**Exhibit10.36**

 

CHANGE IN CONTROLSEVERANCE AGREEMENT

 

THIS CHANGE IN CONTROLSEVERANCE AGREEMENT (this “***Agreement***”)is made effective as of April 1, 2005 by and between **TipperaryCorporation**, a Texas corporation (the “***Company***”)and David L. Bradshaw, Chairman, President and Chief Executive Officer (“***Executive***”).

 

# *ExplanatoryStatements*

 

WHEREAS, the Executiveand Company are parties to that certain Employment and ConfidentialityAgreement dated September 18, 2001 (the “***EmploymentAgreement***”) (capitalized terms not defined herein shall have thedefinition set forth in the Employment Agreement); and

 

WHEREAS, the Board ofDirectors of the Company (the “***Board***”)recognizes that the possibility of a Change in Control (as hereinafter defined)exists or may exist in the future and that the threat or the occurrence of aChange in Control can result in significant distractions of its key managementpersonnel and employees because of the uncertainties inherent in such asituation; and

 

WHEREAS, the Board hasdetermined that it is essential and in the best interest of the Company and itsshareholders to retain the services of the Executive in the event of a threator occurrence of a Change in Control and to ensure his continued dedication andefforts in such event without undue concern for his personal financial andemployment security; and

 

WHEREAS, in order toinduce the Executive to remain in the employ of the Company particularly in theevent of a threat or the occurrence of a Change in Control, the Employerdesires to enter into this Agreement with the Executive to provide theExecutive with certain benefits in the event his employment is terminated as aresult of, or in connection with, a Change in Control.

 

# *Agreement*

 

NOW THEREFORE, inconsideration of the mutual promises and agreements set forth herein, theCompany and Executive agree as follows:

 

**1.  Term. **ThisAgreement shall commence as of the date hereof and shall continue in effectuntil the date the Executive’s employment by the Company is terminated; provided,however, that if the Executive’s employment is terminated following, or inanticipation of, a Change in Control, the term shall continue in effect untilall payments and benefits have been made or provided to the Executivehereunder.

 

**2.****              Definitions.**

 

2.1           “***Bonus***”shall mean a sum equal to the average of the Executive’s annual bonuses  paid by the Company in 2003, 2004 and 2005 byMarch 31, 2005.

 

----

 

2.2         “***Changein Control***” shall mean:

 

(a)  The acquisitionby any “***Person***” (within the meaningof Section 13(d)(3) or 14(d)(2) of the Securities Exchange Actof 1934, as amended (the “***Exchange Act***”))of beneficial ownership (within the meaning of Rule 13d-3promulgated under the Exchange Act) of 30% or more of either (i) the thenoutstanding shares of common stock of the Company (the “***OutstandingCompany Common Stock***”) or (ii) the combined voting power ofthe then outstanding voting securities of the Company entitled to votegenerally in the election of directors (the “***OutstandingCompany******Voting Securities***”);provided, however, that for purposes of this subsection (a), the followingacquisitions shall not constitute a Change in Control: (i) any acquisitiondirectly from the Company, (ii) any acquisition by the Company, (iii) anyacquisition by an employee benefit plan (or related trust) sponsored ormaintained by the Company or any corporation controlled by the Company; or

 

(b)  Individualswho, as of the date hereof, constitute the Board (the “***IncumbentBoard***”) cease for any reason to constitute at least a majorityof the Board; provided, however, that any individual becoming a directorsubsequent to the date hereof whose election was approved by a vote of at leasta majority of the directors then comprising the Incumbent Board shall beconsidered as though such individual were a member of the Incumbent Board, butexcluding, for this purpose, any such individual whose initial assumption ofoffice occurs as a result of an actual or threatened election contest withrespect to the election or removal of directors or other actual or threatenedsolicitation of proxies or consents by or on behalf of a Person other than theBoard; or

 

(c)  Consummation ofa reorganization, merger, consolidation or sale or other disposition of all orsubstantially all of the assets of the Company or the acquisition of assets ofanother corporation (a “***Business Combination***”),in each case, unless, following such Business Combination,

 

(i) all orsubstantially all of the individuals and entities who were the beneficialowners, respectively, of the Outstanding Company Common Stock and OutstandingCompany Voting Securities immediately prior to such Business Combinationbeneficially own, directly or indirectly, more than 50% of, respectively, thethen outstanding shares of common stock and the combined voting power of thethen outstanding voting securities entitled to vote generally in the electionof directors, as the case may be, of the corporation resulting from suchBusiness Combination (including, without limitation, a corporation which as a resultof such transaction owns the Company or all or substantially all of the Company’sassets either directly or through one or more subsidiaries) in substantiallythe same proportions as their ownership, immediately prior to such BusinessCombination,

 

(ii) noPerson (excluding any corporation resulting from such Business Combination orany employee benefit plan (or related trust) of the Company or such corporationresulting from such Business Combination) beneficially owns, directly orindirectly, 20% or more of the then outstanding shares of common stock of thecorporation resulting from such Business Combination or the combined votingpower of 

 

2

----

 

the then outstandingvoting securities of such corporation except to the extent that such ownershipexisted prior to the Business Combination, and

 

(iii) atleast a majority of the members of the board of directors of the corporationresulting from such Business Combination were members of the Incumbent Board atthe time of the execution of the initial agreement, or of the action of theBoard, providing for such Business Combination; or

 

(d)  Approval by theshareholders of the Company of a complete liquidation or dissolution of theCompany.

