Common use of Obligations After Termination Date Clause in Contracts

Obligations After Termination Date. (a) The purposes of the provisions of Section 8 and this Section 10 are to protect the Company from unfair loss of goodwill and business advantage and to shield Employee from pressure to use or disclose Confidential Information or to trade on the goodwill belonging to the Company. Accordingly, during the Post-Termination Non-Compete Term (as defined below), except as otherwise approved by the Board, Employee will not engage or participate in (whether directly or indirectly through any Family Member or as an employee, employer, consultant, agent, principal, partner, shareholder, officer, director, licensor, lender, lessor or in any other individual or representative capacity), any business or activity (including leasing, acquiring, exploring, producing, gathering or marketing hydrocarbons and related products) in such a manner that Employee’s knowledge of Confidential Information is used to compete with the Company, within a ten (10) mile radius of the boundaries of, any material mineral property interest of the Company (including, without limitation, a mineral lease, overriding royalty interest, production payment, net profits interest, mineral fee interest, or option or right to acquire any of the foregoing, or an area of mutual interest as designated pursuant to contractual agreements between the Company and any third party) as of the Termination Date or any other material property on which the Company has, or is in the process of negotiating, an option, right, license, or authority to conduct or direct exploratory activities, such as three dimensional seismic acquisition or other seismic, geophysical and geochemical activities (but not including any preliminary geological mapping), as of the Termination Date; provided that, this Section 10 shall not preclude Employee from making purely passive investments in companies in the energy industry provided such investments do not exceed five percent of the outstanding equity securities of the applicable company. (b) For purposes hereof, the duration of the “Post-Termination Non-Compete Term” shall be determined as follows (but may be shortened by the Board in its sole discretion pursuant to subsection (d) below):

Obligations After Termination Date. (a) The purposes purpose of the provisions of Section 8 2 and this Section 10 4 are to protect the Company from unfair loss of goodwill and business advantage and to shield Employee from pressure to use or disclose Confidential Information or to trade on the goodwill belonging to the Company. Accordingly, during the "Post-Termination Non-Compete Term Term" (as defined below), except as otherwise approved by the Board, Employee will not engage or participate in (any manner, whether directly or indirectly through any Family Member family member or as an employee, employer, consultant, agent, principal, partner, shareholderstockholder, officer, director, licensor, lender, lessor or in any other individual or representative capacity), in any business or activity (including which is in engaged in leasing, acquiring, exploring, producing, gathering or marketing hydrocarbons and related products) in such a manner that Employee’s knowledge of Confidential Information is used to compete with products within the Companyboundaries of, or within a ten one hundred (10100) mile radius of the boundaries of, any material mineral property interest of any of the Company Related Parties (including, without limitation, a mineral lease, overriding royalty interest, production payment, net profits interest, mineral fee interest, interest or option or right to acquire any of the foregoing, or an area of mutual interest as designated pursuant to contractual agreements between the Company Related Party and any third party) as of the Termination Date or any other material property on which the Company has, or is in the process of negotiating, Related Parties have an option, right, license, license or authority to conduct or direct exploratory activities, such as three three-dimensional seismic acquisition or other seismic, geophysical and geochemical activities (but not including any preliminary geological mapping), as of the Termination Date or as of the end of the six-month period following such Termination Date; provided that, this Section 10 4 shall not preclude Employee from making purely passive personal investments in securities of oil and gas companies in which are registered on a national stock exchange, if the energy industry provided such investments do aggregate amount owned by Employee and all family members and affiliates does not exceed five percent 5% of the such company's outstanding equity securities of the applicable companysecurities. (b) For purposes hereof, the duration of the “Post-"Post Termination Non-Compete Term” " is: (i) the 12 month period following the Termination Date, if (A) the Employee voluntarily resigns or otherwise terminates his position as an officer or employee of the Related Parties, (B) the Employee's employment or engagement by the Related Parties is terminated for "cause" (as defined below), or (C) the Employee breaches any of the provisions of Sections 3, 4 or 5 hereof; or (ii) in the event that the Employee's services as an officer, employee or consultant are terminated by a Related Party other than for cause (as defined below) and the Employee is not in breach of any of the provisions of Section 3, 4 or 5 hereof, the period during which the Company makes "Severance Payments" (as defined below) to Employee, the length of which shall be determined as follows (but may be shortened by the Board Company at its discretion, but in its sole discretion pursuant no event to subsection be longer than twelve (d12) below):months. The Company shall not be obligated to make Severance Payments for any length of time and shall be entitled to cease making Severance Payments at any time for any reason. For purposes hereof, "Severance Payments" shall be an amount equal to the base salary that the Employee received from the Related Parties on a monthly basis immediately before the Termination Date and such Severance Payments shall be payable at the same times as Employee's regular salary or consulting payments, as applicable, immediately before termination.

