EX-10.1






 EMPLOYMENT AGREEMENT




THIS EMPLOYMENT AGREEMENT (“Agreement”), dated as of June 23, 2008, (“Effective Date”) is
entered into by and between Double Eagle Petroleum Co., a Maryland corporation (the “Company”), and
Aubrey Harper (“Employee”). Company and Employee are collectively referred to as the “Parties”.



W I T N E S S E T H:




WHEREAS, the Company desires to employ Employee, and Employee desires to be employed by the
Company; and



WHEREAS, in order to establish the rights, duties and obligations of the Parties, Company and
Employee desire to enter into a binding agreement regarding the employment of Employee;



NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set
forth herein, the Parties, intending to be legally bound, hereby agree as follows:



ARTICLE ONE

POSITION & DUTIES




1.1 Title.



Employee shall serve as Vice President— Midstream Assets and President-Eastern Washakie
Midstream LLC, a wholly-owned subsidiary of the Company and agrees to perform services for the
Company and such other affiliates of the Company, as described herein.



1.2 Term.



The Employee’s employment shall be for an initial term of commencing on the Effective Date and
ending May 7, 2009, subject to the termination provisions herein (the “Term”). Employee hereby
agrees to be engaged by Company for the Term in such capacity. This Agreement shall automatically
renew for a term of one (1) year unless this Agreement is superseded by a new agreement, or unless
notice of non-renewal is delivered in writing by the Company at least sixty (60) days prior to the
end of the term then in effect, or unless this Agreement is otherwise terminated pursuant to the
provisions hereof. A notice of non-renewal of this Agreement by the Company to Employee shall give
rise to the severance benefits described in paragraph 3.5 below pursuant to the terms and
conditions set forth therein, unless the Company gives notice of termination for cause pursuant to
Section 3.2 a. and Section 3.3 of this Agreement. If this Agreement is terminated for cause, there
are no severance benefits. Bonuses, if any, shall not be deemed to be accrued or part of any
severance package unless and until the Board of Directors has declared and awarded the particular
bonus to the particular Employee.



1.3 Duties and Responsibilities.



Employee shall perform the tasks consistent with the office or position designated herein and
such other reasonable tasks directed by the position’s direct supervisor, by the CEO of the
Company, or by the Board of Directors of the Company. Employee hereby covenants and agrees to
perform the services for which he is hereby retained in good faith and with reasonable diligence in
light of attendant circumstances.



1.4 Performance of Duties.



During the term of the Agreement, except as otherwise approved by the CEO, the Board of
Directors or as provided below, Employee agrees to devote his full business time, effort, skill and
attention to the affairs of the Company and its subsidiaries, will use his best efforts to promote
the interests of the Company, and will discharge his responsibilities in a diligent and faithful
manner, consistent with sound business practices. The foregoing shall not, however, preclude
Employee from devoting reasonable time, attention and energy in connection with other activities,
provided that any such other activities do not interfere with the performance of his duties and
services hereunder and do not conflict with the business interests of the Company, and further
provided that Employee’s participation in those other activities is approved by the Board of
Directors.



1.5 Reporting Location.



For purposes of this Agreement, Employee’s reporting location shall be Casper, Wyoming, which
shall include the metropolitan area within a 60 mile radius from the Company’s current office at
that location.



ARTICLE TWO

COMPENSATION




2.1 Base Salary.



As compensation to Employee for the performance of his duties or obligations under this
Agreement, Company shall pay Employee a base salary (the “Base Salary”) of ONE HUNDRED, SIXTY FIVE
THOUSAND AND NO/100 DOLLARS ($165,000.00) annually, payable, at the election of the Company, in
monthly or semi-monthly installments subject to all federal, state, and municipal withholding
requirements. The Base Salary shall be prorated for any partial calendar month of employment.