 

**3.  Change in Control.**  In the event of a Change in Control of theCompany at any time during the Term of this Agreement, and Executive’stermination without cause under Section 9 of the Employment Agreementwithin a period of twenty four (24) months following the date of a Change inControl, Executive shall be entitled to the following Benefits:

 

(a)  The Companyshall pay Executive a lump-sum severance amount within thirty (30) daysfollowing such termination equal to three (3) times the Executive’s BasicCompensation and Bonus, which amount shall be in lieu of and not in addition toTermination Compensation set forth in Section 9 of the EmploymentAgreement; and

 

(b)  The Companyshall provide for Executive to receive medical, dental, life, and disabilityinsurance coverage for twenty four (24) months following such termination atlevels and a net cost to Executive comparable to that provided to Executiveimmediately prior to such termination; and

 

(c) Company shallprovide Executive with outplacement services not to exceed a total cost of$5,000.

 

**4.  Constructive Termination.** If, within a period of twenty-four (24) monthsfollowing the date of a Change in Control, (a) Executive’s BasicCompensation is reduced (unless such reduction is part of an across the boardreduction affecting all Company executives with a comparable level ofresponsibility, title or stature), or (b) Executive is removed from ordenied participation in incentive plans, benefit plans, or perquisitesgenerally provided by the Company to other Company executives with a comparablelevel of responsibility, title or stature, or (c) Executive’s targetincentive opportunity, benefits or perquisites are reduced relative to otherCompany executives with comparable responsibility, title or stature, or (d) Executiveis assigned duties or obligations inconsistent with his position with theCompany or (e) there is a material adverse change in the nature and scopeof Executive’s authority or his overall working environment, such event shallbe considered a termination without cause and Executive shall be entitled tothe benefits set forth in Section 3 above. For purposes of definition, an adverse change in overall workingenvironment would include movement of the Executive’s primary office to outsidethe Denver, Colorado metro area.

 

3

----

 

**5.****              MiscellaneousProvisions.**

 

5.1  All terms and conditions of this Agreementare set forth herein and in the Employment Agreement, and there are nowarranties, agreements or understandings, express or implied, except thoseexpressly set forth herein and in the Employment Agreement.

 

5.2  Any modification to this Agreement shall bebinding only if evidenced in writing signed by all parties hereto.

 

5.3  Any notice or other communication required orpermitted to be given hereunder shall be deemed properly given if personallydelivered or deposited in the United States mail, registered or certified andpostage prepaid, addressed to the Company at its most recent address on filewith the United State Securities and Exchange Commission, or to Executive athis or her most recent home address on file with Company, or at other suchaddresses as may from time to time be designated in writing by the respectiveparties.

 

5.4  The laws of the State of Colorado shallgovern the validity of this Agreement, the construction of its terms, and theinterpretation of the rights and duties of the parties involved.

 

5.5  In the event that any one or more of theprovisions contained in this Agreement shall for any reason be held to beinvalid, illegal or unenforceable, the same shall not affect any otherprovision of this Agreement, but this Agreement shall be construed as if suchinvalid, illegal or unenforceable provisions had never been contained herein.

 

5.6  This Agreement shall be binding upon, andinure to the benefit of, the successors and assigns of the Company and thepersonal representatives, heirs and legatees of Executive.

 

5.7  There shall be deducted from the payment ofany benefit due under this Agreement the amount of any tax required by anygovernmental authority to be withheld and paid over by the Company to suchgovernmental authority for the account of Executive.

 

5.8  As a condition to receiving the payments andbenefits hereunder, the Executive shall execute a document in customary form,releasing and waiving any and all claims, causes of actions and the likeagainst the Company and its successors, shareholders, officers, trustees,agents and employees, regarding all matters relating to the Executive’s serviceas an employee of the Company or any affiliates and the termination of suchrelationship.  Such claims include,without limitation, any claims arising under the Age Discrimination inEmployment Act of 1967, as amended; Title VII of the Civil Rights Act of 1964,as amended; the Civil Rights Act of 1991, as amended; the Equal Pay Act of1962; the American Disabilities Act of 1990; the Family Medical Leave Act, asamended; the Employee Retirement Income Security Act of 1976, as amended, or anylike acts under the laws of Australia, as the case may be.

 

[Signature page follows]

 

4

----

 

IN WITNESS WHEREOF, theparties have executed this Agreement effective as of the date first abovewritten.

 

 
| TIPPERARY CORPORATION                    |   |
|------------------------------------------|--------|
|                                     |   |
| On Behalf of the  Compensation Committee |   |
| Of the Board of  Directors               |   |
|                                     |   |
|                                     |   |
|   /s/  Eugene I. Davis         |   |   |
| Signature                                |   |
|                                     |   |
|   Eugene  I. Davis             |   |   |
| Name                                     |   |
|                                     |   |
|   Director                     |   |   |
| Title                                    |   |
|                                     |   |
|                                     |   |
| DAVID L. BRADSHAW                        |   |
|                                     |   |
|                                     |   |
|   /s/  David L. Bradshaw       |   |   |

 

5

----

 

CHANGE IN CONTROLSEVERANCE AGREEMENT

 

THIS CHANGE IN CONTROLSEVERANCE AGREEMENT (this “***Agreement***”)is made effective as of April 1, 2005 by and between **TipperaryCorporation**, a Texas corporation (the “***Company***”)and Kenneth L. Ancell, Executive Vice President – Corporate Development (“***Executive***”).