Obligations After Termination Date. (a) The purposes of the provisions of Section 8 and this Section 10 are to protect the Company from unfair loss of goodwill and business advantage and to shield Employee from pressure to use or disclose Confidential Information or to trade on the goodwill belonging to the Company. Accordingly, during the Post-Termination Non-Compete Term (as defined below), except as otherwise approved by the Board, Employee will not engage or participate in (whether directly or indirectly through any Family Member or as an employee, employer, consultant, agent, principal, partner, shareholder, officer, director, licensor, lender, lessor or in any other individual or representative capacity), in any business or activity (including leasing, acquiring, exploring, producing, gathering or marketing hydrocarbons and related products) in such a manner that Employee’s knowledge of Confidential Information is could be used to compete with the Company, within a ten (10) mile radius of the boundaries of, any material mineral property interest of the Company (including, without limitation, a mineral lease, overriding royalty interest, production payment, net profits interest, mineral fee interest, or option or right to acquire any of the foregoing, or an area of mutual interest as designated pursuant to contractual agreements between the Company and any third party) as of the Termination Date or any other material property on which the Company has, or is in the process of negotiating, an option, right, license, or authority to conduct or direct exploratory activities, such as three dimensional seismic acquisition or other seismic, geophysical and geochemical activities (but not including any preliminary geological mapping), as of the Termination Date; provided that, this Section 10 shall not preclude Employee from making purely passive investments in companies in the energy industry provided such investments do not exceed five percent of the outstanding equity securities of the applicable company. (b) For purposes hereof, the duration of the “Post-Termination Non-Compete Term” shall be determined as follows (but may be shortened by the Board in its sole discretion pursuant to subsection (d) below): (i) in the event that (A) Employee’s employment by the Company was terminated for Cause, (B) Employee voluntarily terminated his position (but not for Good Reason), or (C) Employee breached in any material respect any of the provisions of Sections 8 or 10 hereof, the Post-Termination Non-Compete Period shall be the 18 month period following the Termination Date; or (ii) in the event (A) Employee’s services as an employee are terminated by the Company other than for Cause or (B) Employee voluntarily terminated his employment for Good Reason, in either case outside the period that is six months prior to or two years following a Change in Control, the Post-Termination Non-Compete Period shall be the eighteen (18) month period following the Termination Date during which time the Company provides the Severance Package to Employee pursuant to Section 5(a) above; or (iii) in the event that, within six months prior to or two years following a Change in Control (A) Employee’s services as an employee are terminated by the Company other than for Cause or (B) Employee voluntarily terminated his employment for Good Reason, the Post-Termination Non-Compete Period shall be the twenty-four (24) month period following the Termination Date, provided that the Employee receives (or is receiving) payments under a Change in Control Severance Package. (c) Employee acknowledges that any severance payments made to Employee under this Agreement, as well as the Company’s agreement to provide Confidential Information to Employee, will constitute adequate consideration for Employee’s agreements set forth in Section 10(a) above. (d) The Board shall consider in good faith any request made by Employee to limit the duration, geographical area, or scope of activity of Employee’s non-compete obligations under this Section 10; provided however, that the Board shall determine in its sole discretion whether to approve any such request and any conditions upon which such approval would be based. (e) Employee will not, during the twenty-four (24) month period following the Termination Date, solicit, entice, persuade or induce, directly or indirectly, any employee (or person who within the preceding 90 days was an employee) of the Company or any other person who is under contract with or rendering services to the Company, to (i) terminate his or her employment by, or contractual relationship with, such person, (ii) refrain from extending or renewing the same (upon the same or new terms), (iii) refrain from rendering services to or for such person, (iv) become employed by or enter into contractual relations with any persons other than such person, or (v) enter into a relationship with a competitor of the Company.

Obligations After Termination Date. (a) a. The purposes purpose of the provisions of Section 8 paragraph 12 and this Section 10 paragraph 13 are to protect the Company from unfair loss of goodwill and business advantage and to shield Employee from pressure to use or disclose Confidential Information or to trade on the goodwill belonging to the Company. Accordingly, during the “Post-Termination Non-Compete Term Term” (as defined below), except as otherwise approved by the Board, Employee will not engage or participate in (any manner, whether directly or indirectly through any Family Member family member or as an employee, employer, consultant, agent, principal, partner, shareholder, officer, director, licensor, lender, lessor lessor, or in any other individual or representative capacity), in any business or activity (including that is in engaged in leasing, acquiring, exploring, producing, gathering developing or marketing producing hydrocarbons and related products) in such a manner that Employee’s knowledge of Confidential Information is used to compete with products within the Companyboundaries of, or within a ten three (103) mile radius of the boundaries of, any material mineral property interest of any of the Company Related Parties (including, without limitation, a mineral lease, overriding royalty interest, production payment, net profits interest, mineral fee interest, or option or right to acquire any of the foregoing, or an area of mutual interest as designated pursuant to contractual agreements between the Company Related Party and any third party) as of the Termination Date or any other material property on which the Company has, or is in the process of negotiating, Related Parties have an option, right, license, or authority to conduct or direct exploratory activities, such as three dimensional seismic acquisition or other seismic, geophysical and geochemical activities (but not including any preliminary geological mapping), as of the Termination Date or as of the end of the six-month period following such Termination Date; provided that, this Section 10 paragraph 13 shall not preclude Employee from making purely passive personal investments in securities of oil and gas companies in that are registered on a national stock exchange, if the energy industry provided such investments do aggregate amount owned by Employee and all family members and affiliates does not exceed five one percent (1%) of the such company’s outstanding equity securities of the