EMPLOYMENT AGREEMENT

Exhibit 10.19

This EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between Oxford Resources GP, LLC, a Delaware limited liability company (“Company”), and Xxxxxxx X. Xxxxxx (“Executive”).

W I T N E S S E T H:

WHEREAS, Company, which is the general partner of Oxford Resource Partners, LP (“Oxford LP”), desires to employ Executive, and Executive desires to be employed by Company, on the terms and conditions set forth herein;

NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained herein, Company and Executive agree as follows, effective as of August 15, 2012 (the “Effective Date”):

ARTICLE 1: EMPLOYMENT AND DUTIES

1.1 Employment; Effective Date. Effective as of the Effective Date, and continuing for the period of time set forth in Article 2 and thereafter for the continuing period of time provided for in paragraph 4.1, Executive’s employment with Company shall be subject to the terms and conditions of this Agreement.

1.2 Positions. Company shall employ Executive from the Effective Date through September 30, 2012 without position, and thereafter from October 1, 2012 on in the positions of Senior Vice President, Chief Financial Officer and Treasurer of Company or in such other positions as the parties mutually may agree. Executive shall work principally out of Company’s executive offices in Columbus, Ohio and shall report to the Chief Executive Officer of Company. From the Effective Date through September 30, 2012 Executive’s duties shall include preparing to lead, and from and after October 1, 2012 Executive’s duties shall include leading, the finance and accounting functions of Company and Company’s mergers and acquisitions program (including successful integration work post-acquisition).

1.3 Duties and Services. Executive agrees to serve in the positions referred to in paragraph 1.2 and to perform diligently 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’s employment shall also be subject to the policies maintained and established by Company that are of general applicability to Company’s senior executive employees (as of the Effective Date consisting of the Chief Executive Officer and the Senior Vice Presidents of Company) (the “Senior Executives”), as such policies may be amended from time to time, provided that in the event of any inconsistency between such policies and any terms of this Agreement, the terms of this Agreement shall control. Notwithstanding such duties and services, Executive and Company understand and agree that, for up to 9 business days during the period beginning on the Effective Date and ending on August 31, 2012, it will be necessary for Executive to be and Executive may be absent from Company’s executive offices and devoting his full time to personal, non-Company matters in connection with winding up his prior commitments and moving his residence to Columbus, Ohio. During such period, Executive shall be considered and treated as an employee of Company for all purposes, and such absence shall not be counted against Executive’s vacation allowance.

1.4 Other Interests. Subject to Section 1.3, Executive agrees, during the period of his employment with Company, to devote substantially all of his primary business time and energy to the business and affairs of Company and its affiliates and not to engage, directly or indirectly (other than as a passive investor in publicly traded securities), in any other business or businesses, whether or not similar to that of Company, except with the consent of the Board of Directors of Company (the “Board”). The foregoing notwithstanding, the parties recognize and agree that Executive may engage in charitable and civic pursuits without the consent of the Board, as long as such pursuits do not conflict with the business and affairs of Company or its affiliates or interfere with Executive’s performance of his duties hereunder.

1.5 Duty of Loyalty. 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’s business and shall not appropriate for Executive’s own benefit business opportunities concerning Company’s business.

ARTICLE 2: TERM AND TERMINATION OF EMPLOYMENT

2.1 Term. Unless sooner terminated pursuant to other provisions hereof, Executive’s employment shall run for the period beginning on the Effective Date and ending on December 31, 2014 (the “Initial Expiration Date”); provided, however, that, beginning on the Initial Expiration Date and on each anniversary of the Initial Expiration Date thereafter, if this Agreement has not been terminated pursuant to paragraph 2.2 or paragraph 2.3, then this Agreement shall automatically be extended for an additional one-year period, unless on or before the date that is 90 days prior to the first day of any such extension period either party shall give written notice (an “Expiration Notice”) to the other party that no such automatic extension shall occur.

2.2 Company’s Right to Terminate. Notwithstanding the provisions of paragraph 2.1, Company shall have the right to terminate Executive’s employment for any of the following reasons:

(i) upon Executive’s death;

(ii) upon Executive’s disability, which shall mean Executive’s becoming incapacitated by accident, sickness, or other circumstances which renders him mentally or physically incapable of performing the duties and services required of him hereunder for 90 or more days (whether or not consecutive) out of any consecutive 180-day period;

(iii) for “Cause,” which shall mean Executive has (a) engaged in gross negligence, gross incompetence or willful misconduct in the performance of the duties required of him hereunder; (b) failed without proper reason to perform the duties and responsibilities required of him hereunder, and such failure has continued without cure for a period of 30 days or more after Company has given Executive written notice of such failure; (c) willfully engaged in conduct that is materially injurious to Company or its

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affiliates (monetarily or otherwise); (d) committed an act of fraud, embezzlement or willful breach of fiduciary duty to Company or an affiliate (including the unauthorized disclosure of information that is, and is known or reasonably should have been known to Executive to be, confidential or proprietary material information of Company or an affiliate); or (e) been convicted of (or pleaded no contest to) a crime involving fraud, dishonesty or moral turpitude or any felony; or

(iv) at any time for any other reason, or for no reason whatsoever, in the sole discretion of the Board.

2.3 Executive’s Right to Terminate. Notwithstanding the provisions of paragraph 2.1, Executive shall have the right to terminate his employment for any of the following reasons:

(i) for “Good Reason,” which shall mean, in connection with or based upon (a) a material diminution in Executive’s responsibilities, duties or authority; (b) a material diminution in Executive’s base compensation or the amount of the target annual bonus that may be earned by Executive as described in paragraph 3.2(ii); (c) a material breach by Company of any material provision of this Agreement; or (d) relocation of Executive’s principal place of employment from Company’s executive offices or to a location more than 30 miles from the city limits of Columbus, Ohio; or

(ii) at any time for any other reason, or for no reason whatsoever, in the sole discretion of Executive.