 

# *ExplanatoryStatements*

 

WHEREAS, the Executiveand Company are parties to that certain Employment and ConfidentialityAgreement dated October 17, 2002 (the “***EmploymentAgreement***”) (capitalized terms not defined herein shall have thedefinition set forth in the Employment Agreement); and

 

WHEREAS, the Board ofDirectors of the Company (the “***Board***”)recognizes that the possibility of a Change in Control (as hereinafter defined)exists or may exist in the future and that the threat or the occurrence of aChange in Control can result in significant distractions of its key managementpersonnel and employees because of the uncertainties inherent in such asituation; and

 

WHEREAS, the Board hasdetermined that it is essential and in the best interest of the Company and itsshareholders to retain the services of the Executive in the event of a threator occurrence of a Change in Control and to ensure his continued dedication andefforts in such event without undue concern for his personal financial andemployment security; and

 

WHEREAS, in order toinduce the Executive to remain in the employ of the Company particularly in theevent of a threat or the occurrence of a Change in Control, the Employerdesires to enter into this Agreement with the Executive to provide theExecutive with certain benefits in the event his employment is terminated as aresult of, or in connection with, a Change in Control.

 

# *Agreement*

 

NOW THEREFORE, in considerationof the mutual promises and agreements set forth herein, the Company andExecutive agree as follows:

 

**1.  Term. **ThisAgreement shall commence as of the date hereof and shall continue in effectuntil the date the Executive’s employment by the Company is terminated;provided, however, that if the Executive’s employment is terminated following,or in anticipation of, a Change in Control, the term shall continue in effectuntil all payments and benefits have been made or provided to the Executivehereunder.

 

**2.****              Definitions.**

 

**3.****             **2.1  “***Bonus***”shall mean a sum equal to the average of the Executive’s annual bonuses paid bythe Company  in 2003, 2004 and 2005 by March 31,2005.

 

----

 

2.2  “***Change in Control***”shall mean:

 

(a)  The acquisitionby any “***Person***” (within the meaningof Section 13(d)(3) or 14(d)(2) of the Securities Exchange Actof 1934, as amended (the “***Exchange Act***”))of beneficial ownership (within the meaning of Rule 13d-3promulgated under the Exchange Act) of 30% or more of either (i) the thenoutstanding shares of common stock of the Company (the “***OutstandingCompany Common Stock***”) or (ii) the combined voting power ofthe then outstanding voting securities of the Company entitled to votegenerally in the election of directors (the “***OutstandingCompany******Voting Securities***”);provided, however, that for purposes of this subsection (a), the followingacquisitions shall not constitute a Change in Control: (i) any acquisitiondirectly from the Company, (ii) any acquisition by the Company, (iii) anyacquisition by an employee benefit plan (or related trust) sponsored ormaintained by the Company or any corporation controlled by the Company; or

 

(b)  Individualswho, as of the date hereof, constitute the Board (the “***IncumbentBoard***”) cease for any reason to constitute at least a majorityof the Board; provided, however, that any individual becoming a directorsubsequent to the date hereof whose election was approved by a vote of at leasta majority of the directors then comprising the Incumbent Board shall beconsidered as though such individual were a member of the Incumbent Board, butexcluding, for this purpose, any such individual whose initial assumption ofoffice occurs as a result of an actual or threatened election contest withrespect to the election or removal of directors or other actual or threatenedsolicitation of proxies or consents by or on behalf of a Person other than theBoard; or

 

(c)  Consummation ofa reorganization, merger, consolidation or sale or other disposition of all orsubstantially all of the assets of the Company or the acquisition of assets ofanother corporation (a “***Business Combination***”),in each case, unless, following such Business Combination,

 

(i) all orsubstantially all of the individuals and entities who were the beneficialowners, respectively, of the Outstanding Company Common Stock and OutstandingCompany Voting Securities immediately prior to such Business Combinationbeneficially own, directly or indirectly, more than 50% of, respectively, thethen outstanding shares of common stock and the combined voting power of thethen outstanding voting securities entitled to vote generally in the electionof directors, as the case may be, of the corporation resulting from suchBusiness Combination (including, without limitation, a corporation which as aresult of such transaction owns the Company or all or substantially all of theCompany’s assets either directly or through one or more subsidiaries) insubstantially the same proportions as their ownership, immediately prior tosuch Business Combination,

 

(ii) noPerson (excluding any corporation resulting from such Business Combination orany employee benefit plan (or related trust) of the Company or such corporationresulting from such Business Combination) beneficially owns, directly orindirectly, 20% or more of the then outstanding shares of common stock of thecorporation resulting from such Business Combination or the combined votingpower of 

 

2

----

 

the then outstanding votingsecurities of such corporation except to the extent that such ownership existedprior to the Business Combination, and

 

(iii) atleast a majority of the members of the board of directors of the corporationresulting from such Business Combination were members of the Incumbent Board atthe time of the execution of the initial agreement, or of the action of theBoard, providing for such Business Combination; or

 

(d)  Approval by theshareholders of the Company of a complete liquidation or dissolution of theCompany.

 

**3.  Change in Control.**  In the event of a Change in Control of theCompany at any time during the Term of this Agreement, and Executive’stermination without cause under Section 8 of the Employment Agreementwithin a period of eighteen (18) months following the date of a Change inControl, Executive shall be entitled to the following Benefits:

 

(a)  The Companyshall pay Executive a lump-sum severance amount within thirty (30) daysfollowing such termination equal to two (2) times the Executive’s BasicCompensation and Bonus, which amount shall be in lieu of and not in addition toTermination Compensation set forth in Section 8 of the EmploymentAgreement; and

 

(b)  The Companyshall provide for Executive to receive medical, dental, life, and disabilityinsurance coverage for twenty four (24) months following such termination atlevels and a net cost to Executive comparable to that provided to Executiveimmediately prior to such termination; and

 

(c)  Company shallprovide Executive with outplacement services not to exceed a total cost of$5,000.