applicable companysecurities. (b) b. For purposes hereof, the duration of the “Post-Post Termination Non-Compete Term” shall be determined is: (i) in the event that (A) Employee voluntarily resigns or otherwise terminates his position as follows an officer or employee of the Related Parties other than on account of a Change of Control, or (but may be shortened B) Employee’s employment or engagement by the Board Related Parties is terminated for Cause, the one-year period following the Termination Date; (ii) if Employee terminates his employment for Good Reason other than on account of a Change of Control, the sixth month period following the Termination Date; (iii) in its sole discretion pursuant the event that Employee’s employment is terminated on account of a Change of Control, there shall not be a Post Termination Non-Compete Term; and (iv) in the event that Employee’s employment is terminated without Cause, the one-year period following the Termination Date. c. Employee will not, during the one-year period following the Termination Date, solicit, entice, persuade, or induce, directly or indirectly, any employee (or person who within the preceding ninety (90) days was an employee) of any of the Related Parties or any other person who is under contract with or rendering services to subsection any of the Related Parties, to (di) below):terminate his employment by, or contractual relationship with, such person, (ii) refrain from extending or renewing the same (upon the same or new terms), (iii) refrain from rendering services to or for such person, (iv) become employed by or to enter into contractual relations with any Persons other than such person, or (v) enter into a relationship with a competitor of any of the Related Parties.

Obligations After Termination Date. (a) The purposes purpose of the provisions of Section 8 2 and this Section 10 4 are to protect the Company from unfair loss of goodwill and business advantage and to shield Employee from pressure to use or disclose Confidential Information or to trade on the goodwill belonging to the Company. Accordingly, during the Post-Termination Non-Compete Noncompete Term (as defined below), except as otherwise approved by the Board, Employee will not engage or participate in (any manner, whether directly or indirectly through any Family Member family member or as an employee, employer, consultant, agent, principal, partner, shareholder, officer, director, licensor, lender, lessor or in any other individual or representative capacity), in any business or activity (including which is engaged in leasing, acquiring, exploring, producing, gathering or marketing hydrocarbons and related products) products in such a manner an area that Employee’s knowledge of Confidential Information is used to compete with the Company, within a ten (10) mile radius of the boundaries of, any material mineral property interest of any of the Company Related Parties (including, without limitation, a mineral lease, overriding royalty interest, production payment, net profits interest, mineral fee interest, or option or right to acquire any of the foregoing, or an area of mutual interest as designated pursuant to contractual agreements between the Company Related Party and any third party) as of the Termination Date or any other material property on which the Company hasRelated Parties have, or is are in the process of negotiating, an option, right, license, or authority to conduct or direct exploratory activities, such as three dimensional seismic acquisition or other seismic, geophysical and geochemical activities (but not including any preliminary geological mapping), as of the Termination Date; provided that, this Section 10 4 shall not preclude Employee from making purely passive personal investments in securities of oil and gas companies in which are registered on a national stock exchange or on The Nasdaq Stock Market, if the energy industry provided such investments do aggregate amount owned by Employee and all family members and affiliates does not exceed five percent 2% of the such company’s outstanding equity securities of the applicable companysecurities. (b) For purposes hereof, the duration “Post Termination Noncompete Term” is: (i) the 18 month period following the Termination Date, if (A) Employee voluntarily resigned or otherwise voluntarily terminated his/her position as an officer or employee of the “Post-Termination Non-Compete Term” Related Parties, unless the Employee’s resignation follows the Related Parties’ reduction of Employee’s annual salary, (B) Employee’s employment by the Related Parties was terminated for Cause, or (C) Employee breached in any material respect any of the provisions of Sections 3, 4 or 5 hereof; or (ii) in the event that (A) Employee’s services as an officer or employee are terminated by a Related Party other than for Cause or (B) Employee voluntarily resigned or otherwise voluntarily terminated his/her position following a reduction of Employee’s annual salary by a Related Party, and in either case, (C) Employee is not in breach in any material respect of any of the provisions of Section 3, 4 or 5 hereof, the period during which the Company makes Severance Payments (as defined below) to Employee, the length of which shall be determined as follows (but may be shortened by the Board Company at its discretion, but in its sole discretion pursuant no event to subsection be longer than 18 months following the Termination Date. (c) For purposes hereof, the term Severance Payments shall mean a monthly payment that is equal to the regular monthly salary that Employee was receiving from the Related Parties immediately before the Termination Date (which in no event shall be less than Employee’s regular monthly salary or monthly salary in effect immediately prior to the reduction that preceded Employee’s resignation, if applicable), and such Severance Payments shall be payable at the same times as Employee’s regular salary was paid immediately before the Termination Date. (d) below):For purposes hereof, “Cause” means any of the following: (i) Employee’s conviction of, or plea of nolo contendere to, any felony or to any crime or offense causing substantial harm to the Company or its affiliates or involving acts of theft, fraud, embezzlement, moral turpitude or similar conduct; (ii) Employee’s repeated intoxication by alcohol or drugs during the performance of Employee’s duties in a manner that materially and adversely affects Employee’s performance of such duties; (iii) malfeasance in the conduct of Employee’s duties, including, but not limited to, (A) willful and intentional misuse or diversion of funds of the Company or its affiliates, (B) embezzlement, or (C) fraudulent or willful and material misrepresentations or concealments on any written reports submitted to the Company or its affiliates; (iv) Employee’s material violation of any provision of the Voting and Members Agreement of even date herewith among Employee, the Company and others that remains uncured for a period of 30 days after notice thereof; or (v) Employee’s material failure to perform the duties of Employee’s employment or engagement or material failure to follow or comply with the reasonable and lawful written directives of the managing Boards of the Company, in either case after Employee shall have been informed, in writing, of such material failure and given a period of not less than 60 days to remedy same.