2.4 Notice of Termination. If Company desires to terminate Executive’s employment at any time, it shall do so by giving a 30-day written notice to Executive that it has elected to terminate Executive’s employment 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 his employment at any time, he shall do so by giving a 30-day written notice to Company that he has elected to terminate his employment and stating the effective date and reason (if any) for such termination, provided that no such action shall alter or amend any other provisions hereof or rights arising hereunder. In the case of any notice by Executive of his intent to terminate his employment for Good Reason, Executive shall provide Company with notice of the existence of the condition(s) constituting the Good Reason within 90 days after the Executive has actual knowledge of the initial existence of such condition(s) and Company shall have 30 days following Executive’s provision of such notice to remedy such condition(s). If Company remedies the condition(s) constituting the Good Reason within such 30-day period, then Executive’s employment shall continue and his notice of termination shall become void and of no further effect. If Company does not remedy the condition(s) constituting the Good Reason within such 30-day period, Executive’s employment with Company shall terminate on the date that is 31 days following the date of Executive’s notice of termination and Executive shall be entitled to receive the payment described in paragraph 4.3 and, if applicable, paragraph 4.4. The notice, remedy rights and termination timing provisions applicable under this paragraph 2.4 in the case of Executive’s election to terminate his employment for Good Reason are referred to collectively as the “Good Reason Termination Procedure.”

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2.5 Deemed Resignations. Any termination of Executive’s employment shall constitute an automatic resignation of Executive as an officer of Company and each affiliate of Company, an automatic resignation of Executive from the Board and from the board of directors or similar governing body of any affiliate of Company, and an automatic resignation 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’s or such affiliate’s designee or other representative.

ARTICLE 3: COMPENSATION AND BENEFITS

3.1 Base Salary. During the period of his employment, Executive shall receive a minimum annual base salary of $300,000. Executive’s annual base salary shall be reviewed by the Compensation Committee of the Board (the “Compensation Committee”) on an annual basis, and, in the sole discretion of the Board based upon the recommendation of the Compensation Committee, such annual base salary may be increased, but not decreased, effective as of any date determined by the Board based upon the recommendation of the Compensation Committee. Executive’s annual base salary shall be paid in equal installments in accordance with Company’s standard policy regarding payment of compensation to executives but no less frequently than monthly.

3.2 Bonuses and Incentive Compensation. During the period of his employment, Executive shall be provided the following bonuses and incentive compensation:

(i) Employment Inducement Bonus – As a one-time inducement to Executive to accept employment with Company, Company shall pay to Executive, on or before August 31, 2012, an employment inducement bonus in the amount of $50,000.

(ii) Annual Bonus – Executive shall be entitled to receive an annual bonus each calendar year, as follows:

(a) For the first partial calendar year hereunder running from the Effective Date through December 31, 2012, Executive shall be paid a guaranteed bonus in the amount of $25,000 per calendar month for each calendar month of his employment hereunder between the Effective Date and December 31, 2012, pro-rated for any partial calendar month of employment during such period. Such bonus shall accrue throughout such period, and shall be payable in March of 2013 promptly following the filing with the SEC of the Form 10-K for 2012 and in no event later than March 15, 2013.

(b) For the calendar year beginning January 1, 2013 and each calendar year thereafter during the period of his employment, Executive shall be eligible to receive an annual incentive performance bonus in an amount equal to up to 100% of his annual base salary (or such greater percentage, if any, as shall be approved by the Board based upon the recommendation of the Compensation Committee). Such bonus shall be payable promptly following the filing with the SEC of the Form 10-K for the year to which the bonus applies and in no event later than March 15 of the year following the year to which the bonus applies.

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(c) The amount of Executive’s annual incentive performance bonus for calendar year 2013 and each calendar year thereafter shall be approved from time to time by the Board based upon the recommendation of the Compensation Committee, and shall be pro-rated for any period of employment with Company during such calendar year of less than 12 months. The Compensation Committee’s recommendations may take into account such criteria as it establishes in its discretion, including, without limitation, recommendations from the Chief Executive Officer of Company. The bonus plan criteria applicable to any such annual bonus determination for Executive for any particular calendar year shall be (1) substantially similar (except for necessary differences based upon job responsibilities) for all Senior Executives and (2) established by the Compensation Committee and communicated to Executive in detail within the first 90 days of such calendar year. In the event of any termination of Executive’s employment with Company where Executive is entitled to receive a termination or severance payment under paragraph 4.1, 4.2 or 4.3, Executive shall also be paid the portion of his annual incentive performance bonus which has accrued for the calendar year to the date of his termination of employment based upon such applicable bonus plan criteria, with such accrued bonus amount to be payable by Company to Executive on or before the date such termination or severance payment is payable to Executive.

(iii) Qualifying Transaction Bonus – In the event a Qualifying Transaction (as defined below) occurs at any time on or before December 31, 2013, Executive shall be entitled to receive a bonus in an amount equal to one times his annual base salary (as in effect on the date of the Qualifying Transaction), which bonus shall be payable to Executive at the time of the occurrence of the Qualifying Transaction. For purposes hereof, a “Qualifying Transaction” is any transaction (other than a voluntary or involuntary reorganization or recapitalization) resulting in a Change of Control (as defined in paragraph 3.2(v)).

(iv) LTIP Awards – Executive shall receive the following awards of phantom units under the LTIP (as defined below):

(a) On August 31, 2012, Executive shall receive an award of 100,000 phantom units under the LTIP, on the terms provided in an LTIP phantom unit award agreement entered into between Company and Executive. Such initial phantom unit award shall vest 25% on August 31, 2012 and a further 25% on each of March 31, 2013, March 31, 2014 and March 31, 2015.