2.2 Bonus Awards Within Discretion of Board.



In addition to receiving the Base Salary described in Section 2.1., Employee may, in the sole
discretion of the Board of Directors, be awarded such cash and/or non-cash bonuses (including any
combination of cash and non-cash components) from time to time as are approved by the Compensation
Committee of the Board of Directors or by the Board of Directors directly. . Any such bonus will
be paid to Employee no later than March 15 of the calendar year following the calendar year during
which the bonus was earned



2.3 Employee Benefit Plans.



During the term of employment hereunder, Employee shall be eligible to participate in any
employee benefit plans provided by the Company on the same basis as other similarly positioned or
titled employees, as such plans may be changed from time to time, in accordance with the provisions
of such plans, including, but not limited to, the Company’s qualified retirement plans and the
Company’s stock incentive plan(s), if any. Employee hereby agrees and acknowledges that nothing in
this Agreement shall guarantee Employee that any employee benefit plan shall be in effect during
the term of his or her employment nor shall guarantee Employee a right to any grant of stock
options, restricted stock or any other right under any stock incentive plan, or other plan.



2.4 Vacation.



Commencing upon Employee’s employment with the Company, Employee shall accrue, four (4) weeks
of vacation per calendar year, pro-rated proportionally for days worked as compared to the calendar
year accruable days in total. Unused vacation time may be carried over to a subsequent calendar
year provided, however, that no more than 1.5 times (1.5x) Employee’s authorized annual vacation
allocation may be accrued, at any given time. Additionally, upon termination, Employee shall be
paid for all accrued but unused vacation days.



ARTICLE THREE

TERMINATION OF EMPLOYMENT




Employee’s employment with the Company may be terminated as follows:



3.1 Death or Disability.



Upon the death or long-term disability of the Employee, this Agreement will automatically
terminate, and Employee (or his heirs in the case of death) will be entitled to receive his or her
Base Salary and benefits as listed above for a period of six (6) months from the Date of
Termination (as defined in Section 3.4 below). For purposes of this Agreement, “Disability” shall
mean the absence of the Employee from the Employee’s duties hereunder on a full-time basis for an
aggregate of 180 days within any given period of 270 consecutive days (in addition to any
statutorily required leave of absence and any leave of absence approved by the Company) as a result
of the incapacity of the Employee, despite any reasonable accommodation required by law, due to
bodily injury or disease or any other mental or physical illness of the Employee.



All of the Employee’s issued but unexercised or unvested stock options shall become fully
vested and exercisable upon Employee’s death or the termination of this Agreement due to Employee’s
long-term disability and shall remain exercisable until they are exercised or expire per the terms
of the option plan and/or agreement under which the option or shares were issued to Employee.



3.2 Termination by Company.



a. Termination for Cause.




This Agreement may be terminated for “cause” by Company immediately, without prior
notice (except as indicated herein below) and without severance pay or severance benefits.
For purposes hereof, “cause” shall mean any of the following events:




	 	i.	 	Any embezzlement or wrongful diversion of funds of Company or any affiliate
of Company by Employee;






	 	ii.	 	Malfeasance, poor performance as to core or delegated job assignments in the
opinion of the Board of Directors or insubordination by Employee in the conduct of his
duties;






	 	iii.	 	Failure to observe or strictly adhere to all Company policies put into effect
and/or amended from time to time;






	 	iv.	 	Abandonment by Employee of his job duties or repeated absences from
Company-directed tasks which are not otherwise excused by the Company;






	 	v.	 	Competing with the Company or otherwise diverting away from the Company
business opportunities intended for the Company or which could reasonably benefit the
Company’s core business;






	 	vi.	 	Other material breach of this Agreement by Employee that remains uncured for
a period of at least thirty (30) days following written notice from Company to
Employee of such alleged breach, which written notice describes in reasonable detail
the nature of such alleged breach; or






	 	vii.	 	Conviction of Employee or the entry of a plea of nolo contendere or
equivalent plea of a felony in a court of competent jurisdiction, or any other crime
or offense involving moral turpitude.






	 	b.	 	Reserved






	 	c.	 	Termination Without Cause






Notwithstanding the term provision of this Agreement, Company may terminate Employee
at any time without “cause”, upon providing written notice to Employee. Upon such
termination, Employee shall have the rights set forth in Section 3.5 a. below subject to
the other terms and conditions of Section 3.5.