Obligations After Termination Date. (a) a. The purposes purpose of the provisions of Section 8 paragraph 12 and this Section 10 paragraph 13 are to protect the Company from unfair loss of goodwill and business advantage and to shield Employee from pressure to use or disclose Confidential Information or to trade on the goodwill belonging to the Company. Accordingly, during the “Post-Termination Non-Compete Term Term” (as defined below), except as otherwise approved by the Board, Employee will not engage or participate in (any manner, whether directly or indirectly through any Family Member family member or as an employee, employer, consultant, agent, principal, partner, shareholder, officer, director, licensor, lender, lessor lessor, or in any other individual or representative capacity), in any business or activity (including that is in engaged in leasing, acquiring, exploring, producing, gathering developing or marketing producing hydrocarbons and related products) in such a manner that Employee’s knowledge of Confidential Information is used to compete with products within the Companyboundaries of, or within a ten three (103) mile radius of the boundaries of, any material mineral property interest of any of the Company Related Parties (including, without limitation, a mineral lease, overriding royalty interest, production payment, net profits interest, mineral fee interest, or option or right to acquire any of the foregoing, or an area of mutual interest as designated pursuant to contractual agreements between the Company Related Party and any third party) as of the Termination Date or any other material property on which the Company has, or is in the process of negotiating, Related Parties have an option, right, license, or authority to conduct or direct exploratory activities, such as three dimensional seismic acquisition or other seismic, geophysical and geochemical activities (but not including any preliminary geological mapping), as of the Termination Date or as of the end of the six-month period following such Termination Date; provided that, this Section 10 paragraph 13 shall not preclude Employee from making purely passive personal investments in securities of oil and gas companies in that are registered on a national stock exchange, if the energy industry provided such investments do aggregate amount owned by Employee and all family members and affiliates does not exceed five one percent (1%) of the such company’s outstanding equity securities of the applicable companysecurities. (b) b. For purposes hereof, the duration of the “Post-Post Termination Non-Compete Term” shall be determined is: (i) in the event that (A) Employee voluntarily resigns or otherwise terminates his position as follows an officer or employee of the Related Parties other than on account of a change of control, or (but may be shortened B) Employee’s employment or engagement by the Board Related Parties is terminated for Cause, the six month period following the Termination Date; (ii) in its sole discretion pursuant the event that Employee’s employment is terminated on account of a change of control in the ownership of the Company, there shall not be a Post Termination Non-Compete Term; and (iii) in the event that Employee’s employment is terminated without Cause, the six month period following the Termination Date. c. Employee will not, during the one-year period following the Termination Date, solicit, entice, persuade, or induce, directly or indirectly, any employee (or person who within the preceding ninety (90) days was an employee) of any of the Related Parties or any other person who is under contract with or rendering services to subsection any of the Related Parties, to (di) below):terminate his employment by, or contractual relationship with, such person, (ii) refrain from extending or renewing the same (upon the same or new terms), (iii) refrain from rendering services to or for such person, (iv) become employed by or to enter into contractual relations with any Persons other than such person, or (v) enter into a relationship with a competitor of any of the Related Parties.

