exv10w11



 




Exhibit
10.11





EMPLOYMENT AGREEMENT



This Employment Agreement (“Agreement”) between Michael D. Watford (“Watford”), Ultra Petroleum
Corp. (the “Company”), a Yukon Territories corporation and each of the Company’s subsidiaries; UP
Energy Corporation; Ultra Resources, Inc. and Sino-American Energy Corporation, all having their
principal place of business at 363 N. Sam Houston Parkway East, Suite 1200, Houston, Texas 77060,
is effective as of February 1, 2004.



WHEREAS, Watford and the Company have previously entered into an Employment Agreement dated
effective as of February 1, 2001 (the “February 1 Agreement”); and



WHEREAS, Watford and the Company desire that this Agreement will supercede the February 1
Agreement and the February 1 Agreement shall no longer be in force and effect;



WHEREAS, Watford is being employed as Chairman, Chief Executive Officer (“CEO”) and President of
the Company, and each of the Company’s subsidiaries;



WHEREAS, the Company believes it to be to their advantage to ensure Watford continues to render
services as hereinafter provided for the Company;



NOW, THEREFORE, in consideration of the mutual covenants and obligations herein contained, it is
mutually agreed between the parties hereto as follows:





	1.	 	Employment and Term. The Company hereby agrees to continue to employ Watford and
Watford hereby agrees to serve as the Chairman, CEO and President of the Company and each of
the Company’s subsidiaries. The term of this Employment Agreement shall be effective as of
the date first above written and shall terminate three (3) years from such date, unless
earlier terminated as hereinafter provided. After the initial term of Watford’s
employment, such employment shall be automatically extended for successive one-year periods,
unless earlier terminated as hereinafter provided or upon ninety (90) days’ advance notice by
the Board of Directors of the Company (the “Company Board”) to Watford of its intention to
not renew. For each such extension, the terms of employment shall be subject to approval by
the Company Board and agreed to by Watford. If agreement cannot be reached, or in the event
that the Company elects not to renew this Employment Agreement, Ultra Resources, Inc.
(“Resources”) shall pay Watford in accordance with the provisions of Section 5.






	2.	 	Position and Responsibilities. Watford shall serve as Chairman, CEO and
President of the Company and each of the Company’s subsidiaries. Watford shall have the
authority, power and duty to manage the business and affairs of the Company (subject to the
provisions of applicable law) and shall have such other obligations, duties, authority and
power to do all acts and things as are customarily done by a person holding the same or
equivalent position or performing duties similar to those to be performed by Watford in
corporations of similar





 









 






size as the Company and shall perform such managerial duties and responsibilities for the
Company as may be assigned to him by the Company Board and, at no additional remuneration,
shall serve in such other comparable positions with affiliates and associates of the Company
as the Company Board may from time to time designate.



3. Compensation.





	 	A.	 	In consideration of the services to be provided by Watford and the Company and each of
the Company’s subsidiaries will pay Watford a salary of $425,000 per annum. Such salary
shall be payable in conformity with the Company’s prevailing practice for executives’
compensation as such practice shall be established or modified from time to time. This
salary shall be reviewed annually by the Compensation Committee of the Company Board, who
will recommend appropriate increases, if any, to the Company Board for approval. Such
increases shall be based on the incumbent’s performance and then-current market conditions
for comparable positions.
	 
	 	B.	 	Salary payments shall be subject to all applicable withholding, payroll and other taxes.
	 
	 	C.	 	Watford shall be eligible to receive from the Company, on the basis of Company and
individual performance and assuming certain minimum performance goals are achieved, an
annual incentive compensation award ranging between fifty percent of his salary and one
hundred percent of his salary as determined by the Compensation Committee of the Company
Board. These incentive compensation awards shall be payable in lump sum at the end of the
year for which they apply. In addition, although not a component of Watford’s incentive
compensation program at this time, the Company Board may from time to time consider the
grant of options to Watford on an annual basis based upon his performance. The exercise
price for such options shall be the fair market value of the Company’s common stock
(“Common Stock”) as of the date of such option grant. The applicable performance targets,
goals and corresponding salary percentages of such incentive compensation awards shall be
proposed by Watford to the Compensation Committee for their review and recommendation to
the Company Board for approval on an annual basis prior to the start of the performance
year. All incentive compensation awards shall be subject to all applicable federal and
state withholding, payroll and other taxes.
	 
	 	D.	 	Watford shall be entitled to receive a one-time award of 200,000 stock options for
Common Stock, with an expiration period of ten (10) years. The exercise price for these
options shall be the fair market value (five day average closing price) of the Common
Stock as of the market close on February 6, 2004, as determined in accordance with
applicable regulations in both the United States and Canada. These stock options shall be
issued pursuant to a separate agreement between the Company and Watford and, except as
expressly set forth herein to the contrary, shall be subject to all of the terms and
conditions of the Ultra Petroleum Corp. 2000 Stock Incentive Plan (the “Plan”) pursuant
to which such options will be granted. Except as otherwise provided herein, these options
shall vest in accordance with the terms of the Plan.