(b) On January 1, 2013, Executive shall receive an award of phantom units under the LTIP having a value equal to 50% of his target compensation for 2013 (his annual base salary plus target annual bonus for 2013), but not less than $300,000, based on the closing price for the common units of Oxford LP on December 31, 2012, with 50% of such phantom units to vest 25% per year

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commencing on March 31, 2014 and on March 31 of each year thereafter through March 31, 2017 and the other 50% of such phantom units to vest based on the same specified performance criteria (e.g., attaining specified DCF levels) as 50% of the phantom units awarded to each of the other Senior Executives on January 1, 2013 vest.

(c) Executive shall further be eligible to receive additional annual awards under the LTIP, as determined by the Board based upon the recommendation of the Compensation Committee, which additional annual awards will have a value of up to 50% of target compensation (annual base salary plus target annual bonus), with vesting at 25% per year over four years and/or based on achievement of specified performance criteria (e.g., attaining specified DCF levels).

For purposes hereof, “LTIP” means Company’s Amended and Restated Long-Term Incentive Plan, effective on June 18, 2010, and if hereafter further amended by Company then as hereafter so further amended.

(v) Change of Control Acceleration – In the event of a Change of Control (as defined in the LTIP in its form as in effect on the Effective Date), and notwithstanding any applicable vesting schedule, all awards granted to Executive under the LTIP shall immediately vest.

3.3 Other Perquisites. During his employment with Company, Executive shall be afforded the following benefits as incidences of his employment (all of such benefits hereinafter collectively referred to as the “Other Benefits”):

(i) Business and Entertainment Expenses – Subject to Company’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, professional licensing, and costs of entertainment and business development.

(ii) Vacation and Holidays – For the remainder of calendar year 2012 Executive shall be entitled to two weeks of paid vacation, and for calendar year 2013 and each calendar year thereafter during the period of his employment Executive shall be entitled to four weeks of paid vacation. Such paid vacation shall be considered earned in accordance with Company’s vacation policy as in effect from time to time for Senior Executives. Executive shall also be provided paid time off for the observance of all holidays provided to Senior Executives of Company generally.

(iii) Other Company Benefits – Executive and, to the extent applicable, Executive’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

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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. Executive shall also be provided a Company-paid membership at the Capital Club, currently located in the same building as Company’s executive offices. In the event of the closure or relocation of the Capital Club, Executive shall be entitled to a Company-paid membership in a similar club located near Company’s executive offices.

(iv) Automobile-Related Expenses – For each month during the period of his employment, Executive shall be entitled to an automobile allowance in the amount of $600. Also, Executive shall have the use without charge of parking for one automobile in the garage facility connected to the building in which Company’s executive offices are located, or if there is no such connected facility then the use without charge of parking for one automobile at a parking facility located near to Company’s executive offices.

(v) Relocation Costs –In connection with Executive’s relocation from Lower Gwynedd, Pennsylvania to the Columbus, Ohio area, Company shall reimburse Executive for all reasonable costs of such relocation, not to exceed $15,000, including without limitation reasonable costs for house/apartment hunting, transportation, and the packing, moving and unpacking of household goods.

ARTICLE 4: EFFECT OF TERMINATION ON COMPENSATION

4.1 Termination by Expiration. If Executive’s employment hereunder shall be terminated by expiration of the term as provided in paragraph 2.1 (including any extensions of the term of this Agreement thereunder) because either party has provided an Expiration Notice, Executive’s employment with Company shall nonetheless continue until such employment is actually terminated by either Company or Executive upon such expiration or at any time thereafter, with such actual termination and the effective date thereof to be stated in a written notice to the other party which is provided in accordance with paragraph 8.1, and, in the case of a termination following such expiration by Executive for Good Reason (as described below), such notice shall be provided in accordance with paragraph 2.4 and the Good Reason Termination Procedure shall apply to any such termination. In the event an Expiration Notice is provided by either party, all compensation and all benefits to Executive hereunder shall continue to be provided until the expiration of such term, and thereafter Executive shall receive such compensation and benefits as are determined by Company (it being understood that determinations by Company in this regard could provide Executive with Good Reason for purposes of the immediately following sentence) until his employment with Company is actually so terminated. Upon such actual termination of Executive’s employment with Company, Executive shall be paid all accrued but unpaid base salary on the next payroll date and any accrued bonus due under and as provided in paragraph 3.2(iii)(c), and otherwise all compensation and benefits for Executive shall terminate contemporaneously with termination of his employment with Company, except as otherwise provided in the following sentence or under any other agreement or plan of Company that provides post-termination benefits. Upon any such actual termination of Executive’s employment with Company which is upon or following the expiration of the term as described in paragraph 2.1 where the Expiration Notice was given by Company, and subject to paragraph 4.5, if Executive’s employment with Company has been

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terminated (a) by Company and such termination is for any reason other than a reason encompassed by paragraph 2.2(i), 2.2(ii), or 2.2(iii) or (b) by Executive for Good Reason (assuming for purposes of these clauses (a) and (b) only that this Agreement were still in effect continually until and also at the time of any such termination), then Company shall provide Executive with a lump sum cash termination payment in an amount equal to two times Executive’s annual base salary at the highest rate in effect at any time upon or following expiration of the term as provided in paragraph 2.1. Subject to paragraph 4.4, any lump sum cash termination payment due to Executive pursuant to the preceding sentence shall be paid to Executive on the 60th day after the date of Executive’s actual termination of employment with Company. For purposes of clarity, Executive’s termination of employment hereunder by expiration of the term as provided in paragraph 2.1 is the only circumstance where Executive’s employment with Company may continue following a termination of employment hereunder, so that a termination of Executive’s employment hereunder under any other provisions of this Agreement automatically also results in an actual termination of Executive’s employment with Company.