d. Termination for Good Reason



Notwithstanding the term provision of this Agreement, Employee may terminate this Agreement
for “good reason,” 60 days after providing written notice to the Company of the “good reason” if
the written notice is provided within 30 days following the good reason event and the “good reason”
is not cured within the 60 day period following the notice. “Good reason” shall mean




	 	i.	 	a material breach of this Agreement by the Company, which breach is not cured within
60 days after written notice by the Employee to the Company of the breach;






	 	ii.	 	material change in reporting location not agreed to by Employee;






	 	iii.	 	material reduction in responsibilities, or base pay, and





Upon termination by the Employee for good reason, Employee shall have the rights set forth in
Section 3.5 a. below subject to the other terms and conditions of Section 3.5.



If the Company enters into litigation with Employee as to whether Employee’s termination
validly qualifies as termination for “good reason,” then Employee will be entitled to continue to
be employed by the Company, at the same rate of salary as prior to the Employee’s notice of
termination, until a court has rendered a decision in this matter, or until the parties have
reached a settlement, whichever occurs first.



3.3 Notice of Termination.



Any termination of Employee’s employment hereunder by the Company or by Employee shall be
communicated by a Notice of Termination (as defined below) to the other party hereto. For purposes
of this Agreement, a “Notice of Termination” shall mean a written notice which (a) indicates the
specific termination provision in this Agreement relied upon, (b) in the case of a termination for
disability or termination for cause, sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Employee’s employment under the provision so
indicated, and (c) specifies the Date of Termination (as defined in Section 3.4 below). The
failure by the Company or Employee to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of a disability or a termination for cause shall not
waive any right of the Company or Employee hereunder or preclude the Company or Employee from
asserting such fact or circumstance in enforcing the Company’s or Employee’s rights hereunder.



3.4 Date of Termination.



For purposes of this Agreement, the “Date of Termination” shall mean the effective date of
termination of Employee’s employment hereunder, which date shall be (a) if Employee’s employment is
terminated by Employee’s death, the date of Employee’s death, (b) if Employee’s employment is
terminated because of Employee’s disability, the disability Effective Date, (c) if Employee’s
employment is terminated by the Company (or applicable affiliated company) for cause, the date on
which the Notice of Termination is given, and (d) if Employee’s employment is terminated for any
other reason, including the resignation by Employee, the date specified in the Notice of
Termination, which date shall in no event be earlier than the date such notice is given.



3.5 Severance Pay Provisions/ Change in Control /Effect of Termination Without Cause by
Company, for good reason by Employee, Due to Change in Control or Due to Resignation.




a. In the event this Agreement is not renewed by the Company and is not superseded by a new
agreement, or is terminated by Company without “cause”, or is terminated by the Employee
for “good reason” , then Employee’s sole remedy shall be limited to recovery by Employee
from Company of his or her Base Salary and benefits described above for a period equal to
six (6) months from the date of the expiration of this Agreement (in the case of
non-renewal) or the Date of Termination of this Agreement. Notwithstanding this Section
3.5 a., Employee shall not be entitled to payment pursuant to this paragraph a. if he is
entitled to payment pursuant to Section 3.5 b.




b. In the event of a Change in Control as defined below, and provided that Employee agrees
to remain employed for up to six months after the Change in Control, if and to the extent
requested by the Company no later than 20 business days after the Change in Control,
Employee shall be entitled to benefits in the form of a lump sum payment in the amount
equal to of his base salary and benefits for a period equal to twelve (12) months from the
Date of Termination plus 50% of the total amount of bonuses granted to Employee during the
24 months preceding the Change in Control provided, however, that the aggregate cash
severance package (without regard to benefits) upon such change in control shall not exceed
three (3) times Employee’s Base Salary at date of the Change in Control. Such payment
shall be paid within 30 days of the date of Change in Control. The Change in Control or
severance pay provided for in this Agreement shall be in lieu of any other severance or
termination pay to which the Employee may be entitled under any Company severance or
termination plan, program, practice or arrangement. Employee’s entitlement to any other
compensation or benefits shall be determined in accordance with any Company’s employee
benefit plans and any other applicable programs, policies and practices then in effect
Immediately, upon a Change in Control, whether or not Employee’s employment is terminated
in connection therewith, all of Employee’s issued but unexercised or unvested stock options
shall become fully vested and exercisable and shall remain exercisable until they are
exercised or expire per the terms of the option plan and/or agreement under which the
option or shares were issued to Employee.