 

**4.  Constructive Termination.** If, within a period of eighteen (18) monthsfollowing the date of a Change in Control, (a) Executive’s BasicCompensation is reduced (unless such reduction is part of an across the boardreduction affecting all Company executives with a comparable level ofresponsibility, title or stature), or (b) Executive is removed from ordenied participation in incentive plans, benefit plans, or perquisitesgenerally provided by the Company to other Company executives with a comparablelevel of responsibility, title or stature, or (c) Executive’s targetincentive opportunity, benefits or perquisites are reduced relative to otherCompany executives with comparable responsibility, title or stature, or (d) Executiveis assigned duties or obligations inconsistent with his position with theCompany or (e) there is a material adverse change in the nature and scopeof Executive’s authority or his overall working environment, such event shallbe considered a termination without cause and Executive shall be entitled tothe benefits set forth in Section 3 above. For purposes of definition, an adverse change in overall workingenvironment would include movement of the Executive’s primary office to outsidethe Houston, Texas metro area.

 

3

----

 

**5.****              MiscellaneousProvisions.**

 

5.1  All terms and conditions of this Agreementare set forth herein and in the Employment Agreement, and there are nowarranties, agreements or understandings, express or implied, except thoseexpressly set forth herein and in the Employment Agreement.

 

5.2  Any modification to this Agreement shall bebinding only if evidenced in writing signed by all parties hereto.

 

5.3  Any notice or other communication required orpermitted to be given hereunder shall be deemed properly given if personallydelivered or deposited in the United States mail, registered or certified andpostage prepaid, addressed to the Company at its most recent address on filewith the United State Securities and Exchange Commission, or to Executive athis or her most recent home address on file with Company, or at other suchaddresses as may from time to time be designated in writing by the respectiveparties.

 

5.4  The laws of the State of Colorado shallgovern the validity of this Agreement, the construction of its terms, and theinterpretation of the rights and duties of the parties involved.

 

5.5  In the event that any one or more of theprovisions contained in this Agreement shall for any reason be held to beinvalid, illegal or unenforceable, the same shall not affect any otherprovision of this Agreement, but this Agreement shall be construed as if suchinvalid, illegal or unenforceable provisions had never been contained herein.

 

5.6  This Agreement shall be binding upon, andinure to the benefit of, the successors and assigns of the Company and thepersonal representatives, heirs and legatees of Executive.

 

5.7  There shall be deducted from the payment ofany benefit due under this Agreement the amount of any tax required by anygovernmental authority to be withheld and paid over by the Company to suchgovernmental authority for the account of Executive.

 

5.8  As a condition to receiving the payments andbenefits hereunder, the Executive shall execute a document in customary form,releasing and waiving any and all claims, causes of actions and the likeagainst the Company and its successors, shareholders, officers, trustees,agents and employees, regarding all matters relating to the Executive’s serviceas an employee of the Company or any affiliates and the termination of suchrelationship.  Such claims include,without limitation, any claims arising under the Age Discrimination inEmployment Act of 1967, as amended; Title VII of the Civil Rights Act of 1964,as amended; the Civil Rights Act of 1991, as amended; the Equal Pay Act of1962; the American Disabilities Act of 1990; the Family Medical Leave Act, asamended; the Employee Retirement Income Security Act of 1976, as amended, orany like acts under the laws of Australia, as the case may be.

 

4

----

 

IN WITNESS WHEREOF, theparties have executed this Agreement effective as of the date first abovewritten.

 

TIPPERARY CORPORATION

 

On Behalf of theCompensation Committee

Of the Board of Directors

 

 
|   /s/  Eugene I. Davis   |   |   |
|------------------------------------|--------|--------|
| Signature                          |   |
|                               |   |
|   Eugene  I. Davis       |   |   |
| Name                               |   |
|                               |   |
|   Director               |   |   |
| Title                              |   |
|                               |   |
|                               |   |
| KENNETH L. ANCELL                  |   |
|                               |   |
|                               |   |
|   /s/  Kenneth L. Ancell |   |   |

 

5

----

 

CHANGE IN CONTROLSEVERANCE AGREEMENT

 

THIS CHANGE IN CONTROLSEVERANCE AGREEMENT (this “***Agreement***”)is made effective as of April 1, 2005 by and between **TipperaryCorporation**, a Texas corporation (the “***Company***”)and Jeffrey T. Obourn, Senior Vice President (“***Executive***”).

 

# *ExplanatoryStatements*

 

WHEREAS, the Executiveand Company are parties to that certain Employment and ConfidentialityAgreement dated January 17, 2002, as amended by an Amendment to EmploymentAgreement dated January 6, 2005 (collectively the “***EmploymentAgreement***”)(capitalized terms not defined herein shall have thedefinition set forth in the Employment Agreement); and

 

WHEREAS, the Board ofDirectors of the Company (the “***Board***”)recognizes that the possibility of a Change in Control (as hereinafter defined)exists or may exist in the future and that the threat or the occurrence of aChange in Control can result in significant distractions of its key managementpersonnel and employees because of the uncertainties inherent in such asituation; and

 

WHEREAS, the Board hasdetermined that it is essential and in the best interest of the Company and itsshareholders to retain the services of the Executive in the event of a threator occurrence of a Change in Control and to ensure his continued dedication andefforts in such event without undue concern for his personal financial andemployment security; and

 

WHEREAS, in order toinduce the Executive to remain in the employ of the Company particularly in theevent of a threat or the occurrence of a Change in Control, the Employerdesires to enter into this Agreement with the Executive to provide theExecutive with certain benefits in the event his employment is terminated as aresult of, or in connection with, a Change in Control.