Obligations After Termination Date. (a) The purposes of the provisions of Section 8 and this Section 10 are to protect the Company from unfair loss of goodwill and business advantage and to shield Employee from pressure to use or disclose Confidential Information or to trade on the goodwill belonging to the Company. Accordingly, during the Post-Termination Non-Compete Term (as defined below), except as otherwise approved by the Board, Employee will not engage or participate in (whether directly or indirectly through any Family Member or as an employee, employer, consultant, agent, principal, partner, shareholder, officer, director, licensor, lender, lessor or in any other individual or representative capacity), in any business or activity (including leasing, acquiring, exploring, producing, gathering or marketing hydrocarbons and related products) in such a manner that Employee’s knowledge of Confidential Information is could be used to compete with the Company, within a ten (10) mile radius of the boundaries of, any material mineral property interest of the Company (including, without limitation, a mineral lease, overriding royalty interest, production payment, net profits interest, mineral fee interest, or option or right to acquire any of the foregoing, or an area of mutual interest as designated pursuant to contractual agreements between the Company and any third party) as of the Termination Date or any other material property on which the Company has, or is in the process of negotiating, an option, right, license, or authority to conduct or direct exploratory activities, such as three dimensional seismic acquisition or other seismic, geophysical and geochemical activities (but not including any preliminary geological mapping), as of the Termination Date; provided that, this Section 10 shall not preclude Employee from making purely passive investments in companies in the energy industry provided such investments do not exceed five percent of the outstanding equity securities of the applicable company. (b) For purposes hereof, the duration of the “Post-Termination Non-Compete Term” shall be determined as follows (but may be shortened by the Board in its sole discretion pursuant to subsection (d) below): (i) in the event that (A) Employee’s employment by the Company was terminated for Cause, (B) Employee voluntarily terminated his position (but not following a reduction of Employee’s Base Salary by the Company), or (C) Employee breached in any material respect any of the provisions of Sections 8 or 10 hereof, the Post-Termination Non-Compete Period shall be the 18 month period following the Termination Date; or (ii) in the event that Employee’s services as an employee are terminated by the Company other than for Cause and outside the period that is six months prior to or two years following a Change in Control, the Post-Termination Non-Compete Period shall be the 12 month period following the Termination Date during which time the Company provides the Severance Package to Employee pursuant to Section 5(a) above; provided, however, that the Company may extend the Post-Termination Non-Compete Period up to an additional six months by electing, in the Company’s sole discretion, to make monthly payments to Employee for such additional period equal to the amount of his monthly Base Salary (“Non-Compete Payments”) and provided further that the Company must notify Employee of its election to make Non-Compete Payments no later than 20 business days after the Termination Date and that thereafter, the Company shall be entitled to cease making Non-Compete Payments at any time and for any reason, but only upon at least 30 days advance written notice to Employee, at which time the Post-Termination Non-Compete Term shall end; or (iii) in the event that, within six months prior to or two years following a Change in Control (A) Employee’s services as an employee are terminated by the Company other than for Cause or (B) Employee voluntarily terminated his employment for Good Reason, the Post-Termination Non-Compete Period shall be the eighteen (18) month period following the Termination Date, provided that the Employee receives (or is receiving) payments under a Change in Control Severance Package. (c) Employee acknowledges that any severance payments made to Employee under this Agreement, as well as the Company’s agreement to provide Confidential Information to Employee, will constitute adequate consideration for Employee’s agreements set forth in Section 10(a) above. (d) The Board shall consider in good faith any request made by Employee to limit the duration, geographical area, or scope of activity of Employee’s non-compete obligations under this Section 10; provided however, that the Board shall determine in its sole discretion whether to approve any such request and any conditions upon which such approval would be based. (e) Employee will not, during the eighteen (18) month period following the Termination Date, solicit, entice, persuade or induce, directly or indirectly, any employee (or person who within the preceding 90 days was an employee) of the Company or any other person who is under contract with or rendering services to the Company, to (i) terminate his or her employment by, or contractual relationship with, such person, (ii) refrain from extending or renewing the same (upon the same or new terms), (iii) refrain from rendering services to or for such person, (iv) become employed by or enter into contractual relations with any persons other than such person, or (v) enter into a relationship with a competitor of the Company.

Obligations After Termination Date. (a) a. The purposes purpose of the provisions of Section 8 paragraph 12 and this Section 10 paragraph 13 are to protect the Company from unfair loss of goodwill and business advantage and to shield Employee from pressure to use or disclose Confidential Information or to trade on the goodwill belonging to the Company. Accordingly, during the “Post-Termination Non-Compete Term Term” (as defined below), except as otherwise approved by the Board, Employee will not engage or participate in (any manner, whether directly or indirectly through any Family Member family member or as an employee, employer, consultant, agent, principal, partner, shareholder, officer, director, licensor, lender, lessor lessor, or in any other individual or representative capacity), in any business or activity (including that is in engaged in leasing, acquiring, exploring, producing, gathering developing or marketing producing hydrocarbons and related products) in such a manner that Employee’s knowledge of Confidential Information is used to compete with products within the Companyboundaries of, or within a ten three (103) mile radius of the boundaries of, any material mineral property interest of any of the Company Related Parties (including, without limitation, a mineral lease, overriding royalty interest, production payment, net profits interest, mineral fee interest, or option or right to acquire any of the foregoing, or an area of mutual interest as designated pursuant to contractual agreements between the Company Related Party and any third party) as of the Termination Date or any other material property on which the Company has, or is in the process of negotiating, Related Parties have an option, right, license, or authority to conduct or direct exploratory activities, such as three dimensional seismic acquisition or other seismic, geophysical and geochemical activities (but not including any preliminary geological mapping), as of the Termination Date or as of the end of the six-month period following such Termination Date; provided that, this Section 10 paragraph 13 shall not preclude Employee from making purely passive personal investments in securities of oil and gas companies in that are registered on a national stock exchange, if the energy industry provided such investments do aggregate amount owned by Employee and all family members and affiliates does not exceed five one percent (1%) of the such company’s outstanding equity securities of the applicable companysecurities. (b) b. For purposes hereof, the duration of the “Post-Post Termination Non-Compete Term” shall be determined is: (i) in the event that (A) Employee voluntarily resigns or otherwise terminates his position as follows an officer or employee of the Related Parties other than on account of a change of control, or (but may be shortened B) Employee’s employment or engagement by the Board Related Parties is terminated for Cause, the one-year period following the Termination Date; (ii) in its sole discretion pursuant the event that Employee’s employment is terminated on account of a change of control in the ownership of the Company, there shall not be a Post Termination Non-Compete Term; and (iii) in the event that Employee’s employment is terminated without Cause, the one-year period following the Termination Date. c. Employee will not, during the one-year period following the Termination Date, solicit, entice, persuade, or induce, directly or indirectly, any employee (or person who within the preceding ninety (90) days was an employee) of any of the Related Parties or any other person who is under contract with or rendering services to subsection any of the Related Parties, to (di) below):terminate his employment by, or contractual relationship with, such person, (ii) refrain from extending or renewing the same (upon the same or new terms), (iii) refrain from rendering services to or for such person, (iv) become employed by or to enter into contractual relations with any Persons other than such person, or (v) enter into a relationship with a competitor of any of the Related Parties.