4.2 Termination by Company. If Executive’s employment shall be terminated by Company, then, upon such termination, except as hereinafter provided, Executive shall be paid all accrued but unpaid base salary on the next payroll date and any accrued bonus due under and as provided in paragraph 3.2(iii)(c), and otherwise all compensation and benefits for Executive hereunder shall terminate contemporaneously with the termination of such employment, except for all Other Benefits that are accrued but unused, incurred but unreimbursed or otherwise owing, as applicable, to Executive as of the date of termination; provided, however, that, subject to paragraph 4.5, if such termination shall not be due to any event or circumstance described in paragraph 2.2(i), 2.2(ii) or 2.2(iii), then Company shall provide Executive with a lump sum cash payment equal to two times Executive’s annual base salary at the rate in effect under paragraph 3.1 on the date of such termination, plus all Other Benefits that are accrued but unused, incurred but unreimbursed or otherwise owing, as applicable, to Executive as of such date. Subject to paragraph 4.5, any severance payment due to Executive pursuant to this paragraph shall be paid to Executive on the 60^th day after the date of Executive’s termination of employment with Company.

4.3 Termination by Executive. If Executive’s employment shall be terminated by Executive at any time, then, upon such termination, except as hereinafter provided, Executive shall be paid all accrued but unpaid base salary on the next payroll date and any accrued bonus due under and as provided in paragraph 3.2(iii)(c), and otherwise all compensation and benefits for Executive shall terminate contemporaneously with the termination of such employment, except for all Other Benefits that are accrued but unused, incurred but unreimbursed or otherwise owing, as applicable, to Executive as of the date of termination; provided, however, that, subject to paragraph 4.5, if such termination occurs for Good Reason then Company shall provide Executive with the severance payment provided for in paragraph 4.2 plus all Other Benefits that are accrued but unused, incurred but unreimbursed or otherwise owing, as applicable, to Executive as of such date. Subject to paragraph 4.5, any severance payment due to Executive pursuant to this paragraph shall be paid to Executive on the 60^th day after the date of Executive’s termination of employment with Company.

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4.4 Additional Severance Benefits. In the event of any termination of Executive’s employment where Executive is entitled to receive a termination or severance payment under any of paragraph 4.1, paragraph 4.2 or paragraph 4.3 (a “Basic Termination/Severance Payment”), Executive shall be entitled to receive as additional severance benefits (i) to the extent that Executive elects to continue coverage under any ERISA welfare benefit plan subject to the requirements of section 601 of ERISA, payment (as they become due) of any premiums due from Executive as the result of such election, (ii) the aggregate amount of lease payments to which Executive is obligated at the time of his termination of employment under a lease for rental housing in Columbus, Ohio (provided that there shall not be included in such additional severance benefit any lease payment amounts in excess of $2,500 per month or due under a lease for any remaining term after December 31, 2013 except to the extent such remaining term is the remainder of the shortest term (e.g., 6 months) for which such lease could have been entered into or renewed at normal market rates at the time it was entered into or renewed) and (iii) if there has been a Change of Control after December 31, 2013 in connection with the termination of employment giving rise to Executive’s right to receive a Basic Termination/Severance Payment, an additional amount equal to one times Executive’s annual base salary at the rate in effect under paragraph 3.1 on the date Executive became entitled to receive a Basic Termination/Severance Payment. Subject to paragraph 4.5, any additional severance benefit due to Executive pursuant to clause (ii) and/or (iii) above of this paragraph shall be paid to Executive on the 60^th day after the date of Executive’s termination of employment with Company.

4.5 Release and Full Settlement. Anything to the contrary herein notwithstanding, as a condition to the receipt of any termination or severance payment under any of paragraph 4.1, paragraph 4.2, paragraph 4.3 and/or paragraph 4.4, Executive shall first execute a release, in the form of the Agreement and Release attached hereto, releasing the Board, Company, and Company’s parent, subsidiaries, affiliates, and their respective equityholders, partners, officers, directors, employees, attorneys and agents from any and all claims and from any and all causes of action of any kind or character including, without limitation, all claims or causes of action arising out of Executive’s employment with Company or its affiliates or the termination of such employment, but excluding all claims to vested benefits and payments Executive may have under any compensation or benefit plan, program or arrangement, including this Agreement. Executive shall provide such release no later than 50 days after the date of his termination of employment with Company and, as a condition to Company’s obligation to pay and provide any termination or severance payment in accordance with paragraph 4.1, paragraph 4.2, paragraph 4.3 and/or paragraph 4.4, Executive shall not revoke such release. The performance of Company’s obligations hereunder and the receipt of any termination or severance payment provided under paragraph 4.1, paragraph 4.2, paragraph 4.3 and/or paragraph 4.4 shall constitute full settlement of all such claims and causes of action.

4.6 No Duty to Mitigate Losses. Executive shall have no duty to find new employment following the termination of his employment under circumstances which require Company to pay any amount to Executive pursuant to this Article 4. Any salary or remuneration received by Executive from a third party for the providing of personal services (whether by employment or by functioning as an independent contractor) following the termination of his employment under circumstances pursuant to which this Article 4 apply shall not reduce Company’s obligation to make a payment to Executive (or the amount of such payment) pursuant to the terms of this Article 4.

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4.7 Liquidated Damages. In light of the difficulties in estimating the damages for an early termination of Executive’s employment under this Agreement, Company and Executive hereby agree that the payments, if any, to be received by Executive pursuant to this Article 4 shall be received by Executive as liquidated damages.

4.8 Section 409A Matters. Notwithstanding any provision in this Agreement to the contrary, if Executive is a specified employee (within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance thereunder and determined in accordance with any method selected by Company that is permitted under the regulations issued under Section 409A of the Code), and the payment of any amount or benefit under this Agreement to or on behalf of Executive would be subject to additional taxes and interest under Section 409A of the Code because the timing of such payment is not delayed as provided in Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then any such payment or benefit that Executive would otherwise be entitled to during the first six months following the date of Executive’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the Code and applicable administrative guidance thereunder) shall be accumulated and paid or provided, as applicable, on the date that is six months after Executive’s separation from service (or if such 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 or provided under Section 409A of the Code without being subject to such additional taxes and interest; provided, however, that Executive shall be entitled to receive the maximum amount permissible under Section 409A of the Code and the applicable administrative guidance thereunder during the six-month period following his separation from service that will not result in the imposition of any additional tax or penalties on such amount. For all purposes of this Agreement, Executive shall be considered to have terminated employment with Company when Executive incurs a “separation from service” with Company within the meaning of Section 409A(a)(2)(A)(i) of the Code and the applicable administrative guidance issued thereunder. To the extent that Section 409A of the Code is applicable to this Agreement, the provisions of this Agreement shall be interpreted as necessary to comply with such section and the applicable administrative guidance issued thereunder.