2









 












	 	E.	 	Watford shall be entitled to employment retention bonuses under the condition and in the
event that he continues his employment and duties with the Company as described herein for the
periods set forth below. For these retention bonuses, Watford shall be entitled to receive an
aggregate of 60,000 Performance Shares of Common Stock under the Plan. These Performance
Shares shall be issued pursuant to a separate agreement between the Company and Watford and,
except as expressly set forth herein to the contrary, shall be ‘ subject to all of the terms
and conditions of the Plan. These shares shall vest in three equal parts at twelve-month
intervals, with the first portion vesting at the completion of twelve months into the first
year of employment, and the remaining shares vesting at the completion of each twelve-month
period thereafter. Any remaining unvested shares will vest in full upon a Change of Control
(as defined below) of the Company. Upon the vesting of any shares, the Company shall forthwith
issue certificates representing such shares to Watford, subject to all applicable federal and
state withholding, payroll and other taxes.
	 
	 	F.	 	Resources will provide Watford with an automobile (the “Automobile”) for use by Watford
in connection with the performance of his duties under this Agreement. Watford may also use
the Automobile for reasonable personal use. Watford agrees to pay all operating costs of
the Automobile, and Resources agrees to reimburse to Watford the actual operating costs of
the Automobile upon the submission by Watford to the Company of receipts evidencing such
operating costs. Watford shall be provided with a new Automobile every two years.
	 
	 	G.	 	Watford shall be entitled to reimbursement of reasonable business expenses incurred while
performing his duties for the Company.
	 
	 	H.	 	Watford shall be entitled to participate in and to receive all rights and benefits
under any life insurance, disability, medical and dental, health and accident plans or
plans as may be implemented by Resources under the terms of this Agreement. Watford shall
also be entitled to participate in and to receive all rights and benefits under any
program adopted by Resources for any other or group of other senior employees of the
Company, including without limitation, the rights and benefits under the directors’ and
officers’ liability insurance currently in place under the Company’s insurance program for
the directors and officers of the Company.
	 
	 	I.	 	Watford shall be entitled to paid vacation during each full year of his employment
hereunder in accordance with the vacation policy adopted by the Company, but shall not
take more than ten consecutive business days at any given time. Such vacations shall be
taken at such times as are consistent with the reasonable business needs of the Company.






	4.	 	Understandings. The Company and Watford have agreed on several Understandings
regarding certain specific aspects of the Company’s business that will take effect upon
Watford’s employment with the Company. Exhibit A provides the list of
said Understandings.






	5.	 	Termination. The Company shall be entitled to terminate this Agreement and Watford’s




3









 












employment with the Company subject to Sections 5.B, 5.C, 5.D, 5.E, 5.G and 5.H at any time and
for whatever reason; or at any time for just cause by written notice to Watford. Termination of
Watford’s employment by the Company shall constitute “for just cause” if such termination is for
one or more of the following reasons: (i) the willful failure or refusal of Watford to render
services to the Company in accordance with his obligations under this Employment Agreement; such
failure or refusal to be uncured and continuing for a period of not less than 15 days after
notice outlining the situation is given by the Company to Watford; (ii) the commission by Watford
of an act of fraud or embezzlement against the Company or the commission by Watford of any other
action with the intent to injure the Company or (iii) Watford having been convicted of a felony.
In such event, Watford shall be entitled to no severance or other termination benefit.




	 	A.	 	Watford shall be entitled to terminate this Agreement and his employment with the
Company within, but not after six months following any of the following events (a
“Terminating Event”, or collectively, the “Terminating Events”): (i) Watford is assigned
any responsibilities or duties materially inconsistent with his position,
duties, responsibilities and status with the Company as in effect at the date of this Agreement or
as may be assigned to Watford pursuant to Section 2 hereof, or his title or offices as in
effect at the date of this Agreement or as Watford may be appointed or elected to in
accordance with Section 2 are materially changed; (ii) there is a Change of Control of the
Company; (iii) any failure by the Company to continue to provide Watford any benefit,
bonus, profit sharing, incentive, remuneration or compensation plan, stock ownership or
purchase plan in which Watford was entitled to participate in as of the date of this
Agreement, or the taking by the Company of any action adversely affecting Watford’s
participation in or materially reducing his rights or benefits under or pursuant to any such
plan or the failure by the Company to increase or improve such rights or benefits on a
basis consistent with practices in effect prior to the date of this Agreement with respect to
the senior executives of the Company generally, whichever is more favorable to Watford;
(iv) the Company requires Watford to relocate to any city or community other than the
City of Houston, Texas except for required travel on the Company’s business to an extent
substantially consistent with Watford’s business obligations under this agreement; or (v)
there is any material breach by the Company of any provision in this Agreement.
	 