For the purposes of this Agreement, a Change in Control shall be defined, in accordance
with Code Section 409A, as the occurrence of any of the following events:  




        (i)             If any one person, or more than one person acting as a group
(as defined in Code Section 409A and IRS guidance issued thereunder), acquires ownership of
common stock of the Company that, together with stock held by such person or group,
constitutes more than fifty (50) percent of the total fair market value or total voting
power of the common stock of the Company. However, if any one person or more than one
person acting as a group, is considered to own more than fifty (50) percent of the total
fair market value or total voting power of the common stock of the Corporation, the
acquisition of additional stock by the same person or persons is not considered to cause a
Change in Control, or to cause a change in the effective control of the Corporation (within
the meaning of Code Section 409A and IRS guidance issued thereunder). An increase in the
percentage of common stock owned by any one person, or persons acting as a group, as a
result of a transaction in which the Company acquires its stock in exchange for property
shall be treated as an acquisition of stock for purposes of this Section. This paragraph
applies only when there is a transfer of stock of the Company (or issuance of stock of the
Company) and stock in such Company remains outstanding after the transaction.




        (ii)             If any one person, or more than one person acting as a group
(as determined in accordance with Code Section 409A and IRS guidance thereunder), acquires
(or has acquired during the 12-month period ending on the date of the most recent
acquisition by such person or persons) ownership of common stock of the Company possessing
thirty (30) percent or more of the total voting power of the common stock of the Company;
or      




                               




        (iii)             If a majority of members on the Company’s Board is replaced
during any 12-month period by Directors whose appointment or election is not endorsed by a
majority of the members of the Company’s Board prior to the date of the appointment or
election (provided that for purposes of this paragraph, the term Company refers solely to
the “relevant” Company, as defined in Code Section 409A and IRS guidance issued
thereunder), for which no other Company is a majority shareholder.




          (iv)             If there is a change in the ownership of a substantial
portion of the Company’s assets, which shall occur on the date that any one person, or more
than one person acting as a group (within the meaning of Code Section 409A and IRS guidance
issued there under) acquires (or has acquired during the 12-month period ending on the date
of the most recent acquisition by such person or persons) assets from the Company that have
a total gross fair market value equal to or more than forty (40) percent of the total gross
fair market value of all of the assets of the Company immediately prior to such acquisition
or acquisitions. For this purpose, gross fair market value means the value of the assets of
the Company, or the value of the assets being disposed of, determined without regard to any
liabilities associated with such assets.




c. If Employee terminates Employee’s employment with the Company by resignation, other than
resignation for “good reason”, such termination shall be without any severance pay or
severance benefits and Employee shall be entitled only to such compensation hereunder that
has accrued as of the Date of Termination.




d. As a condition and requirement in order to receive any payment pursuant to Section 3.5
a. or 3.5 b. above, Employee must sign and deliver to the Company a full release of the
Company from any claims that Employee may have against the Company, and Employee must
return to the Company all information, documents, records, memoranda, drafts, emails,
notes, data or other non-public information that is recorded in any electronic, audio,
video or other manner that was furnished to Employee or produced by Employee in connection
with Employee’s employment, except for documents relating to compensation or benefits to
which Employee is entitled following Employee’s resignation. Employee also shall be
required to return all other Company property and equipment, including keys and access
cards. The form of release to be signed and delivered by Employee to the Company will be
provided by the Company.



ARTICLE FOUR

CONFIDENTIALITY




4.1 Confidentiality.



In consideration of employment by the Company and Employee’s receipt of the salary and other
benefits associated with Employee’s employment and in acknowledgment that:




a. the Company is engaged in the oil and gas business,




b. the Company maintains secret and confidential information,




c. during the course of Employee’s employment by the Company, such secret or confidential
information may become known to Employee, and




d. full protection of the Company’s business makes it essential that no employee
appropriate for his or her own use, or disclose, such secret or confidential information.