4.9 Golden Parachute Provisions. If either Company or Executive believes that any payment or benefit received or to be received by Executive in connection with a Change of Control or the termination of Executive’s employment, whether pursuant to the terms of this Agreement, the LTIP, or any other plan, arrangement or agreement with Company, any person whose actions result in a Change of Control or any person affiliated with Company or such person (all such payments and benefits, including the payments and benefits provided for hereunder, hereinafter the “Total Payments”), will be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), then an initial determination as to whether the Excise Tax will be imposed and the amount of the Excise Tax shall be required pursuant to this Agreement. Such determination shall be made at Company’s expense by an accounting or consulting firm (the “Consultant”) selected by Company and reasonably acceptable to Executive. The Consultant shall provide its determination, together with detailed supporting calculations and documentation, to Company and Executive within 20 days after the date of such Change of Control or termination of Executive’s employment, or such other time as reasonably requested by Company or by Executive, and, if the Consultant determines that no Excise Tax is payable by Executive with respect to a payment or payments, it shall furnish Executive with an opinion

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reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such payment or payments. Within 10 days after the Consultant delivers its determination to Executive, Executive shall have the right to dispute the determination. The existence of a dispute shall not in any way affect Executive’s right to receive any portion of the Total Payments. If there is no dispute, the determination shall be final and conclusive with regard to Company’s treatment and reporting of the Total Payments (but such determination shall not prevent Executive from disputing liability for the Excise Tax in any controversy with the Internal Revenue Service or other taxing authority). If there is a dispute, then Company and Executive shall together select a second Consultant, who will review the determination and Executive’s basis for the dispute and then render its own determination, which determination shall be binding, final and conclusive on Company. Company shall bear all costs associated with that determination.

4.10 Separate Agreements, Plans and Other Documents Describing Benefits. This Agreement governs the rights and obligations of Executive and Company with respect to Executive’s base salary and certain perquisites of employment. Except as expressly provided herein, Executive’s rights and obligations both during the term of his employment and thereafter with respect to his ownership rights in Company and Oxford LP 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. Notwithstanding anything to the contrary herein, in connection with any termination of employment of Executive, in the case of any Other Benefit to which Executive may be entitled that is governed by the terms of any written plan, policy or agreement of Company, Executive’s entitlement to such benefit and the timing of any payment thereof shall be determined under the applicable provisions of such plan, policy or agreement.

ARTICLE 5: PROTECTION OF CONFIDENTIAL INFORMATION

5.1 Disclosure to and Property of Company. 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’s employment with Company (whether during business hours or otherwise and whether on Company’s premises or otherwise) that relate to Company’s (or any of its affiliates’) business, trade secrets, products or services (including, 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 customers’ 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, “Confidential Information”) 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 other writings or materials of any type embodying any of such information, ideas, concepts, improvements, discoveries, inventions and other similar forms of expression

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(collectively, “Work Product”) are and shall be the sole and exclusive property of Company (or its affiliates). Upon Executive’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.

5.2 Disclosure to Executive. Company has disclosed 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 entrusted and will entrust Executive with business opportunities of Company (or its affiliates), and/or has placed 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 and Work Product of Company (or its affiliates).

5.3 No Unauthorized Use or Disclosure. Executive agrees that he shall not, at any time during or after Executive’s employment with Company, make any unauthorized disclosure of, and shall 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’s responsibilities during the course of Executive’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 or otherwise contest such disclosure. 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’s employment with Company exclusively belongs to Company (and not to Executive), and Executive shall 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’s obligations under this Article 5. As a result of Executive’s employment with Company, Executive may also from time to time have access to, or knowledge of, Confidential 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’s Confidential Information and Work Product.

5.4 Ownership by Company. If, during Executive’s employment with 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’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’s premises or otherwise), including any Work

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Product, Company shall be deemed the author of such work if the work is prepared by Executive in the scope of Executive’s employment; or, if the work is not prepared by Executive within the scope of Executive’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’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’s worldwide right, title, and interest in and to such work and all rights of copyright therein.

5.5 Assistance by Executive. During the period of Executive’s employment with Company and thereafter, Executive shall assist Company and its nominee, at any time, in the protection of Company’s (or its affiliates’) 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.

5.6 Remedies. Executive acknowledges that money damages would not be sufficient remedy for any breach of this Article 5 by Executive, and Company or its affiliates shall be entitled to enforce the provisions of this Article 5 by terminating payments then owing to Executive under this Agreement (except for any termination or severance payment under Article 4) or otherwise and to specific performance and injunctive relief as remedies for such breach or any threatened breach. Notwithstanding the preceding sentence, during any period in which Executive is alleged to be in breach of this Article 5 but during which he continues to be an employee of Company, Company shall not be entitled to terminate payments of base salary or annual bonus owing to Executive under paragraph 3.2. Such remedies shall not be deemed the exclusive remedies for a breach of this Article 5 but shall be in addition to all remedies available at law or in equity, including the recovery of damages from Executive and his agents.

