away in 2007. The estate settlement for both parents is currently
underway. My wife&#146;s parents held interests in oil and gas holdings of which my wife will inherit
25%.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Upon the passing of my wife&#146;s mother, she is to receive 25% of the assets from a &#147;by-pass&#148;
trust established by her grandfather. These assets include a variety of securities and oil and gas
holdings. The oil and gas holdings include producing properties (primarily royalty interest, but
some ORRI and WI) and mineral and ORRI interest in nonproducing acreage.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;I am not involved in the management of any of these properties or interests.
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->A-1<!-- /Folio -->
</DIV>




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