	 	 	 	“Change in Control” shall mean any of the following:






     (1) any consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which shares of the Common Stock would
be converted into cash, securities or other property, other than a merger
of the Company in which the holders of the Common Stock immediately prior to
the merger have the same proportionate ownership of common stock of the surviving
corporation immediately after the merger;




     (2) any sale, lease, exchange or other transfer (in one transaction or a series of
related transactions) of all or substantially all of the assets of the Company;




     (3) any approval by the stockholders of the Company of any plan or proposal



4









 






for the liquidation or dissolution of the Company;




     (4) the cessation of control (by virtue of their not constituting a majority of
directors) of the Company Board by the individuals (the “Continuing Directors”) who (x) at
the date of this Agreement were directors or (y) become directors after the date of this
Agreement and whose election or nomination for election by the Company’s stockholders, was
approved by a vote of at least two-thirds of the directors then in office who were directors
at the date of this Agreement or whose election or nomination for election was previously so
approved; or




     (5) (A) the acquisition of beneficial ownership (within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934, as amended (“Beneficial Ownership”))
of an aggregate of 20% of the voting power of the Company’s outstanding voting securities by
any person or group (as such term is used in Rule 13d-5 under such Act) who Beneficially
Owned less than 10% of the voting power of the Company’s outstanding voting securities on the
date hereof, (B) the acquisition of Beneficial Ownership of an additional 5% of the voting
power of the Company’s outstanding voting securities by any person or group who Beneficially
Owned at least 10% of the voting power of the Company’s outstanding voting securities on the
date hereof, or (C) the execution by the Company and a stockholder of a contract that by its
terms grants such stockholder (in its, her or his capacity as a stockholder) or such
stockholder’s Affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933
(an “Affiliate”)) including, without limitation, such stockholder’s nominee to the Board of
Directors (in its, her or his capacity as an Affiliate of such stockholder), the right to
veto or block decisions or actions of the Board of Directors; provided, however, that
notwithstanding the foregoing, the events described in items (A) or (B) above shall not
constitute a Change in Control hereunder if the security holder is any other person whose
acquisition of shares of voting securities is approved in advance by a majority of the
Continuing Directors.




     (6) subject to applicable law, in-a Chapter 11 bankruptcy proceeding, the appointment
of a trustee or the conversion of a case involving the Company to a case under Chapter 7.




	 	B.	 	Subject to Sections 5.G and 5.H, if an agreement cannot be reached as to the terms of any
extension of this Agreement, or in the event that the Company elects not to renew this
Employment Agreement at the end of its initial term or any extended term, Watford shall be
entitled to receive from the Company, within 30 days after the date of termination, a
one-time severance payment equal to the sum of the following: (i) 100% of Watford’s salary
for the 12 months immediately preceding the termination; plus (ii) an incentive compensation
award equal to the most recent annual bonus, less any withholdings or deductions required by
law.
	 
	 	C.	 	Subject to Sections 5.G and 5.H, the termination by the Company of this Agreement and
Watford’s employment with the Company, other than for just cause, or termination by Watford of
this Agreement and Watford’s employment for any Terminating Event other





5









 






than a Change of Control, shall entitle Watford to receive from the Company, within 30 days
after the date of termination, a one-time severance payment equal to the sum of the
following: (i) 100% of Watford’s salary for the 12 months immediately preceding the
termination; plus (ii) an incentive compensation award equal to the most recent bonus, less
any withholdings or deductions required by law.




	 	D.	 	Subject to Sections 5.G and 5.H, the termination by the Company of this Agreement and
Watford’s employment with the Company following a Change of Control, other than for just
cause, or termination by Watford of this Agreement and Watford’s employment for a Change of
Control, shall entitle Watford to receive from the Company, within 30 days after the date of
termination, a one-time severance payment equal to two and a half (2.5) times the sum of the
following: (i) 100% of Watford’s salary for the 12 months immediately preceding the
termination; plus (ii) an incentive compensation award equal to the most recent bonus, less
any withholdings or deductions required by law.
	 
	 	E.	 	Upon the termination by the Company of this Agreement and Watford’s employment with the
Company, other than for just cause, or termination by Watford of this Agreement and Watford’s
employment for a Terminating Event, all previously awarded stock options which have not
previously vested shall vest immediately in full.
	 
	 	F.	 	The parties agree that, because there can be no exact measure of the damages which would
occur to Watford as a result of termination of employment, such payments which are
contemplated in Sections 5.B., 5.C. and 5.D. shall be deemed to constitute liquidated damages
and not a penalty and the Company agrees that Watford shall not be required to mitigate his
damages.
	 