The Employee agrees that, during the time of Employee’s employment and for a period of one (1) year
following the termination of Employee’s employment with the Company, Employee will hold in strict
confidence and shall not, directly or indirectly, disclose or reveal to any person, or use for his
own personal benefit or for the benefit of anyone else, any trade secrets, confidential dealings,
or other confidential or proprietary information of any kind, nature, or description (regardless of
whether acquired, learned, obtained, or developed by Employee alone or in conjunction with others)
belonging to or concerning the Company or any of its subsidiaries, except (i) with the prior
written consent of the Company duly authorized by its Board, (ii) in the course of the proper
performance of Employee’s duties hereunder, (iii) for information (x) that becomes generally
available to the public other than as a result of unauthorized disclosure by Employee or his
affiliates or (y) that becomes available to Employee on a non-confidential basis from a source
other than the Company or its subsidiaries who is not bound by a duty of confidentiality, or other
contractual, legal, or fiduciary obligation, to the Company, or (iv) as required by applicable law
or legal process. Notwithstanding the forgoing, this Section is not intended, nor shall be
construed, to prohibit Employee’s general knowledge, skill and experience or Employee’s inventive
powers.



4.2 Non-Competition.



During Employee’s employment with the Company and for so long as Employee receives any
Severance Benefit or is receiving any Severance Amount provided under this agreement in respect of
the termination of his employment, Employee shall not be engaged as an officer or Employee of, or
in any way be associated in a management or ownership capacity with any corporation, company,
partnership or other enterprise or venture which conducts a business which is in direct competition
with the business of the Company; provided, however , that Employee may own not more than two
percent (2%) of the outstanding securities, or equivalent equity interests, of any class of any
corporation, company, partnership, or other enterprise that is in direct competition with the
business of the Company, which securities are listed on a national securities exchange or traded in
the over-the-counter market. It is expressly agreed that the remedy at law for breach of this
covenant is inadequate and that injunctive relief shall be available to prevent the breach thereof.



4.3 Non-Solicitation.



Employee also agrees that he will not, directly or indirectly, during the term of his
employment or within two (2) years after termination of his employment for any reason, in any
manner, either (a) employ, or permit an entity by which he becomes employed or of which he becomes
a director, to employ, any person who was employed by the Company on the Date of Termination or 45
days prior to the Date of Termination, or (b) encourage, persuade, or induce any other employee of
the Company to terminate his employment, or any person or entity engaged by the Company to
represent it to terminate that relationship without the express written approval of the Company.
It is expressly agreed that the remedy at law for breach of this covenant is inadequate and that
injunctive relief shall be available to prevent the breach thereof.



4.4 Indemnification.



a. In the event Employee 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, any action, suit or
proceeding by reason of his being or having been an officer of the Company, then the Company shall
indemnify Employee against expenses reasonably incurred and/or liability incurred in connection
with any such action, suit or proceeding, and advance expenses to the Employee, to the fullest
extent permitted by the Company’s Certificate of Incorporation and bylaws now in effect, by the
common law, by the General Corporation Law of the State of Maryland (the “GCLM”) or other
applicable law in effect on the date hereof, and to any greater extent that the GCLM or applicable
law may in the future from time to time permit. Employee shall be indemnified as soon as
practicable but in any event no later than forty-five (45) days after written demand is presented
to the Company by the Employee, and any indemnified amount shall include any and all expenses,
judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and
other charges paid or payable in connection with or in respect of such expenses, judgments, fines,
penalties or amounts paid in settlement) of such action, suit or proceeding for which Employee
presents valid invoices and/or receipts. If so requested by Employee, the Company shall advance to
Employee, within five (5) business days of such request, reasonable expenses (an “Expense Advance”)
incurred in defending any action, suit or proceeding, provided that Employee shall provide valid
invoices and/or receipts for such expenses to be advanced, and further provided that Employee shall
execute and deliver to the Company an undertaking that Employee shall repay to the Company any
Expense Advance if it shall ultimately be determined by a court of competent jurisdiction that
Employee is not entitled to be indemnified.