ARTICLE 6: NON-COMPETITION OBLIGATIONS

6.1 Non-Competition Obligations. As part of the consideration for the compensation and benefits to be paid to Executive hereunder, to protect the trade secrets and confidential information of Company and its affiliates that have been or will in the future be disclosed or entrusted to Executive, the business good will of Company and 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 and its affiliates, and as an additional incentive for Company to enter into this Agreement, Company and Executive agree to the provisions of this Article 6. Executive agrees that, during the period of Executive’s non-competition obligations hereunder, Executive shall not, directly or indirectly for Executive or for others:

(i)

during the term of his employment with Company, engage in any Business that is competitive with the Business conducted by Company, and following the date of termination of his employment with Company, engage in any coal or coal-related business within any state in which Company is at the time of such termination conducting any coal or coal-related business;

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(ii)

during the term of his employment with Company, render any advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, with any Business that is competitive with the Business conducted by Company, and following the date of termination of his employment with Company, render any advice or services to, or otherwise assist, any other person, association, or entity who is engaged, directly or indirectly, in any coal or coal-related business within any state in which Company is at the time of such termination conducting any coal or coal-related business;

(iii)

induce any employee of Company or its affiliates to terminate his or her employment with Company or its affiliates, or hire or assist in the hiring of any such employee by any person, association, or entity not affiliated with Company; or

(iv)

request or cause any customer of Company or its affiliates to terminate any business relationship with Company or its affiliates.

For purposes of this Article 6, “Business” shall mean any coal or coal-related business, aggregates business, or other type of business as to which the revenues of such business comprise seven and one-half percent or more of the lesser of the revenues of Oxford LP or the earnings of Oxford LP before interest, taxes, depreciation and amortization. The non-competition obligations under this Agreement shall apply during the period that Executive is employed with Company (but, during such employment, with the Business scope and geographic scope of such obligations measured as of the relevant date during Executive’s employment with Company). The non-competition obligations under this Agreement shall also continue for 12 months after the date of the termination of Executive’s employment in the event Executive is entitled to receive and receives any termination or severance payment under paragraph 4.1, paragraph 4.2, paragraph 4.3 and/or paragraph 4.4. Executive understands that the foregoing restrictions may limit Executive’s ability to engage in certain businesses during the period provided for above, but acknowledges that Executive will receive sufficiently high remuneration and other benefits under this Agreement to justify such restrictions.

6.2 Enforcement and Remedies. Executive acknowledges that money damages would not be sufficient remedy for any breach of this Article 6 by Executive, and Company shall be entitled to enforce the provisions of this Article 6 by terminating any payments then owing to Executive under this Agreement (except for any termination or severance payment under Article 4) and/or 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 6, but shall be in addition to all remedies available at law or in equity to Company, including, without limitation, the recovery of damages from Executive and Executive’s agents involved in such breach and remedies available to Company pursuant to other agreements with Executive.

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6.3 Reformation. It is expressly understood and agreed that Company and Executive consider the restrictions contained in this Article 6 to be reasonable and necessary to protect the proprietary information of Company and its affiliates. Nevertheless, if any of the aforesaid restrictions are found by a court having 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 such courts so as to be reasonable and enforceable and, as so modified by the court, to be fully enforced.

ARTICLE 7: NONDISPARAGEMENT

Executive shall refrain, both during the employment relationship and after the employment relationship terminates, from publishing any oral or written statements about Company, its affiliates, or any of such entities’ officers, employees, agents or representatives that (i) are slanderous, libelous, or defamatory; (ii) disclose private or confidential information about Company, its affiliates, or any of such entities’ business affairs, officers, employees, agents, or representatives; (iii) constitute an intrusion into the seclusion or private lives of the officers, employees, agents, or representatives of Company or its affiliates; (iv) give rise to unreasonable publicity about the private lives of the officers, employees, agents, or representatives of Company or its affiliates; (v) place Company, its affiliates, or any of such entities’ officers, employees, agents, or representatives in a false light before the public; or (vi) constitute a misappropriation of the name or likeness of Company, its affiliates, or any of such entities’ officers, employees, agents, or representatives. A violation or threatened violation of this prohibition may be enjoined by the courts. The rights afforded Company and its affiliates under this provision are in addition to any and all rights and remedies otherwise afforded by law.

Company agrees that, both during Executive’s employment relationship and after the employment relationship terminates, Company, its affiliates, and such entities’ officers, employees, agents or representatives shall refrain from publishing any oral or written statements about Executive that (i) are slanderous, libelous, or defamatory; (ii) disclose private or confidential information about Executive; (iii) constitute an intrusion into the seclusion or private life of Executive; (iv) give rise to unreasonable publicity about the private life of Executive; (v) place Executive in a false light before the public; or (vi) constitute a misappropriation of the name or likeness of Executive. A violation or threatened violation of this prohibition may be enjoined by the courts. The rights afforded Executive under this provision are in addition to any and all rights and remedies otherwise afforded by law.

The nondisparagement obligations of this Article 7 shall not apply to communications with law enforcement or required testimony under law or court process.

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ARTICLE 8: MISCELLANEOUS

8.1 Notices. 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:


If to Company to:		Oxford Resources GP, LLC
		00 Xxxxx Xxxx Xxxxxx
		Xxxxx 0000
		Xxxxxxxx, Xxxx 00000
		Attention: Chairman of the Board

with a copy to:		AIM Infrastructure MLP Fund, L.P.
		000 Xxxxx Xxxx
		Xxxxx 000
		Xxxxxx Xxxx, Xxxxxxxxxx 00000
		Attention: Xxxxx X. Xxxxxx and Xxxxxxx X. Xxxxxxx

If to Executive to:		Xxxxxxx X. Xxxxxx
		0000 Xxxxx Xxxx
		Xxxxx Xxxxxxx, Xxxxxxxxxxxx 00000

with a copy to:		Xxxxxxxx & Shohl, LLP
		000 Xxx Xxxxxx
		Xxxxx 000
		Xxxxxxxxxx, Xxxx Xxxxxxxx 00000
		Attention: Xxxxxx X. Pack

or to such other address as either party may furnish to the other party in writing in accordance herewith, except that notices or changes of address shall be effective only upon receipt.

8.2 Applicable Law. This Agreement is entered into under, and shall be governed for all purposes by, the laws of the State of Ohio.