Obligations After Termination Date. (a) The purposes purpose of the provisions of Section 8 2 and this Section 10 4 are to protect the Company from unfair loss of goodwill and business advantage and to shield Employee from pressure to use or disclose Confidential Information or to trade on the goodwill belonging to the Company. Accordingly, during the Post-Post Termination Non-Compete Noncompete Term (as defined below), except as otherwise approved by the Board, Employee will not engage or participate in (any manner, whether directly or indirectly through any Family Member family member or as an employee, employer, consultant, agent, principal, partner, shareholder, officer, director, licensor, lender, lessor or in any other individual or representative capacity), in any business or activity which: (including i) is engaged in leasing, acquiring, exploring, producing, gathering or marketing hydrocarbons (and rights therein) and related products) products in such a manner an area that Employee’s knowledge of Confidential Information is used to compete with the Company, within a ten one (101) mile radius (with respect to leasing, acquiring, exploring and producing) or a four (4) mile radius (with respect to gathering or marketing) of the boundaries of, any material mineral property interest of the Company (including, without limitation, a mineral lease, overriding royalty interest, production payment, net profits interest, mineral fee interest, or option or right to acquire any of the foregoing, or an area of mutual interest as designated pursuant to contractual agreements between the Company and any third party) as of the Termination Date or any other material property on which the Company has, or is in the process of negotiating, an option, right, license, or authority to conduct or direct exploratory activities, such as three dimensional seismic acquisition or other seismic, geophysical and geochemical activities (but not including any preliminary geological mapping); or (ii) processes, treats, gathers or markets (or has previously agreed or enters into any agreement to process, treat, gather or market) hydrocarbons or related products in areas in which the Company operates as of the Termination Date; provided that, this Section 10 4 shall not preclude Employee from making purely passive personal investments in securities of energy companies in which are listed on a national stock exchange, if the energy industry provided such investments do aggregate amount owned by Employee and all immediate family members (i.e., his spouse and children) and affiliates does not exceed five percent 2% of the such company's outstanding equity securities. Furthermore, nothing in this Section 4 shall preclude Employee from serving as a partner, principal or employee of an investment fund whose primary purpose is investing in securities of the applicable companyenergy companies. For purposes of this Agreement "gas" shall include, without limitation, casing head gas. (b) For purposes hereof, the duration “Post Termination Noncompete Term” is: (i) the eighteen (18) month period following the Termination Date, if (A) Employee voluntarily resigned or otherwise terminated his position as an officer or employee of the “Post-Termination Non-Compete Term” Company, (B) Employee's employment by the Company was terminated for Cause, or (C) Employee breached any of the provisions of Sections 3, 4 or 5 hereof; or (ii) in the event that (A) Employee's services as an officer or employee are terminated by the Company other than for Cause, and (B) Employee is not in breach of any of the provisions of Section 3, 4 or 5 hereof, the period during which the Company makes Severance Payments (as defined below) to Employee, the length of which shall be determined as follows (but may be shortened by the Board Company at its discretion, but in its sole discretion pursuant no event to subsection be longer than eighteen (18) months following the Termination Date. (c) For purposes hereof, the term Severance Payments shall mean a monthly payment that is equal to one and one-half times the regular monthly salary that Employee was receiving from the Company immediately before the Termination Date (which in no event shall be less than Employee's regular monthly salary as of the date of this Agreement), and such Severance Payments shall be payable at the same times as Employee's regular salary was paid immediately before the Termination Date. (d) below):For purposes hereof, “Cause” means any of the following: (i) Employee's conviction of, or plea of nolo contendere to, any felony or to any crime or offense causing substantial harm to the Company or its affiliates or involving acts of theft, fraud, embezzlement, moral turpitude or similar conduct; (ii) Employee's repeated intoxication by alcohol or drugs during the performance of Employee's duties in a manner that materially and adversely affects Employee's performance of such duties; (iii) malfeasance in the conduct of Employee's duties, including, but not limited to, (A) willful and intentional misuse or diversion of funds of the Company or its affiliates, (B) embezzlement, or (C) fraudulent or willful and material misrepresentations or concealments on any written reports submitted to the Company or its affiliates; (iv) Employee's material failure to perform the duties of Employee's employment or engagement or material failure to follow or comply with the reasonable and lawful written directives of the Board of Directors of G&P, in either case after Employee shall have been informed, in writing, of such material failure and given a period of not less than 60 days to remedy same.

