ELEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT

EXHIBIT 10.1

ELEVENTH AMENDMENT TO EMPLOYMENT AGREEMENT

This Eleventh Amendment to the Employment Agreement (this “Amendment”) dated as of December 5, 2013, is entered into by and between Xxxxx Resources & Energy, Inc. (“ARE”) and Xxxxx X. “Chip” Xxxxxxx (“Xxxxxxx”).

WHEREAS, Xxxxxxx and ARE entered into that certain Employment Agreement effective May 12, 2004 (as amended on May 18, 2005, May 19, 2006, March 1, 2007, December 17, 2007, September 20, 2008, December 23, 2008, December 8, 2009, December 6, 2010 and September 22, 2012 collectively, the “Employment Agreement”); and

WHEREAS, the Employment Agreement is now in full force and effect and ARE and Xxxxxxx mutually desire to hereby modify and amend the Employment Agreement to the extent and in the manner hereinafter specified.

NOW, THEREFORE, in consideration of the premises and mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ARE and Xxxxxxx do hereby mutually agree as follows:

Section 1.                      Amendment to Section 1.(a) of the Employment Agreement be and the same is hereby amended to hereafter be and read as follows:

1. (a)           ARE hereby employs Xxxxxxx as its President and Chief Operating Officer and Xxxxxxx hereby accepts such employment for the time period beginning May 14, 2004, and ending May 13, 2017, subject to earlier termination as hereinafter set forth (the "Term"). Anything herein contained to the contrary notwithstanding, ARE shall have the unilateral right to terminate Xxxxxxx'x employment at any time during the Term with or without cause.

Section 2.                      Amendment to Section 5.(a) of the Employment Agreement.  Section 5. (a) of the Employment Agreement be and the same hereby is amended to hereafter to be and read as follows:

5. (a)  Xxxxxxx shall be paid the following salaries during the term, less applicable and lawful withholdings and deductions:

$350,000.00                                            May 14, 2004 – May 13, 2005

$367,000.00                                            May 14, 2005 – May 13, 2006

$385,000.00 annually                                                       May 14, 2006 – May 13, 2011

$252,054.08                                            May 14, 2013 – December 31, 2013

$182,191.38                                            January 1, 2014 – May 13, 2014

$500,000.00 annually                                                       May 14, 2014 – May 13, 2017

The salary shall be paid in equal periodic installments in accordance with ARE’s customary payroll procedures.  Xxxxxxx acknowledges and agrees to the deduction from his salary of any amounts advanced or paid on his behalf of ARE.

Section 3.                      Miscellaneous.

(a)           This Amendment may be amended or modified only by written instrument executed by ARE and Xxxxxxx.

(b)           Except as expressly stated in this Amendment, the parties hereto hereby acknowledge and agree that the Employment Agreement shall remain in full force and effect in accordance with its terms without any amendment, modification or waiver thereto.

(c)           This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(d)           This Amendment and the Employment Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter hereof.

IN WITNESS WHEREOF, the undersigned has executed this Amendment effective as of the date first above written.

XXXXX RESOURCES & ENERGY, INC.

By____________________________________

Xxxxxx X. Xxxxx

Chairman of the Board

_________________________________

Xxxxx X. "Chip" Xxxxxxx

President, Chief Executive Officer

and Chief Operating Officer