8.3 No Waiver. 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.

8.4 Severability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of that provision shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect.

8.5 Counterparts. 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 shall constitute one and the same agreement.

8.6 Withholding of Taxes and Other Employee Deductions. Company may withhold from any benefits and payments made pursuant to this Agreement or otherwise 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’s employees generally.

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8.7 Headings. The paragraph headings have been inserted for purposes of convenience and shall not be used for interpretive purposes.

8.8 Gender and Plurals. Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely.

8.9 Affiliate. As used in this Agreement, the term “affiliate” shall mean any entity which owns or controls, is owned or controlled by, or is under common ownership or control with Company.

8.10 Assignment and Assumption. 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 heirs. Except as provided in the preceding provisions of this paragraph, this Agreement, and the rights and obligations of the parties hereunder, are personal and neither this Agreement, nor any right, benefit, or obligation of either party, shall be subject to voluntary or involuntary assignment, alienation or transfer, whether by operation of law or otherwise, without the prior written consent of the other party.

8.11 Term. This Agreement has a term co-extensive with the term of employment provided for in Article 2. Termination shall not affect any right or obligation of any party which is accrued or vested prior to such termination. The provisions of paragraphs 2.4 and 2.5 and Articles 4, 5, 6, 7 and 8 shall survive any termination of this Agreement.

8.12 Entire Agreement. Except as provided in the Excepted Plans/Agreements (as defined below), as of the Effective Date, this Agreement shall constitute the entire agreement of the parties with regard to the subject matter hereof, and shall contain all the covenants, promises, representations, warranties and agreements between the parties with respect to employment of Executive with Company. Any modification of this Agreement shall be effective only if it is in writing and signed by the party to be charged. For purposes hereof, the “Excepted Plans/Agreements” are (i) the written benefit plans and programs referenced in paragraph 3.3(iii) and 3.3(iv) (and any agreements between Company and Executive that have been executed under such plans and programs) and paragraph 4.9, (ii) any signed written agreement contemporaneously or hereafter executed by Company and Executive and (iii) any exceptions provided for in the terms of this Agreement.

8.13 Legal Expenses; Indemnification. Company shall reimburse Executive for his reasonable attorneys’ fees, not to exceed $5,000, in connection with the review and negotiation of this Agreement. In addition, if Executive incurs legal costs and expenses (including reasonable attorneys’ fees) in any contest relating to rights under this Agreement and prevails in such contest, Company shall reimburse Executive (and his heirs, executors, and administrators) for his reasonable legal costs and expenses (including reasonable attorneys’ fees) incurred with respect to such contest. Executive shall be indemnified and held harmless by Company during the term of this Agreement and following any termination of this Agreement for any reason whatsoever in the same manner as would any other executive employee of Company with respect to acts or omissions occurring prior to the termination of employment of Executive.

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8.14 Liability Insurance. Company shall maintain a directors’ and officers’ insurance liability policy throughout the term of this Agreement and shall provide Executive with coverage under such policy on terms and for amounts not less favorable to Executive than provided to other Senior Executives.

8.15 Arbitration.

(i) Company and Executive agree to submit to final and binding arbitration any and all disputes or disagreements concerning the interpretation or application of this Agreement, the termination of this Agreement, or any other aspect of the Executive’s employment relationship with Company or the termination thereof. Any such dispute or disagreement shall be resolved by arbitration in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association before a single arbitrator. Arbitration shall take place in Columbus, Ohio, unless the parties mutually agree to a different location. Company and Executive agree that the decision of the arbitrator shall be final and binding on both parties. Any court having jurisdiction may enter a judgment upon the award rendered by the arbitrator. The costs of the proceedings shall be borne equally by the parties unless the arbitrator orders otherwise.

(ii) Notwithstanding the provisions of paragraph 8.15(i), (a) Company may, if it so chooses, bring an action in any court of competent jurisdiction for temporary or preliminary injunctive relief to enforce Executive’s obligations under Article 5, 6 or 7, pending a decision by the arbitrator in accordance with paragraph 8.15(i), and (b) Executive may, if he so chooses, bring an action in any court of competent jurisdiction for temporary or preliminary injunctive relief to enforce Company’s obligations under Article 7, pending a decision by the arbitrator in accordance with paragraph 8.15(i).

[Signature page follows.]

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IN WITNESS WHEREOF, Company and Executive have executed this Agreement effective as of the Effective Date.


Oxford Resources GP, LLC

By:		/s/ Xxxxxxx X. Xxxxxxxx
Name:		Xxxxxxx X. Xxxxxxxx
Title:		President and Chief Executive Officer

		“COMPANY”

/s/ Xxxxxxx X. Xxxxxx

Xxxxxxx X. Xxxxxx

“EXECUTIVE”

[Signature Page to Employment Agreement]

AGREEMENT AND RELEASE

This Agreement and Release (this “Agreement and Release”) is entered into, effective as of [Date] (the “Effective Date”), by and between Xxxxxxx X. Xxxxxx (together with his heirs, administrators, executors and other personal representatives, collectively “Employee”) and Oxford Resources GP, LLC (together with each of its past and present parents, subsidiaries, affiliates, and their respective equityholders, partners, officer, directors, employees, attorneys and agents, collectively the “Company”).

This Agreement and Release serves as an agreement and release between Employee and the Company in connection with Employee’s termination of employment with the Company, as follows:

1. Background. Employee was employed as an executive of the Company in accordance with the terms of any Employment Agreement dated August 15, 2012 (the “Employment Agreement”), and his employment with the Company has now terminated. By reason of such termination, Employee is entitled to various benefits under the Employment Agreement including without limitation termination or severance benefits (“Termination/Severance Benefits”), some of which Termination/Severance Benefits are conditioned upon Employee executing this Agreement and Release. While this Agreement and Release is a prerequisite to Employee’s receipt of some of such Termination/Severance Benefits, this Agreement and Release shall not otherwise in any way affect such Termination/Severance Benefits.