	 	G.	 	In addition to the payments required to be made pursuant to Sections 5.B., 5.C. or 5.D., upon
termination of this Agreement by the Company pursuant to Section 5 or by Watford pursuant to
Section 5.A. or 5.I., the salary otherwise payable to and earned by Watford to the date of
termination shall be prorated to the date of termination and shall become due and payable
within 30 days after the date of termination and all other forms of compensation payable to
Watford pursuant to Section 3 shall, except as expressly provided herein or in any Schedule
hereto, terminate on the date of the termination; provided that as expeditiously as possible
after the termination Resources shall pay or reimburse Watford for all reasonable business
expenses incurred prior to the termination. Notwithstanding the foregoing, unless terminated
for just cause, Watford shall have a period of one year from the date of termination to
exercise any stock options that have been awarded and vested to him as of the date of
termination, provided that in the event all outstanding-options of the Company are to be
cancelled in connection with an extraordinary corporate transaction, Watford shall be given
the same opportunity to exercise his stock options as is given to each other option holder
prior to cancellation of his options; and further provided that Resources shall continue to
make available to Watford the benefits set forth in Section 3.H. herein for a period of not
less than 18 months as defined under COBRA Continuation (Public Law 99-272); and further
provided that Resources shall, within thirty (30) days of the date of termination, transfer
title ownership of the Automobile, free and clear of any liens thereon, with the





6









 






title ownership of the Automobile, free and clear of any liens thereon, with the understanding
that Watford shall be responsible for ongoing operating expenses for said automobile
thereafter. The Company shall also pay all indemnity payments as set forth in this Agreement,
and all legal fees and expenses incurred by Watford as a result of such termination (including
all such fees and expenses, if any, incurred in contesting or disputing any such termination
or in seeking to obtain or enforce any right or benefit provided by this Agreement).




	 	H.	 	Limitation on Payments.
	 
	 	(1)	 	If any of the payments or benefits received or to be received by Watford in connection with
a Change of Control or Watford’s termination of employment (whether pursuant to the terms of
this Agreement or any other plan, arrangement or agreement with the Company, any person whose
actions result in a Change of Control or any person affiliated with the Company or such
person) (such payments or benefits, excluding the Gross-Up Payment, being hereinafter
referred to as the “Total Payments”) would be subject to the excise tax (the “Excise Tax”)
imposed under Section 4999 of the Internal Revenue Code of 1986 (the “Code”), the Company
shall pay to Watford an additional amount (the “Gross-Up Payment”) such that the net amount
retained by Watford, after deduction of any Excise Tax on the Total Payments and any federal,
state and local income and employment taxes and Excise Tax upon the Gross-Up Payment, shall
be equal to the Total Payments. For purposes of determining the amount of the Gross-Up
Payment, Watford shall be deemed to pay federal income taxes at the highest marginal rate of
federal income taxation in the calendar year in which the Gross-Up Payment is to be made and
state and local income taxes at the highest marginal rates of taxation in the state and
locality of the residence of Watford on the date of the termination of Watford’s employment,
net of the maximum reduction in federal income taxes which could be obtained from deduction
of such state and local taxes.
	 
	 	(2)	 	All determinations required to be made under this Section 5.H, including whether a
Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by the
independent accounting firm which served as the Company’s auditor immediately prior to the
Change of Control (the “Accounting Firm”), which shall provide detailed supporting
calculations both to the Company and Watford within fifteen (15) business days after the
date of the termination of Watford’s employment. In the event that the Accounting Firm is
also serving as accountant or auditor for the individual, entity, or group effecting the
Change of Control, Watford may appoint another nationally recognized public accounting firm
to make the determinations required hereunder (which accounting firm shall then be referred
to as the Accounting Firm hereunder), by giving written notice of such appointment to the
Company within five (5) business days after the date of the termination of Watford’s
employment. All fees and expenses of the Accounting Firm shall be borne solely by the
Company and it shall be the Company’s obligation to cause the Accounting Firm to take any
actions required hereby.
	 
	 	 	 	If the Accounting Firm determines that no Excise Tax is payable by Watford, it shall furnish
Watford with an opinion that he has substantial authority not to report any Excise




7









 












Tax on his federal income tax return. As a result of the uncertainty in the application
of Section 4999 of the Code at the time of the initial determination by the Accounting Firm
hereunder, it is possible that a Gross-Up Payment which will not have been made by the Company
should have been made (“Underpayment”), consistent with the calculations required to be made
hereunder. In the event that the Company exhausts its remedies pursuant to Section 5.H(3) and
Watford thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such Underpayment shall be
promptly paid by the Company to or for the benefit of Watford.