b. i. Upon written demand or other request by Employee for indemnification hereunder, the
Employee shall be entitled to such indemnification unless (i) the Employee did not act in good
faith in a manner that was reasonable and in the best interests of the Company; (ii) the Employee’s
act or omission was material to the matter giving rise to the liability and was committed in bad
faith or was the result of active or deliberate dishonesty; (iii) the Employee actually received an
improper personal benefit in money, property or services; or (iv) in the case of a criminal
proceeding, the Employee had reasonable cause to believe the act or omission was unlawful.



ii. In the event of a settlement before or after any action or suit, indemnification shall be
provided only in connection with such matters covered by settlement as to which the Company is
advised by the Reviewing Party that the Employee was not guilty of such fraud or misconduct as is
covered by the provisions of Section b.i. above.



iii. Employee shall not consent to the settlement of any action, suit or proceeding involving
his role as an officer of the Company without first obtaining the Company’s written consent, and
the Company shall not be liable to indemnify Employee for any amounts paid in settlement of any
action, suit or proceeding affected without its written consent, which consent shall not be
unreasonably withheld. The Company shall not be required to obtain the consent of the Employee to
settle any action, suit or proceeding which the Company has undertaken to defend if the Company
assumes full and sole responsibility for such settlement and such settlement grants the Employee a
complete and unqualified release in respect of any potential liability.



c. Promptly after receipt by Employee of notice of the commencement of any action, suit or
proceeding, the Employee will, if a claim in respect thereof is to be made against the Company
under this Section 4.4, notify the Company in writing of the commencement thereof. The omission by
the Employee to so notify the Company will not relieve the Company from any liability that it may
have to the Employee under this Section 4.4 or otherwise, except to the extent that the Company may
suffer material prejudice by reason of such failure. Notwithstanding any other provision of this
Section 4.4, with respect to any such action, suit or proceeding as to which the Employee gives
notice to the Company of the commencement thereof:



i. The Company will be entitled to participate therein at its own expense.



ii. Except as otherwise provided in this Section 4.4, to the extent that it may wish, the
Company, jointly with any other indemnifying party similarly notified, shall be entitled to assume
the defense thereof with counsel reasonably satisfactory to the Employee. After notice from the
Company to the Employee of its election to so assume the defense thereof, the Company shall not be
liable to the Employee under this Agreement for any legal or other expenses subsequently incurred
by the Employee in connection with the defense thereof other than reasonable costs of investigation
or as otherwise provided below. The Employee shall have the right to employ the Employee’s own
counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred
after notice from the Company of its assumption of the defense thereof shall be at the expense of
the Employee unless (A) the employment of counsel by the Employee and payment for same by the
Company has been authorized by the Company, (B) the Employee shall have reasonably concluded that
there may be a conflict of interest between the Company and the Employee in the conduct of the
defense of such action and such determination by the Employee shall be supported by an opinion of
counsel, which opinion shall be reasonably acceptable to the Company, or (C) the Company shall not
in fact have employed counsel to assume the defense of the action, in each of which cases the fees
and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled
to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or
as to which the Employee shall have reached the conclusion provided for in clause (B) above.



d. If the Company advances Expense Advances or other funds for indemnification pursuant to
this Section, and, subsequently, indemnification pursuant to this Section is declared unenforceable
by a court of competent jurisdiction, or the Reviewing Party determines that the Employee is not
entitled to indemnification pursuant to this Section, then the Employee shall have the right to
retain the indemnification payments until all appeals of the court’s or the Reviewing Party’s
decision have been exhausted.



e. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the
parties hereto and their respective successors or assigns, including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or substantially all of the
business and/or assets of the Company, spouses, heirs, executors and personal and legal
representatives. This Section 4.4 shall continue in effect regardless of whether Employee
continues to serve as an officer or director of the Company or of any other enterprise at the
Company’s request.



ARTICLE FIVE

MISCELLANEOUS




5.1 Time of Essence.



Time is of the essence with respect to this Agreement and same shall be capable of specific
performance without prejudice to any other rights or remedies under law.