2. Release. In consideration of his receipt of the Termination/Severance Benefits, Employee hereby waives, releases, acquits, and discharges the Company from any and all claims, causes of action, demands, judgments, damages, expenses, and liabilities that Employee ever had, now has, or may have against the Company, whether known or unknown or suspected by Employee to exist, through the date of this Agreement and Release, including, without limitation, any such claims, causes of action, demands, judgments, damages, expenses, or liabilities arising out of Employee’s employment with the Company or the termination of such employment with the Company, or pursuant to any contract, implied contract, or other common law theory of recovery, or under any federal, state, or local laws, ordinances, or regulations, including, without limitation, those arising under the Age Discrimination in Employment Act of 1967 (ADEA), the Older Workers Benefits Protection Act (OWBPA), or the Uniformed Services Employment and Reemployment Rights Act (USERRA), but excluding all claims to vested benefits and payments Employee may have under any compensation or benefit plan, program or arrangement, including the Employment Agreement. Additionally, Employee waives and releases any right Employee may have to recover any damages resulting from any action or suit instituted on Employee’s behalf by the Equal Employment Opportunity Commission, Ohio Civil Rights Commission, or other fair employment practices agency. Employee represents and agrees that Employee has not assigned or transferred any of the released claims, or any portion thereof, to a third person.

3. Nonadmission. Nothing in this Agreement and Release is to be construed as an admission of liability by the Company of any discriminatory conduct or practice or any other unlawful conduct.

4. Confidentiality. The circumstances leading up to this Agreement and Release and the terms of this Agreement and Release shall remain confidential and shall not be disclosed in any manner by the Company to any third person other than its advisors or by Employee to any third person other than his advisors, or as required by law.

5. Period of Consideration. Employee agrees that he has read and fully understands the terms of this Agreement and Release. Employee agrees that he is signing this Agreement and Release voluntarily. Employee further acknowledges that he has been given a period of twenty-one (21) days to consider this Agreement and Release. Thereafter, unless Employee accepts this Agreement and Release within this twenty-one (21) day period, this Agreement and Release will be withdrawn in its entirety. Employee is encouraged to seek legal counsel prior to executing this Agreement and Release.

6. Revocation. Employee has the right to revoke this Agreement and Release within seven (7) days of signing it. This Agreement and Release will not be effective or enforceable until the seven (7) day revocation period has expired. To revoke this Agreement and Release, Employee must send a registered letter to: Oxford Resources GP, LLC, 00 Xxxxx Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxx 00000-0000, Attention: Chief Legal Officer. To be effective, this notice of revocation must be received at such address before the close of business on the seventh (7^th) day after Employee signs this Agreement and Release.

7. Governing Law. This Agreement and Release shall be governed by Ohio law, and Ohio courts shall have jurisdiction over any disputes arising under this Agreement and Release.

EMPLOYEE REPRESENTS THAT EMPLOYEE HAS CAREFULLY READ THIS AGREEMENT AND RELEASE CONSISTING OF THREE (3) PAGES, INCLUDING THE SIGNATURE PAGE, AND FULLY UNDERSTANDS ALL OF THE TERMS. EMPLOYEE ACKNOWLEDGES THAT HE WAS GIVEN UP TO TWENTY-ONE (21) DAYS WITHIN WHICH TO CONSIDER THIS AGREEMENT AND RELEASE, THAT HE WAS ADVISED TO CONSULT WITH LEGAL COUNSEL PRIOR TO SIGNING THIS AGREEMENT AND RELEASE, AND THAT HE HAS THE RIGHT TO REVOKE THIS AGREEMENT AND RELEASE, IN WRITING, FOR A PERIOD NOT TO EXCEED SEVEN (7) DAYS AFTER THE DATE ON WHICH IT IS SIGNED BY EMPLOYEE. TO REVOKE THIS AGREEMENT AND RELEASE, EMPLOYEE MUST SEND A REGISTERED LETTER TO: OXFORD RESOURCES GP, LLC, 00 XXXXX XXXX XXXXXX, XXXXX 0000, XXXXXXXX, XXXX 00000-0000, ATTENTION: CHIEF LEGAL OFFICER, WHICH IN ORDER TO BE AN EFFECTIVE REVOCATION MUST BE RECEIVED AT SUCH ADDRESS BEFORE THE CLOSE OF BUSINESS ON THE SEVENTH (7^TH) DAY AFTER EMPLOYEE SIGNS THIS AGREEMENT AND RELEASE. THE PARTIES HEREBY

ACKNOWLEDGE THAT, IF EMPLOYEE DOES NOT EXERCISE THIS RIGHT TO REVOKE, THIS AGREEMENT AND RELEASE WILL BE A BINDING CONTRACT IN ACCORDANCE WITH ITS TERMS. EMPLOYEE ALSO REPRESENTS THAT EMPLOYEE HAS HAD A FULL OPPORTUNITY TO HAVE THIS AGREEMENT AND RELEASE REVIEWED BY LEGAL COUNSEL SELECTED BY EMPLOYEE. EMPLOYEE ADDITIONALLY REPRESENTS THAT EMPLOYEE UNDERSTANDS THE CONTENT AND CONSEQUENCES OF SIGNING THIS AGREEMENT AND RELEASE AND THAT EMPLOYEE EXECUTES IT AS HIS OWN FREE ACT AND DEED INTENDING TO BE LEGALLY BOUND BY IT. EMPLOYEE FURTHER REPRESENTS THAT EMPLOYEE UNDERSTANDS THAT EMPLOYEE IS WAIVING, AMONG OTHER THINGS, ANY RIGHTS OR CLAIMS ARISING UNDER FEDERAL OR STATE LAW.



Xxxxxxx X. Xxxxxx

Date:

Oxford Resources GP, LLC

By:

Name:

Title:

Date:

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EMPLOYMENT AGREEMENT

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