Obligations After Termination Date. (a) The purposes of the provisions of Section 8 and this Section 10 are to protect the Company from unfair loss of goodwill and business advantage and to shield Employee from pressure to use or disclose Confidential Information or to trade on the goodwill belonging to the Company. Accordingly, during the Post-Termination Non-Compete Term (as defined below), except as otherwise approved by the Board, Employee will not engage or participate in (whether directly or indirectly through any Family Member or as an employee, employer, consultant, agent, principal, partner, shareholder, officer, director, licensor, lender, lessor or in any other individual or representative capacity), in any business or activity (including leasing, acquiring, exploring, producing, gathering or marketing hydrocarbons and related products) in such a manner that Employee’s knowledge of Confidential Information is could be used to compete with the Company, within a ten (10) mile radius of the boundaries of, any material mineral property interest of the Company (including, without limitation, a mineral lease, overriding royalty interest, production payment, net profits interest, mineral fee interest, or option or right to acquire any of the foregoing, or an area of mutual interest as designated pursuant to contractual agreements between the Company and any third party) as of the Termination Date or any other material property on which the Company has, or is in the process of negotiating, an option, right, license, or authority to conduct or direct exploratory activities, such as three dimensional seismic acquisition or other seismic, geophysical and geochemical activities (but not including any preliminary geological mapping), as of the Termination Date; provided that, this Section 10 shall not preclude Employee from making purely passive investments in companies in the energy industry provided such investments do not exceed five percent of the outstanding equity securities of the applicable company. (b) For purposes hereof, the duration of the “Post-Termination Non-Compete Term” shall be determined as follows (but may be shortened by the Board in its sole discretion pursuant to subsection (d) below): (i) in the event that (A) Employee’s employment by the Company was terminated for Cause, (B) Employee voluntarily terminated his position (but not for Good Reason), or (C) Employee breached in any material respect any of the provisions of Sections 8 or 10 hereof, the Post-Termination Non-Compete Period shall be the 18 month period following the Termination Date; or (ii) in the event (A) Employee’s services as an employee are terminated by the Company other than for Cause or (B) Employee voluntarily terminated his employment for Good Reason, in either case outside the period that is six months prior to or two years following a Change in Control, the Post-Termination Non-Compete Period shall be the twenty-one (21) month period following the Termination Date during which time the Company provides the Severance Package to Employee pursuant to Section 5(a) above; or (iii) in the event that, within six months prior to or two years following a Change in Control (A) Employee’s services as an employee are terminated by the Company other than for Cause or (B) Employee voluntarily terminated his employment for Good Reason, the Post-Termination Non-Compete Period shall be the twenty-four (24) month period following the Termination Date, provided that the Employee receives (or is receiving) payments under a Change in Control Severance Package. (c) Employee acknowledges that any severance payments made to Employee under this Agreement, as well as the Company’s agreement to provide Confidential Information to Employee, will constitute adequate consideration for Employee’s agreements set forth in Section 10(a) above. (d) The Board shall consider in good faith any request made by Employee to limit the duration, geographical area, or scope of activity of Employee’s non-compete obligations under this Section 10; provided however, that the Board shall determine in its sole discretion whether to approve any such request and any conditions upon which such approval would be based. (e) Employee will not, during the twenty-four (24) month period following the Termination Date, solicit, entice, persuade or induce, directly or indirectly, any employee (or person who within the preceding 90 days was an employee) of the Company or any other person who is under contract with or rendering services to the Company, to (i) terminate his or her employment by, or contractual relationship with, such person, (ii) refrain from extending or renewing the same (upon the same or new terms), (iii) refrain from rendering services to or for such person, (iv) become employed by or enter into contractual relations with any persons other than such person, or (v) enter into a relationship with a competitor of the Company.