 

# *Agreement*

 

NOW THEREFORE, inconsideration of the mutual promises and agreements set forth herein, theCompany and Executive agree as follows:

 

**1.  Term. **ThisAgreement shall commence as of the date hereof and shall continue in effectuntil the date the Executive’s employment by the Company is terminated;provided, however, that if the Executive’s employment is terminated following,or in anticipation of, a Change in Control, the term shall continue in effectuntil all payments and benefits have been made or provided to the Executivehereunder.

 

**2.****              Definitions.**

 

2.1  “***Bonus***”shall mean a sum equal to the average of the Executive’s annual bonuses paid bythe Company in 2003, 2004 and 2005 by March 31, 2005.

 

----

 

2.2  “***Change in Control***”shall mean:

 

(a)  The acquisitionby any “***Person***” (within the meaningof Section 13(d)(3) or 14(d)(2) of the Securities Exchange Actof 1934, as amended (the “***Exchange Act***”))of beneficial ownership (within the meaning of Rule 13d-3promulgated under the Exchange Act) of 30% or more of either (i) the thenoutstanding shares of common stock of the Company (the “***OutstandingCompany Common Stock***”) or (ii) the combined voting power ofthe then outstanding voting securities of the Company entitled to votegenerally in the election of directors (the “***OutstandingCompany******Voting Securities***”);provided, however, that for purposes of this subsection (a), the followingacquisitions shall not constitute a Change in Control: (i) any acquisitiondirectly from the Company, (ii) any acquisition by the Company, (iii) anyacquisition by an employee benefit plan (or related trust) sponsored ormaintained by the Company or any corporation controlled by the Company; or

 

(b)  Individualswho, as of the date hereof, constitute the Board (the “***IncumbentBoard***”) cease for any reason to constitute at least a majorityof the Board; provided, however, that any individual becoming a directorsubsequent to the date hereof whose election was approved by a vote of at leasta majority of the directors then comprising the Incumbent Board shall beconsidered as though such individual were a member of the Incumbent Board, butexcluding, for this purpose, any such individual whose initial assumption ofoffice occurs as a result of an actual or threatened election contest withrespect to the election or removal of directors or other actual or threatenedsolicitation of proxies or consents by or on behalf of a Person other than theBoard; or

 

(c)  Consummation ofa reorganization, merger, consolidation or sale or other disposition of all orsubstantially all of the assets of the Company or the acquisition of assets ofanother corporation (a “***Business Combination***”),in each case, unless, following such Business Combination,

 

(i) all orsubstantially all of the individuals and entities who were the beneficialowners, respectively, of the Outstanding Company Common Stock and OutstandingCompany Voting Securities immediately prior to such Business Combinationbeneficially own, directly or indirectly, more than 50% of, respectively, thethen outstanding shares of common stock and the combined voting power of thethen outstanding voting securities entitled to vote generally in the electionof directors, as the case may be, of the corporation resulting from suchBusiness Combination (including, without limitation, a corporation which as aresult of such transaction owns the Company or all or substantially all of theCompany’s assets either directly or through one or more subsidiaries) insubstantially the same proportions as their ownership, immediately prior tosuch Business Combination,

 

(ii) noPerson (excluding any corporation resulting from such Business Combination orany employee benefit plan (or related trust) of the Company or such corporationresulting from such Business Combination) beneficially owns, directly orindirectly, 20% or more of the then outstanding shares of common stock of thecorporation resulting from such Business Combination or the combined votingpower of 

 

2

----

 

the then outstandingvoting securities of such corporation except to the extent that such ownershipexisted prior to the Business Combination, and

 

(iii) atleast a majority of the members of the board of directors of the corporationresulting from such Business Combination were members of the Incumbent Board atthe time of the execution of the initial agreement, or of the action of theBoard, providing for such Business Combination; or

 

(d)  Approval by theshareholders of the Company of a complete liquidation or dissolution of theCompany.

 

**3.  Change in Control.**  In the event of a Change in Control of theCompany at any time during the Term of this Agreement, and Executive’stermination without cause under Section 9 of the Employment Agreementwithin a period of eighteen (18) months following the date of a Change inControl, Executive shall be entitled to the following Benefits:

 

(a)  The Companyshall pay Executive a lump-sum severance amount within thirty (30) daysfollowing such termination equal to two (2) times the Executive’s BasicCompensation and Bonus, which amount shall be in lieu of and not in addition toTermination Compensation set forth in Section 9 of the EmploymentAgreement; and

 

(b)  The Companyshall provide for Executive to receive medical, dental, life, and disabilityinsurance coverage for twenty four (24) months following such termination atlevels and a net cost to Executive comparable to that provided to Executiveimmediately prior to such termination; and

 

(c) Company shallprovide Executive with outplacement services not to exceed a total cost of$5,000.

 

**4.  Constructive Termination.** If, within a period of eighteen (18) monthsfollowing the date of a Change in Control, (a) Executive’s BasicCompensation is reduced (unless such reduction is part of an across the boardreduction affecting all Company executives with a comparable level ofresponsibility, title or stature), or (b) Executive is removed from ordenied participation in incentive plans, benefit plans, or perquisitesgenerally provided by the Company to other Company executives with a comparablelevel of responsibility, title or stature, or (c) Executive’s targetincentive opportunity, benefits or perquisites are reduced relative to otherCompany executives with comparable responsibility, title or stature, or (d) Executiveis assigned duties or obligations inconsistent with his position with theCompany or (e) there is a material adverse change in the nature and scopeof Executive’s authority or his overall working environment, such event shallbe considered a termination without cause and Executive shall be entitled tothe benefits set forth in Section 3 above. For purposes of definition, an adverse change in overall workingenvironment would include movement of the Executive’s primary office to outsidethe Denver, Colorado metro area.

