0000950123-11-015416 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • February 18th, 2011 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • Texas

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made by and between Magnum Hunter Resources Corporation, a Delaware corporation (“Company”), and H.C. “Kip” Ferguson (“Executive”).

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STOCK OPTION AGREEMENT MAGNUM HUNTER RESOURCES CORPORATION STOCK INCENTIVE PLAN
Stock Option Agreement • February 18th, 2011 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • Delaware

THIS STOCK OPTION AGREEMENT (this “Agreement”) is made by and between MAGNUM HUNTER RESOURCES CORPORATION, a Delaware corporation (the “Company”), and (“Optionee”) as of , 2010, pursuant to the Magnum Hunter Resources Corporation Stock Incentive Plan (the “Plan”), which is incorporated by reference herein in its entirety.

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT Dated January 25, 2007
Purchase and Sale Agreement • February 18th, 2011 • Magnum Hunter Resources Corp • Crude petroleum & natural gas

Eagle Operating, Inc. (“Seller”) and Petro Resources Corporation (“Buyer”) have entered into a Purchase and Sale Agreement dated as of December 11,2007 and covering certain properties in Bottineau, Burke, Renville and McHenry Counties, North Dakota (the “Agreement”).

December 22, 2010
Magnum Hunter Resources Corp • February 18th, 2011 • Crude petroleum & natural gas • Texas

This letter, then, states the mutual agreement of the Company (for itself, its predecessors, successors, affiliates, partial affiliates, shareholders, officers, directors, agents, representatives, and employees, all individually and in their official capacities), on the one hand, and you, Wayne P. Hall (for yourself, your spouse, executors, heirs, beneficiaries, representatives, personal representatives, successors, assigns, legatees, and anyone claiming by or through you), on the other hand, regarding the termination of your employment with the Company, as follows.

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