	 	(3)	 	Watford shall notify the Company in writing of any claim by the Internal Revenue Service
that, if successful, would require the payment by the Company of the Gross-Up Payment. Such
notification shall be given as soon as practicable but no later than ten (10) business days
after Watford knows of such claim and shall apprise the Company of the nature of such claim
and the date on which such claim is requested to be paid. Watford shall not pay such claim
prior to the expiration of the thirty-(30) day period following the date on which he or she
gives such notice to the Company (or such shorter period ending on the date that any payment
of taxes with respect to such claim is due). If the Company notifies Watford in writing
prior to the expiration of such period that it desires to contest such claim, Watford shall:






	 	(i)	 	give the Company any information reasonably requested by the Company
relating to such claim,
	 
	 	(ii)	 	take such action in connection with contesting such claim as the Company
shall reasonably request in writing from time to time, including, without limitation,
accepting legal representation with respect to such claim by an attorney reasonably
selected by the Company,
	 
	 	(iii)	 	cooperate with the Company in good faith in order to effectively contest such claim,
	 
	 	(iv)	 	permit the Company to participate in any proceedings relating to such claim, provided,
however, that the Company shall bear and pay directly all costs and expenses
(including additional interest and penalties) incurred in connection with such
contest and shall indemnify and hold Watford harmless, on an after-tax basis, for any
Excise Tax or income tax, including interest and penalties with respect thereto,
imposed as a result of such representation and payment of costs and expenses. Without
limitation on the foregoing provisions of this Section 5.H(3), the Company shall
control all proceedings taken in connection with such contest and, at its sole
option, may pursue or forgo any and all administrative appeals, proceedings, hearings
and conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct Watford to pay the tax claimed and sue for a refund, or
contest the claim in any permissible manner, and Watford agrees to prosecute such
contest to a determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more




8









 












appellate courts, as the Company shall determine; provided, however, that if the
Company directs Watford to pay such claim and sue for a refund, the Company shall
advance the amount of such payment to Watford, on an interest-free basis and shall
indemnify and hold Watford harmless, on an after-tax basis, from any Excise Tax or
income tax, including interest or penalties with respect thereto, imposed with
respect to such advance or with respect to any imputed income with respect to such
advance; and further provided that any extension of the statute of limitations
relating to payment of taxes for the taxable year of Watford with respect to which
such contested amount is claimed to be due is limited solely to such contested
amount. Furthermore, the Company’s control of the contest shall be limited to issues
with respect to which a Gross-Up Payment would be payable hereunder and Watford
shall be entitled to settle or contest, as the case may be, any other issue raised
by the Internal Revenue Service or any other taxing authority.




(4) If, after the receipt by Watford of an amount advanced by the Company pursuant to
Section 5.H(3), Watford becomes entitled to receive any refund with respect to such claim,
Watford shall (subject to the Company’s complying with the requirements of Section 5.H(3))
promptly pay to the Company the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto). If, after the receipt by Watford of an
amount advanced by the Company pursuant to Section 5.H(3), a determination is made that
Watford shall not be entitled to any refund with respect to such claim and the Company does
not notify Watford in writing of its intent to contest such denial of refund prior to the
expiration of thirty days after such determination, then such advance shall be forgiven and
shall not be required to be repaid and the amount of such advance shall offset, to the
extent thereof, the amount of Gross-Up Payment required to be paid.




	 	I.	 	Notwithstanding anything to the contrary herein, Watford shall be entitled to terminate
this Agreement and his employment with the Company at his pleasure upon sixty (60) days
written notice to such effect. In such event, Watford shall not be entitled to any further
compensation except as set forth in Section 5.G. The Company acknowledges and agrees that
the Company shall have no remedy against Watford, in law or otherwise, upon the termination
of this Agreement and Watford’s employment with the Company in accordance with this Section
5.1.
	 
	 	J.	 	In the event that Watford’s employment with the Company as described herein is
terminated for whatever reason, Watford will also resign from the Company Board and the
Boards of all its subsidiaries, effective on the date of termination.
	 
	 	K.	 	Notwithstanding the termination of this Agreement under Section 5, the provisions of
Sections 5, 11, 12 and 13, and all other provisions hereof which by their terms are to be
performed following termination hereof shall survive such termination and be continuing
thereafter.





9









 








	6.	 	Confidentiality and Non-Solicitation.








	 	A.	 	Acknowledgment. Watford agrees and acknowledges that in the course of rendering services
to the Company and its subsidiaries he will have access to and will become acquainted with
confidential information about the professional, business and financial affairs of the
Company, the Company’s direct or indirect subsidiaries (for purpose of Section 6 herein, the
term Company shall include any of the Company’s direct or indirect subsidiaries), and the
Company’s strategy and procedures, and may have contributed to or may in the future
contribute to such information. Watford further recognizes that he is employed as a key
employee, that the Company is engaged in a highly competitive business, and that the success
of the Company in the marketplace depends upon its good will and reputation, its innovative,
aggressive, cutting-edge and/or novel methods of exploiting oil and gas reserves, and the
marketing such oil and gas. Watford recognizes that in order to guard the legitimate
interests of the Company it is necessary for the Company to protect all such confidential
information, good will and reputation.