5.2 Benefit.



This Agreement shall inure to and be binding upon the undersigned and their respective heirs,
representatives, successors and permitted assigns. This Agreement may not be assigned by either
party without the prior written consent of the other party.



5.3 Governing Law.



This Agreement shall be governed by, and construed in accordance with the laws of the State of
Colorado without resort to any principle of conflict of laws that would require application of the
laws of any other jurisdiction; provided, however, that the Maryland corporate laws shall be
applicable to the rights of Employee as a shareholder with regard to vested Company shares which
Employee may acquire pursuant to this Agreement.



5.4 Counterparts.



This Agreement may be executed in counterparts and via facsimile, each of which shall be
deemed to constitute an original, but all of which together shall constitute one and the same
Agreement. Each such counterpart shall become effective when one counterpart has been signed by
each Party thereto.



5.5 Severability.



In case any one or more of the provisions contained in this Agreement shall for any reason be
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
enforceability shall not affect any other provision hereof, and this Agreement shall be construed
as if such invalid, illegal or enforceable provision had never been contained herein.



5.6 Construction.



Use of the masculine pronoun herein shall be deemed to refer to the feminine and neuter
genders and the use of singular references shall be deemed to include the plural and vice versa, as
appropriate. No inference in favor of or against any Party shall be drawn from the fact that such
Party or such Party’s counsel has drafted any portion of this Agreement.



5.7 Captions for Convenience.



All captions herein are for convenience or reference only and do not constitute part of this
Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.



5.8  No Waiver.



No waiver of or failure to act upon any of the provisions of this Agreement or any right or
remedy arising under this Agreement shall be deemed or shall constitute a waiver of any other
provisions, rights or remedies (whether similar or dissimilar).



5.9  Amendment.



This Agreement may be amended only by a writing signed by all of the Parties hereto.



5.10 Entire Contract.



This Agreement and the documents and instruments referred to herein constitute the entire
contract between the parties to this Agreement and supersede all other understandings, written or
oral, with respect to the subject matter of this Agreement.



5.11 Notices.



All notices, requests, demands, directions and other communications (“Notices”) concerning
this Agreement shall be in writing and shall be mailed, delivered personally, sent by telecopier or
facsimile, or emailed to the Employee at the Employee’s address. When mailed, each such Notice
shall be sent by first class, certified mail, return receipt requested, enclosed in a postage
prepaid wrapper, and shall be effective on the fifth business day after it has been deposited in
the mail. When delivered personally, each such Notice shall be effective when delivered to the
Employee’s address, provided that it is delivered on a business day and further provided that it is
delivered prior to 5:00 p.m., local time of the Employee, on that business day; otherwise, each
such Notice shall be effective on the first business day occurring after the date on which the
Notice is delivered. When sent by email, telecopier or facsimile, each such Notice shall be
effective on the day on which it is sent provided that it is sent on a business day and further
provided that it is sent prior to 5:00 p.m., local time of the Employee, on that business day;
otherwise, each such Notice shall be effective on the first business day occurring after the date
on which the Notice is sent. Each Notice shall be addressed to the party to be notified as shown
below:



	 	 	 	 	 	 	 	 	 
	(a)
	 	if to the Company:	 	Double Eagle Petroleum Co.
	 
	 	 	 	 	 	1675 Broadway, Suite 2200
	 
	 	 	 	 	 	Denver, Colorado  80202
	 
	 	 	 	 	 	Facsimile No. (303)794-8451
	 
	 	 	 	 	 	Attention: Chief Financial Officer
	(b)
	 	if to the Employee:	 	Aubrey Harper






     



IN WITNESS WHEREOF, the parties have set their hands and seals hereunto on the dates set forth
below to be effective as of the Effective Date.



	 	 	 	 	 	 	 	 	 	 	 
	“Company”
	 	 	 	“Employee”
	Double Eagle Petroleum Co
	 	 	 	 
	By:

	 	/s/ Richard Dole
	 	 	 	By: /s/ Aubrey Harper
	
 
	 	

	 	

	 	

	 
	 	 	 	 
	Title: Chairman of the Board
	 	 	 	Title: Vice President- Midstream Assets