 

3

----

 

**5.****              MiscellaneousProvisions.**

 

5.1  All terms and conditions of this Agreementare set forth herein and in the Employment Agreement, and there are nowarranties, agreements or understandings, express or implied, except thoseexpressly set forth herein and in the Employment Agreement.

 

5.2  Any modification to this Agreement shall bebinding only if evidenced in writing signed by all parties hereto.

 

5.3  Any notice or other communication required orpermitted to be given hereunder shall be deemed properly given if personallydelivered or deposited in the United States mail, registered or certified andpostage prepaid, addressed to the Company at its most recent address on filewith the United State Securities and Exchange Commission, or to Executive athis or her most recent home address on file with Company, or at other suchaddresses as may from time to time be designated in writing by the respectiveparties.

 

5.4  The laws of the State of Colorado shallgovern the validity of this Agreement, the construction of its terms, and theinterpretation of the rights and duties of the parties involved.

 

5.5  In the event that any one or more of theprovisions contained in this Agreement shall for any reason be held to beinvalid, illegal or unenforceable, the same shall not affect any otherprovision of this Agreement, but this Agreement shall be construed as if suchinvalid, illegal or unenforceable provisions had never been contained herein.

 

5.6  This Agreement shall be binding upon, andinure to the benefit of, the successors and assigns of the Company and thepersonal representatives, heirs and legatees of Executive.

 

5.7  There shall be deducted from the payment ofany benefit due under this Agreement the amount of any tax required by anygovernmental authority to be withheld and paid over by the Company to suchgovernmental authority for the account of Executive.

 

5.8  As a condition to receiving the payments andbenefits hereunder, the Executive shall execute a document in customary form,releasing and waiving any and all claims, causes of actions and the likeagainst the Company and its successors, shareholders, officers, trustees, agentsand employees, regarding all matters relating to the Executive’s service as anemployee of the Company or any affiliates and the termination of suchrelationship.  Such claims include,without limitation, any claims arising under the Age Discrimination inEmployment Act of 1967, as amended; Title VII of the Civil Rights Act of 1964,as amended; the Civil Rights Act of 1991, as amended; the Equal Pay Act of1962; the American Disabilities Act of 1990; the Family Medical Leave Act, asamended; the Employee Retirement Income Security Act of 1976, as amended, orany like acts under the laws of Australia, as the case may be.

 

[Signature page follows]

 

4

----

 

IN WITNESS WHEREOF, theparties have executed this Agreement effective as of the date first abovewritten.

 

 

TIPPERARY CORPORATION

 

On Behalf of theCompensation Committee

Of the Board of Directors

 

 
|   /s/  Eugene I. Davis |   |   |
|----------------------------------|--------|--------|
| Signature                        |   |
|                             |   |
|   Eugene  I. Davis     |   |   |
| Name                             |   |
|                             |   |
|   Director             |   |   |
| Title                            |   |
|                             |   |
|                             |   |
| JEFFREY T. OBOURN                |   |
|                             |   |
|                             |   |
|   Jeffrey  T. Obourn   |   |   |

 

5

----

 

CHANGE IN CONTROLSEVERANCE AGREEMENT

 

THIS CHANGE IN CONTROLSEVERANCE AGREEMENT (this “***Agreement***”)is made effective as of April 1, 2005 by and between **TipperaryCorporation**, a Texas corporation (the “***Company***”)and Joseph Feiten, Chief Financial Officer (“***Executive***”).

 

# *ExplanatoryStatements*

 

WHEREAS, the Board ofDirectors of the Company (the “***Board***”)recognizes that the possibility of a Change in Control (as hereinafter defined)exists or may exist in the future and that the threat or the occurrence of aChange in Control can result in significant distractions of its key managementpersonnel and employees because of the uncertainties inherent in such asituation; and

 

WHEREAS, the Board hasdetermined that it is essential and in the best interest of the Company and itsshareholders to retain the services of the Executive in the event of a threator occurrence of a Change in Control and to ensure his continued dedication andefforts in such event without undue concern for his personal financial andemployment security; and

 

WHEREAS, in order toinduce the Executive to remain in the employ of the Company particularly in theevent of a threat or the occurrence of a Change in Control, the Employerdesires to enter into this Agreement with the Executive to provide theExecutive with certain benefits in the event his employment is terminated as aresult of, or in connection with, a Change in Control.

 

# *Agreement*

 

NOW THEREFORE, in considerationof the mutual promises and agreements set forth herein, the Company andExecutive agree as follows:

 

**1.  Term. **ThisAgreement shall commence as of the date hereof and shall continue in effectuntil the date the Executive’s employment by the Company is terminated;provided, however, that if the Executive’s employment is terminated following,or in anticipation of, a Change in Control, the term shall continue in effectuntil all payments and benefits have been made or provided to the Executive hereunder.  The Executive is an “at will” employee of theCompany.  Subject to the terms andconditions of this Agreement, the Company may terminate the Executive’semployment at any time by giving written notice to Executive of termination forCause (as defined herein) or termination without Cause.

 

**2.****              Definitions.**

 

2.1  “***Accrued Compensation***”shall mean an amount which shall include all amounts earned or accrued throughthe date the Executive’s employment is terminated (the “***TerminationDate***”) but not paid as of the Termination Date including (i) theBase Amount (as hereinafter defined) (ii) reimbursement for reasonable andnecessary expenses incurred by the Executive on behalf of the Company duringthe period ending on the Termination Date, (iii) paid time off (to 

 

----

 

the extent provided byCompany policy or applicable law), and (iv) any Bonus  (as hereinafter defined).