	 	B.	 	Proprietary Information. In the course of his service to the Company, Watford may
have access to and may help create confidential information, including, but not limited to:
the identity of proposed transactions or the parties thereto, the status of negotiations
concerning proposed transactions, results of drilling or exploration, forecasts, budgets,
pricing information, Company developed methods of operation, oil and gas marketing and risk
management strategies and procedures, specialized know-how developed by the Company, business
documents or information, marketing data, trade secrets, personnel roster, including the
identity, qualifications and/or salary scale of any consultant or other Company employee, and
other information generated by the Company or arising in connection with the Company’s
business the disclosure of which would give an advantage to the Company’s competitors.
Such information shall hereinafter be called “Proprietary Information” and shall include
any and all items enumerated in the preceding sentence which come within the scope of the
business activities of the Company as to which Watford has had or may have access, whether
previously existing, now existing or arising hereafter, whether or not conceived or developed
by others or by Watford alone or with others during the period of his service to the Company,
and whether or not conceived or developed during regular working hours. “Proprietary
Information” shall not include (a) any information which is in the public domain during the
period of service by Watford, provided such information is not in the public domain as a
consequence of disclosure by Watford in violation of this Agreement or by any other person who
was contractually obligated not to disclose such information and (b) any information not
considered confidential information by similar enterprises operating in the oil and gas
industry.
	 
	 	C.	 	Fiduciary Obligations. Watford agrees and acknowledges that Proprietary
Information belongs solely to the Company and is of critical importance to the Company and
that a use or disclosure of the Proprietary Information in violation of this Section 6 may
seriously and irreparably impair and damage the Company’s businesses. Watford therefore
agrees, while he is an employee of the Company and at all times thereafter, (a) to keep all
Proprietary Information in a fiduciary capacity for the sole benefit of the Company and (b)
not to use the Proprietary Information for the benefit of Watford or
any




10









 







	 		 	other
person or entity.
	 
	 	D.	 	Non-Disclosure. Watford shall not disclose, directly or indirectly (except as
required by law), any Proprietary Information to any person other than (a) the Company,
(b) employees of the Company that Watford reasonably believes have been authorized to
receive such information, (c) such other persons to whom Watford has been instructed to make
disclosure by the Company Board, or (d) Watford’s counsel so long as such counsel agrees to
keep all Proprietary Information confidential (in the case of clause (b) only to the extent
required in the course of Watford’s service to the Company). At the termination of
employment hereunder, Watford shall deliver to the Company all notes, letters, documents and
records which may contain Proprietary Information which are then in his possession or
control and shall not retain or use any copies or summaries thereof.
	 
	 	E.	 	Non-Solicitation of Employees. Watford further agrees that during
the period commencing on the date hereof and continuing until the first anniversary of the
termination of Watford’s employment by the Company, he will not directly or indirectly,
solicit the employment or engagement as a consultant of any person who was an employee of or
a consultant to the Company at any time during the last twelve months of Watford’s
employment with the Company, or hire such employee or engage as a consultant any such
person, unless in each case Watford obtains the prior written consent of the Company.






	7.	 	Consent and Waivers by Third Parties. Watford hereby represents and warrants that he
has obtained all necessary waivers and/or consents from third parties as to enable him to
accept employment with the Company on the terms and conditions set forth herein and to execute
and perform this Employment Agreement without being in conflict with any agreement,
obligations or understanding with any such third party.






	8.	 	Waivers and Modifications. This Employment Agreement may be modified, and the rights
and remedies of any provision hereof may be waived, only in accordance with this Section 8. No
modification or waiver by the Company shall be effective without the consent of at least a
majority of the Compensation Committee of the Company Board then in office at the time of such
modification or waiver. No waiver by either party of any breach by the other or any provision
hereof shall be deemed to be a waiver of any later or other breach thereof or as a waiver of
any other provision of this Employment Agreement. This Employment Agreement sets forth all of
the terms of the understandings between the parties with reference to the subject matter set
forth herein and may not be waived, changed, discharged or terminated orally or by any course
of dealing between the parties, but only by an instrument in writing signed by the party
against whom any waiver, change, discharge or termination is sought.






	9.	 	Governing Law. This Employment Agreement shall be construed in accordance with the laws of
the state of Texas.






	10.	 	Severability. In case any one or more of the provisions contained in this
Employment Agreement for any reason shall be held to be invalid, illegal or unenforceable in
any respect, such an invalidity or unenforceability shall not affect any other provision of
this Employment




11









 












Agreement, but this Employment Agreement shall be construed as if such invalid, illegal or
unenforceable provisions had never been contained herein.