Obligations After Termination Date. (a) The purposes of the provisions of Section 8 and this Section 10 are to protect the Company from unfair loss of goodwill and business advantage and to shield Employee from pressure to use or disclose Confidential Information or to trade on the goodwill belonging to the Company. Accordingly, during the Post-Termination Non-Compete Term (as defined below), except as otherwise approved by the Board, Employee will not engage or participate in (whether directly or indirectly through any Family Member or as an employee, employer, consultant, agent, principal, partner, shareholder, officer, director, licensor, lender, lessor or in any other individual or representative capacity), in any business or activity (including leasing, acquiring, exploring, producing, gathering or marketing hydrocarbons and related products) in such a manner that Employee’s knowledge of Confidential Information is could be used to compete with the Company, within a ten (10) mile radius of the boundaries of, any material mineral property interest of the Company (including, without limitation, a mineral lease, overriding royalty interest, production payment, net profits interest, mineral fee interest, or option or right to acquire any of the foregoing, or an area of mutual interest as designated pursuant to contractual agreements between the Company and any third party) as of the Termination Date or any other material property on which the Company has, or is in the process of negotiating, an option, right, license, or authority to conduct or direct exploratory activities, such as three dimensional seismic acquisition or other seismic, geophysical and geochemical activities (but not including any preliminary geological mapping), as of the Termination Date; provided that, this Section 10 shall not preclude Employee from making purely passive investments in companies in the energy industry provided such investments do not exceed five percent of the outstanding equity securities of the applicable company. (b) For purposes hereof, the duration of the “Post-Termination Non-Compete Term” shall be determined as follows (but may be shortened by the Board in its sole discretion pursuant to subsection (d) below):

Obligations After Termination Date. (a) The purposes of the provisions of Section 8 and this Section 10 are to protect the Company from unfair loss of goodwill and business advantage and to shield Employee from pressure to use or disclose Confidential Information or to trade on the goodwill belonging to the Company. Accordingly, during the Post-Termination Non-Compete Term (as defined below), except as otherwise approved by the Board, Employee will not engage or participate in (whether directly or indirectly through any Family Member or as an employee, employer, consultant, agent, principal, partner, shareholder, officer, director, licensor, lender, lessor or in any other individual or representative capacity), any business or activity (including leasing, acquiring, exploring, producing, gathering or marketing hydrocarbons and related products) in such a manner that Employee’s knowledge of Confidential Information is used to compete with the Company, within a ten (10) mile radius of the boundaries of, any material mineral property interest of the Company (including, without limitation, a mineral lease, overriding royalty interest, production payment, net profits interest, mineral fee interest, or option or right to acquire any of the foregoing, or an area of mutual interest as designated pursuant to contractual agreements between the Company and any third party) as of the Termination Date or any other material property on which the Company has, or is in the process of negotiating, an option, right, license, or authority to conduct or direct exploratory activities, such as three dimensional seismic acquisition or other seismic, geophysical and geochemical activities (but not including any preliminary geological mapping), as of the Termination Date; provided that, this Section 10 shall not preclude Employee from making purely passive investments in companies in the energy industry provided such investments do not exceed five percent of the outstanding equity securities of the applicable company. (b) For purposes hereof, the duration of the “Post-Termination Non-Compete Term” shall be determined as follows (but may be shortened by the Board in its sole discretion pursuant to subsection (d) below): (i) in the event that (A) Employee’s employment by the Company was terminated for Cause, (B) Employee voluntarily terminated his position (but not for Good Reason), or (C) Employee breached in any material respect any of the provisions of Sections 8 or 10 hereof, the Post-Termination Non-Compete Period shall be the eighteen (18) month period following the Termination Date; or (ii) in the event (A) Employee’s services as an employee are terminated by the Company other than for Cause or (B) Employee voluntarily terminated his employment for Good Reason, in either case outside the period that is six months prior to or two years following a Change in Control, the Post-Termination Non-Compete Period shall be the twelve (12) month period following the Termination Date during which time the Company provides the Severance Package to Employee pursuant to Section 5(a) above; or (iii) in the event that, within six months prior to or two years following a Change in Control (A) Employee’s services as an employee are terminated by the Company other than for Cause or (B) Employee voluntarily terminated his employment for Good Reason, the Post-Termination Non-Compete Period shall be the six (6) month period following the Termination Date, provided that the Employee receives (or is receiving) payments under a Change in Control Severance Package. (c) Employee acknowledges that any severance payments made to Employee under this Agreement, as well as the Company’s agreement to provide Confidential Information to Employee, will constitute adequate consideration for Employee’s agreements set forth in Section 10(a) above. (d) The Board shall consider in good faith any request made by Employee to limit the duration, geographical area, or scope of activity of Employee’s non-compete obligations under this Section 10; provided however, that the Board shall determine in its sole discretion whether to approve any such request and any conditions upon which such approval would be based. (e) Employee will not, during the twenty-four (24) month period following the Termination Date, solicit, entice, persuade or induce, directly or indirectly, any employee (or person who within the preceding 90 days was an employee) of the Company or any other person who is under contract with or rendering services to the Company, to (i) terminate his or her employment by, or contractual relationship with, such person, (ii) refrain from extending or renewing the same (upon the same or new terms), (iii) refrain from rendering services to or for such person, (iv) become employed by or enter into contractual relations with any persons other than such person, or (v) enter into a relationship with a competitor of the Company; provided, however, that the solicitation restrictions set forth in this Section 10(e) shall not prohibit any form of general advertising or solicitation that is not directed at a specific person or entity and shall not prohibit Employee from offering employment and/or hiring any employee of the Company who contacted Employee unsolicited.