 

2.2  “***Bonus***”shall mean a sum equal to the average of the Executive’s annual bonuses paid bythe Company in 2003, 2004 and 2005 by March 31, 2005..

 

2.3  “***Base Amount***”shall mean the greater of (a) the Executive’s annual base salary, at therate in effect immediately prior to the Change in Control and (b) theExecutive’s annual base salary, at the rate in effect on the Termination Date.

 

2.4         Forpurposes of this Agreement, a termination of employment is for “***Cause***” if:

 

(a) it is the resultof the Executive’s (i) failure to observe or perform any of the materialterms or provisions of this Agreement, (ii) failure to comply fully withthe lawful directives of the Chief Executive Officer, (iii) disclosure orunauthorized use of any confidential information of the Company, (iv) participationdirectly or indirectly or providing information which results in competitionwith the Company, (v) deception, (vi) willful misconduct, (vii) materialneglect of the Company’s business, (viii) conviction of a felony or othercrime involving moral turpitude, (ix) misappropriation of funds, or (x)habitual insobriety; or

 

(b) the Executivebecomes “totally disabled”, as defined below, the Company may terminate thisAgreement by notice to the Executive, and as of the termination date, theCompany shall have no further liability or obligation to the Executivehereunder except as follows: the Executive shall receive any unpaid AccruedCompensation, if any, through the Termination Date.  For the purposes hereof, the Executive shallbe deemed to be “totally disabled” if the Executive is considered totallydisabled according to the definition under any group disability plan maintainedby the Company and in effect at the Termination Date, or in the absence of anyplan, under applicable Social Security regulations.  In the event of any dispute under thisSection, the Executive shall submit to a physical examination by a licensedphysician mutually satisfactory to the Company and the Executive, the cost ofsuch examination to be paid by the Company, and the determination of suchphysician shall be determinative; or

 

(c) the Executive dies during employment with theCompany, this Agreement shall terminate on the date of death, and thereafterthe Company shall not have any further liability or obligation to theExecutive, his executors, administrators, heirs, assigns or any other personclaiming under or through the Executive’s estate except that the Executive’sestate shall receive any unpaid Accrued Compensation, if any, through the dateof death.

 

2.5  “***Change in Control***”shall mean:

 

(a)  The acquisitionby any “***Person***” (within the meaningof Section 13(d)(3) or 14(d)(2) of the Securities Exchange Actof 1934, as amended (the “***Exchange Act***”))of beneficial ownership (within the meaning of Rule 13d-3promulgated under the Exchange Act) of 30% or more of either (i) the thenoutstanding shares of common stock of the Company (the “***OutstandingCompany Common Stock***”) or (ii) the combined voting power ofthe then outstanding voting securities of the Company entitled to votegenerally in the election of 

 

2

----

 

directors (the “***Outstanding Company******Voting Securities***”); provided,however, that for purposes of this subsection (a), the followingacquisitions shall not constitute a Change in Control: (i) any acquisitiondirectly from the Company, (ii) any acquisition by the Company, (iii) anyacquisition by an employee benefit plan (or related trust) sponsored ormaintained by the Company or any corporation controlled by the Company; or

 

(b)  Individualswho, as of the date hereof, constitute the Board (the “***IncumbentBoard***”) cease for any reason to constitute at least a majorityof the Board; provided, however, that any individual becoming a directorsubsequent to the date hereof whose election was approved by a vote of at leasta majority of the directors then comprising the Incumbent Board shall beconsidered as though such individual were a member of the Incumbent Board, butexcluding, for this purpose, any such individual whose initial assumption ofoffice occurs as a result of an actual or threatened election contest withrespect to the election or removal of directors or other actual or threatenedsolicitation of proxies or consents by or on behalf of a Person other than theBoard; or

 

(c)  Consummation ofa reorganization, merger, consolidation or sale or other disposition of all orsubstantially all of the assets of the Company or the acquisition of assets ofanother corporation (a “***Business Combination***”),in each case, unless, following such Business Combination,

 

(i) all orsubstantially all of the individuals and entities who were the beneficialowners, respectively, of the Outstanding Company Common Stock and OutstandingCompany Voting Securities immediately prior to such Business Combinationbeneficially own, directly or indirectly, more than 50% of, respectively, thethen outstanding shares of common stock and the combined voting power of thethen outstanding voting securities entitled to vote generally in the electionof directors, as the case may be, of the corporation resulting from suchBusiness Combination (including, without limitation, a corporation which as aresult of such transaction owns the Company or all or substantially all of theCompany’s assets either directly or through one or more subsidiaries) insubstantially the same proportions as their ownership, immediately prior tosuch Business Combination,

 

(ii) noPerson (excluding any corporation resulting from such Business Combination orany employee benefit plan (or related trust) of the Company or such corporationresulting from such Business Combination) beneficially owns, directly orindirectly, 20% or more of the then outstanding shares of common stock of thecorporation resulting from such Business Combination or the combined votingpower of the then outstanding voting securities of such corporation except tothe extent that such ownership existed prior to the Business Combination, and

 

(iii) atleast a majority of the members of the board of directors of the corporationresulting from such Business Combination were members of the Incumbent Board atthe time of the execution of the initial agreement, or of the action of theBoard, providing for such Business Combination; or

 

3

----

 

(d)  Approval by theshareholders of the Company of a complete liquidation or dissolution of theCompany.

 

**3.  Change in Control.**  In the event of a Change in Control of theCompany at any time during the Term of this Agreement, and Executive’stermination without Cause within a period of eighteen (18) months following thedate of a Change in Control, Executive shall be entitled to the followingBenefits:

 

(a)  The Companyshall pay Executive the Accrued Compensation, and a lump-sum severance amountwithin thirty (30) days following such termination equal to two (2) timesthe Executive’s Base Amount and Bonus; and

 

(b)  The Companyshall provide for Executive to receive medical, dental, life, and disabilityinsurance coverage for twenty four (24) months following such termination atlevels and a net cost to Executive comparable to that provided to Executiveimmediately prior to such termination.