	11.	 	Intellectual Property. Watford shall hold in trust for the benefit of the Company, and
shall disclose promptly and fully to the Company in writing, and hereby assigns, and binds his
heirs, executors, and administrators to assign, to the Company any and all inventions,
discoveries, ideas, concepts, improvements, copyrightable works, and other developments (the
“Developments”) conceived, made, discovered or developed by him, solely or jointly with
others, during the term of his employment by the Company, whether during or outside of usual
working hours and whether on the Company’s premises or not, that relate in any manner to the
past, present or anticipated business of the Company or any subsidiary. All works of
authorship created by Watford, solely or jointly with others, shall be considered works made
for hire under the Copyright Act of 1976, as amended, and shall be owned entirely by the
Company. Any and all such Developments shall be the sole and exclusive property of the
Company, whether patentable, copyrightable, or neither, and Watford shall assist and fully
cooperate in every way, at the Company’s expense, in securing, maintaining, and enforcing, for
the benefit of the Company or its designee, patents, copyrights or other types of proprietary
or intellectual property protection for such Developments in any and all countries. Within
one year following the end of the term of this Agreement and without limiting the generality
of the foregoing, any Development of Watford relating to any subject matter on which Watford
worked or was informed during his employment by the Company shall be conclusively presumed to
have been conceived and made prior to the termination of his employment (unless Watford
clearly proves that such Development was conceived and made following the termination of his
employment), and shall accordingly belong and be assigned to the Company and shall be
subject to this Agreement.






	12.	 	Indemnification.






	 	(a)	 	Indemnity. If Watford was, is or becomes a party to or witness or other
participant in, or is threatened to be made a party to or witness or other participant
in, a Claim (defined below) by reason of (or arising in part out of) an Indemnifiable
Event (defined below), the Company shall indemnify Watford to the fullest extent
permitted by law, as soon as practicable but in any event no later than thirty days after
written demand is presented to the Company, against any and all Expenses (defined below),
judgments, fines, penalties and amounts paid in settlement (including all interest,
assessments and other charges actually incurred and paid or payable in connection with or
in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement)
of such Claim. If so requested by Watford, the Company shall advance (within two business
days of such request) any and all Expenses to Watford (an “Expense Advance”); provided,
however, that the Company may require Watford first to deliver to the Company an
undertaking by or on behalf of Watford to repay such Expense Advance if it shall
ultimately be determined that he is not entitled to be indemnified by the Company.
	 
	 	(b)	 	Conditions. Notwithstanding the foregoing, (i) the obligations of the
Company under Section 12(a) shall be subject to the condition that the Reviewing Party
(defined below) shall not have determined (in a written opinion, in any case in which the
special,




12









 












independent counsel referred to in Section 12(c) hereof is involved) that Watford would not be
permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make
an Expense Advance pursuant to Section 12(a) shall be subject to the condition that, if, when and
to the extent that the Reviewing Party determines that Watford would not be permitted to be so
indemnified under applicable law, the Company shall be entitled to be reimbursed by Watford (who
hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however,
that if Watford commences legal proceedings in a court of competent jurisdiction to
secure a determination that Watford should be indemnified under applicable law,
any determination made by the Reviewing Party that Watford would not be permitted to be
indemnified under applicable law shall not be binding and Watford shall not be required to
reimburse the Company for any Expense Advance until a final judicial determination is made with
respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If
there has been no determination by the Reviewing Party or if the Reviewing Party determines that
Watford substantively would not be permitted to be indemnified in whole or in part under
applicable law, Watford shall have the right to commence litigation in any court in the State of
Texas having subject matter jurisdiction thereof and in which venue is proper seeking an initial
determination by the court or challenging any such determination by the Reviewing Party or any
aspect thereof, and the Company hereby consents to service of process and to appear in any such
proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on
the Company and Watford.




	 	(c)	 	Independent Counsel. If the determination of entitlement to indemnification is to
be made by Independent Counsel (defined below), the Independent Counsel shall be selected as
provided in this Section 12(c). The Independent Counsel shall be selected by majority vote of
a quorum of Disinterested Directors (defined below), and the Company shall give written notice
to Watford advising him of the identity of the Independent Counsel so
selected. Watford may, within seven days after receipt of the written notice, deliver to the Company a written
objection to the selection. His objection may be asserted only on the ground that the
Independent Counsel so selected does not meet the requirements of Independent Counsel as
defined in Section 12(h) below, and the objection shall set forth with particularity the
factual basis of the assertion. If written objection is made, the Independent Counsel so
selected shall be disqualified. If, within 20 days after submission by Watford of a
demand for indemnification pursuant to Section 12(a) of this Agreement, no Independent Counsel
shall have been selected, or if selected shall have been objected to, in accordance with this
Section 12(c), either the Company or Watford may petition a court of competent jurisdiction in
the State of Texas for the appointment as Independent Counsel of a person selected by that
court or by any other person that court shall designate, and the person so appointed shall act
as Independent Counsel. The Company shall pay all reasonable fees and expenses incident to the
procedures of this Section 12(c), regardless of the manner in which the Independent Counsel
was selected or appointed. The Company shall pay the reasonable fees and expenses of the
Independent Counsel and shall indemnify fully the Independent Counsel against any and all
expenses (including attorneys’ fees) claims, liabilities and damages arising out of or
relating to this Agreement or its engagement pursuant hereto.




