Common use of NO RELEASE OF COMPANY Clause in Contracts

NO RELEASE OF COMPANY. S OBLIGATION TO MAKE TAX GROSS-UP PAYMENT UNDER THE AGREEMENT. Any provision of this General Release or the Letter Agreement between the Company and myself dated of even date herewith to the contrary notwithstanding, my execution of this General Release does not constitute a release of the Company's obligation under the Agreement to make additional payments to me if it shall be determined that I am subject to additional excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, as a result of any payments made or benefits provided to me pursuant to the Agreement or otherwise in connection with a Change of Control (as defined in the Agreement). I understand that I may not revoke my acceptance of paragraph 2 of this General Release and that it is binding upon me whether or not I revoke my acceptance of paragraph 1 of this General Release. I have read and fully understand all of the provisions of this General Release. I acknowledge that none of the Released Parties has made any promise or representation to me in consideration for my agreement to execute this General Release that is not set out in this General Release, and that in executing this General Release I am not relying on any such promise or representation but instead am relying solely on my own judgment. I further acknowledge that my execution of this General Release is knowing and voluntary, that I have had a reasonable time to consider its terms, and that I have been advised to consult with an attorney about this General Release. Date signed:________________________ _______________________________________ Signature of Employee

NO RELEASE OF COMPANY. S OBLIGATION TO MAKE TAX GROSS-UP PAYMENT UNDER THE AGREEMENT. Any provision of this General Release or the Letter Agreement between the Company and myself dated of even date herewith to the contrary notwithstanding, my execution of this General Release does not constitute a release of the Company's obligation under the Agreement to make additional payments to me if it shall be determined that I am subject to additional excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, as a result of any payments made or benefits provided to me pursuant to the Agreement or otherwise in connection with a Change of Control (as defined in the Agreement). I understand that I may not revoke my acceptance of paragraph 2 of this General Release and that it is binding upon me whether or not I revoke my acceptance of paragraph 1 of this General Release. I have read and fully understand all of the provisions of this General Release. I acknowledge that none of the Released Parties has made any promise or representation to me in consideration for my agreement to execute this General Release that is not set out in this General Release, and that in executing this General Release I am not relying on any such promise or representation but instead am relying solely on my own judgment. I further acknowledge that my execution of this General Release is knowing and voluntary, that I have had a reasonable time to consider its terms, and that I have been advised to consult with an attorney about this General Release. Date signed:________________________ ________ ________________________________ Signature of EmployeeEmployee Date signed:___________________________ ________________________________ Witness

NO RELEASE OF COMPANY. S OBLIGATION TO MAKE TAX GROSS-UP PAYMENT UNDER THE AGREEMENT. Any provision of this General Release or the Letter Agreement between the Company and myself dated of even date herewith to the contrary notwithstanding, my execution of this General Release does not constitute a release of the Company's obligation under the Agreement to make additional payments to me if it shall be determined that I am subject to additional excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, as a result of any payments made or benefits provided to me pursuant to the Agreement (or the Letter Agreement) or otherwise in connection with a Change of Control (as defined in the Agreement). I understand that I may not revoke my acceptance of paragraph 2 of this General Release and that it is binding upon me whether or not I revoke my acceptance of paragraph 1 of this General Release. I have read and fully understand all of the provisions of this General Release. I acknowledge that none of the Released Parties has made any promise or representation to me in consideration for my agreement to execute this General Release that is not set out in this General Release, and that in executing this General Release I am not relying on any such promise or representation but instead am relying solely on my own judgment. I further acknowledge that my execution of this General Release is knowing and voluntary, that I have had a reasonable time to consider its terms, and that I have been advised to consult with an attorney about this General Release. Date signed:________________________ _______________________________________ : May 25, 2000 /s/ [See Schedule I] --------------------------------------- Signature of [See Schedule I attached] Date signed: May 25, 2000 /s/ [witness] --------------------------------------- Witness EXHIBIT B --------- CONFIDENTIALITY AND NON-COMPETE AGREEMENT This CONFIDENTIALITY AND NON-COMPETE AGREEMENT (the "Agreement") is made by and between Pure Resources, Inc., Titan Exploration, Inc., and Titan Resources I, Inc., (collectively, along with its or their subsidiaries, successors, and assigns, the "Related Parties"), and [See Schedule I attached] ("Employee").

NO RELEASE OF COMPANY. S OBLIGATION TO MAKE TAX GROSS-UP PAYMENT UNDER THE AGREEMENT. Any provision of this General Release or the Letter Agreement between the Company and myself dated of even date herewith to the contrary notwithstanding, my execution of this General Release does not constitute a release of the Company's obligation under the Agreement to make additional payments to me if it shall be determined that I am subject to additional excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, as a result of any payments made or benefits provided to me pursuant to the Agreement or otherwise in connection with a Change of Control (as defined in the Agreement). I understand that I may not revoke my acceptance of paragraph 2 of this General Release and that it is binding upon me whether or not I revoke my acceptance of paragraph 1 of this General Release. I have read and fully understand all of the provisions of this General Release. I acknowledge that none of the Released Parties has made any promise or representation to me in consideration for my agreement to execute this General Release that is not set out in this General Release, and that in executing this General Release I am not relying on any such promise or representation but instead am relying solely on my own judgment. I further acknowledge that my execution of this General Release is knowing and voluntary, that I have had a reasonable time to consider its terms, and that I have been advised to consult with an attorney about this General Release. Date signed:_________________________ _______________________________________ Signature of EmployeeEmployee Date signed:_________________________ _______________________________ Witness

NO RELEASE OF COMPANY. S OBLIGATION TO MAKE TAX GROSS-UP PAYMENT UNDER THE AGREEMENT. Any provision of this General Release or the Letter Agreement between the Company and myself dated of even date herewith to the contrary notwithstanding, my execution of this General Release does not constitute a release of the Company's obligation under the Agreement to make additional payments to me if it shall be determined that I am subject to additional excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended, as a result of any payments made or benefits provided to me pursuant to the Agreement or otherwise in connection with a Company Change of Control or a Unocal Change of Control (as defined in the Agreement). I understand that I may not revoke my acceptance of paragraph 2 of this General Release and that it is binding upon me whether or not I revoke my acceptance of paragraph 1 of this General Release. I have read and fully understand all of the provisions of this General Release. I acknowledge that none of the Released Parties has made any promise or representation to me in consideration for my agreement to execute this General Release that is not set out in this General Release, and that in executing this General Release I am not relying on any such promise or representation but instead am relying solely on my own judgment. I further acknowledge that my execution of this General Release is knowing and voluntary, that I have had a reasonable time to consider its terms, and that I have been advised to consult with an attorney about this General Release. Date signed:________________________ ___________________________ Signature of Employee Date signed:_________________________ Signature of ___________________________ Witness EXHIBIT B CONFIDENTIALITY AND NON-COMPETE AGREEMENT This CONFIDENTIALITY AND NON-COMPETE AGREEMENT (the "Agreement") is made by and between Pure Resources, Inc., (along with its shareholders, subsidiaries, successors, and assigns, the "Related Parties"),and Xxxx Xxxxxx ("Employee").