 

(c)  Any ofExecutive’s options and/or warrants under the Company’s equity compensationplans outstanding as of the termination date and which are not then exercisableand vested, shall become fully exercisable and vested to the full extent of theoriginal grant; and

 

(d)  Company shallprovide Executive with outplacement services not to exceed a total cost of$5,000.

 

**4.  Constructive Termination.** If, within a period of eighteen (18) monthsfollowing the date of a Change in Control, (a) Executive’s BasicCompensation is reduced (unless such reduction is part of an across the boardreduction affecting all Company executives with a comparable level ofresponsibility, title or stature), or (b) Executive is removed from ordenied participation in incentive plans, benefit plans, or perquisitesgenerally provided by the Company to other Company executives with a comparablelevel of responsibility, title or stature, or (c) Executive’s targetincentive opportunity, benefits or perquisites are reduced relative to otherCompany executives with comparable responsibility, title or stature, or (d) Executiveis assigned duties or obligations inconsistent with his position with theCompany or (e) there is a material adverse change in the nature and scopeof Executive’s authority or his overall working environment, such event shallbe considered a termination without cause and Executive shall be entitled tothe benefits set forth in Section 3 above. For purposes of definition, an adverse change in overall workingenvironment would include movement of the Executive’s primary office to outsidethe Denver, Colorado metro area.

 

**5.****              Employee Covenants**

 

5.1  Executive agrees that any and allconfidential knowledge or information, including but not limited to customerlists, books, records, data, formulae, specifications, inventions, processesand methods, and developments and improvements, which have been or may beobtained or learned by Employee in the course of his employment with theCompany, will be held confidential by Executive, and that Executive shall notdisclose the same to any person 

 

4

----

 

outside of the Companyeither during his employment with the Company or after his employment by theCompany has terminated.

 

5.2  Executive agrees that upon termination of hisemployment with the Company he will immediately surrender and turn over to theCompany all books, records, forms, specifications, formulae, data, and allpapers and writings relating to the business of the Company and all otherproperty belonging to the Company, it being understood and agreed that the sameare the sole property of the Company and that Executive shall not make orretain any copies thereof.

 

5.3  Executive agrees that all inventions,developments or improvements which he has made or may make, conceive, invent,discover or otherwise acquire during his employment with the Company in thescope of his responsibilities or otherwise shall become the sole property of theCompany.

 

**6.****              MiscellaneousProvisions.**

 

6.1  All terms and conditions of this Agreementare set forth herein and in the Employment Agreement, and there are nowarranties, agreements or understandings, express or implied, except thoseexpressly set forth herein and in the Employment Agreement.

 

6.2  Any modification to this Agreement shall bebinding only if evidenced in writing signed by all parties hereto.

 

6.3  Any notice or other communication required orpermitted to be given hereunder shall be deemed properly given if personallydelivered or deposited in the United States mail, registered or certified andpostage prepaid, addressed to the Company at its most recent address on filewith the United State Securities and Exchange Commission, or to Executive athis or her most recent home address on file with Company, or at other suchaddresses as may from time to time be designated in writing by the respectiveparties.

 

6.4  The laws of the State of Colorado shallgovern the validity of this Agreement, the construction of its terms, and theinterpretation of the rights and duties of the parties involved.

 

6.5  In the event that any one or more of theprovisions contained in this Agreement shall for any reason be held to beinvalid, illegal or unenforceable, the same shall not affect any otherprovision of this Agreement, but this Agreement shall be construed as if suchinvalid, illegal or unenforceable provisions had never been contained herein.

 

6.6  This Agreement shall be binding upon, andinure to the benefit of, the successors and assigns of the Company and thepersonal representatives, heirs and legatees of Executive.

 

6.7  There shall be deducted from the payment ofany benefit due under this Agreement the amount of any tax required by anygovernmental authority to be withheld and paid over by the Company to suchgovernmental authority for the account of Executive.

 

5

----

 

6.8  As a condition to receiving the payments andbenefits hereunder, the Executive shall execute a document in customary form,releasing and waiving any and all claims, causes of actions and the likeagainst the Company and its successors, shareholders, officers, trustees,agents and employees, regarding all matters relating to the Executive’s serviceas an employee of the Company or any affiliates and the termination of suchrelationship.  Such claims include,without limitation, any claims arising under the Age Discrimination inEmployment Act of 1967, as amended; Title VII of the Civil Rights Act of 1964,as amended; the Civil Rights Act of 1991, as amended; the Equal Pay Act of1962; the American Disabilities Act of 1990; the Family Medical Leave Act, asamended; the Employee Retirement Income Security Act of 1976, as amended, orany like acts under the laws of Australia, as the case may be.

 

IN WITNESS WHEREOF, theparties have executed this Agreement effective as of the date first abovewritten.

 

 

TIPPERARY CORPORATION

 

On Behalf of theCompensation Committee

Of the Board of Directors

 

 
|   /s/  Eugene I. Davis |   |   |
|----------------------------------|--------|--------|
| Signature                        |   |
|                             |   |
|   Eugene  I. Davis     |   |   |
| Name                             |   |
|                             |   |
|   Director             |   |   |
| Title                            |   |
|                             |   |
|                             |   |
| JOSEPH FEITEN                    |   |
|                             |   |
|                             |   |
|   /s/  Joseph Feiten   |   |   |

 

6

----