13









 












	 	(d)	 	Claim. “Claim” shall mean any threatened, pending or completed action, suit or
proceeding, any inquiry or investigation, or any appeal therefrom whether conducted by the
Company or any other party, that Watford in good faith believes might lead to the institution
of any such action, suit or proceeding, whether civil, criminal, administrative, investigative
or other.
	 
	 	(e)	 	Indemnifiable Event. “Indemnifiable Event” shall mean any event or occurrence
related to the fact that Watford is or was serving the Company in some capacity, including
without limitation, as a director, officer, employee, agent (including trustee) or fiduciary
of the Company or of another corporation, partnership, joint venture, trust or other
enterprise, or by reason of anything done or not done by Watford in any such capacity.
	 
	 	(f)	 	Expenses. “Expenses” shall include attorneys’ fees and all other costs,
expenses and obligations actually incurred and paid in connection with investigating,
defending, being a witness in or participating in (including on appeal), or preparing to
defend, be a witness in or participate in any Claim relating to any Indemnifiable Event.
	 
	 	(g)	 	Reviewing Party. “Reviewing Party” shall mean a quorum of the Board of
Directors consisting of Disinterested Directors or, if such a quorum is not obtainable or if
such a quorum so directs, Independent Counsel. Any decision by such a quorum must be by a
majority vote of the quorum.
	 
	 	(h)	 	Independent Counsel. “Independent Counsel” shall mean a law firm, or a member
of a law firm, that is experienced in matters of Delaware corporate law and neither is,
nor in the past five years has been, retained to represent the Company or Watford in any
matter material to either such party or any other party to the Claim relating to an
Indemnifiable Event. Notwithstanding the foregoing, the term “Independent Counsel” shall
not include any person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the Company or
Watford in an action to determine Watford’s rights under this Agreement.
	 
	 	(i)	 	Disinterested Director. “Disinterested Director” shall mean a director of the
Company who is not and was not at any time a party to a Claim relating to an Indemnifiable
Event.






	13.	 	Guaranty. The Company hereby absolutely and unconditionally guarantees the prompt and
punctual payment and performance when due by Resources of all of Resources’ obligations
hereunder.




14









 










IN WITNESS WHEREOF, each of the parties hereto has executed this Employment Agreement under
seal as of the date and year first above written.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ULTRA PETROLEUM CORP. AND ITS SUBSIDIARIES
	 	 	 	 	 	 	For the Company Board


	Witnesses:	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Charlotte Kaufman
 

	 	 
	 	By:
	 	/s/ Dr. Wm. Charles Helton
 

	 	 	 	 	 	 
	Name: Charlotte Kaufman	 	 	 	Dr. Wm. Charles Helton
	 	 	 	 	 	 	Title: Chairman, Compensation Committee
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Renae DuBose	 	 	 	/s/ Mr. Michael D. Watford
	 	 	 	 	 	 	   	 	 
	Name:	 	Renae DuBose	 	 	 	Mr. Michael D. Watford






15









 






Exhibit A




UNDERSTANDINGS

between

Michael Watford and Ultra Petroleum Corp. Board of Directors




Authority’





	1.	 	The CEO position will also be the Chairman of the Ultra Petroleum Corp. (“Ultra”) Board of
Directors. He will report to the Board, who act on behalf of all Ultra shareholders.






	2.	 	The CEO will have authority over all Ultra operations.






	3.	 	The CEO will propose company strategies, business plans and budgets to the Board of Directors
for approval, as is customarily done in companies of this type. Following Board approval of
such strategies, business plans and budgets, the CEO will have the authority to carry out the
work and make corresponding expenditures within the overall intent and total quantities
authorized by the Board. The CEO shall review with the Board for their approval any proposed
changes in overall business direction or in overall budget expenditures that materially
differ from those previously authorized by the Board, as is customarily done in
companies of this type.





 Conflicts of lnterest



The Ultra Board shall establish a corporate policy regarding conflicts of interest. In
particular, this policy will address Ultra dealings with its partners and other companies that
share common directors, officers or investors with Ultra.




*******************************************************





16