(b) Employee hereby assigns and agrees to assign to the Company, its successors, assigns, ordesignees, all of Employee’s right, title, and interest in and to all Business Opportunities andIntellectual Property that exist on the date hereof or become such during the Employment Term orthe Post Termination Noncompete Term, and further acknowledges and agrees that all BusinessOpportunities and Intellectual Property that exist on the date hereof or become such during theEmployment Term or the Post Termination Noncompete Term constitute the exclusive property of theCompany.     (c) For purposes hereof, “**Business Opportunities**” shall mean all business ideas, prospects,proposals and other opportunities pertaining to the lease, acquisition, exploration, production,gathering or marketing of hydrocarbons and related products and the exploration potential ofgeographical areas on which hydrocarbon exploration prospects are located, that are:     (i) developed by Employee: (A) during the period that Employee is employed by any ofthe Related Parties (the “**Employment Term**”), or (B) before the Employment Term, if suchopportunities were developed in connection with (I) assets that have been sold orcontributed to the Company by Employee, or (II) Employee’s activities in the oil and gasindustry, directly or indirectly, related to the Related Parties’ properties or assetsacquired during the Employment Term; and     (ii) originated by any third parties and brought to the attention of Employee, whetherbefore or during the Employment Term, except to the extent that (I) such opportunities arenot applicable, directly or indirectly, to any of the Related Parties’ properties or assetsacquired during the Employment Term, and (II) third parties possess valid and enforceablerights to such opportunities;together with information relating thereto, including, without limitation, the “Related Parties’Business Records” (as defined below).     (d) For purposes hereof “**Intellectual Property**” shall mean all ideas, inventions, discoveries,processes, designs, methods, substances, articles, computer programs, and improvements (including,without limitation, enhancements to, or further interpretation or processing of, information thatwas in the possession of Employee prior to the date of this Agreement), whether or not patentableor copyrightable, which do not fall within the definition of Business Opportunities, and which arediscovered, conceived, invented, created, or developed by Employee, alone or with others if suchdiscovery, conception, invention, creation, or development (i) occurs in the course of Employee’semployment with the Related Parties, or (ii) occurs with the use of any of the Related Parties’time, materials, assets or facilities (including assets sold or contributed to the Company byEmployee), or (iii) in the opinion of at least a majority of the Managers of the Company, relatesor pertains in any way to the Related Parties’ properties or assets acquired during the EmploymentTerm, except to the extent that any third party possesses a valid and enforceable right to suchIntellectual Property.     2. NonCompete Obligations During Employment Term.     (a) Except as set forth in subsection (b) hereof and in the Disclosure Schedule, Employeeagrees that during the Employment Term:
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     (i) Employee will not, other than through the Related Parties, engage or participate inany manner, whether directly or indirectly through any family member or as an employee,employer, consultant, agent, principal, partner, more than two percent equity-holder,officer, director, licensor, lender, lessor or in any other individual or representativecapacity, in any business or activity which is engaged in leasing, acquiring, exploring,producing, gathering or marketing hydrocarbons and related products; and     (ii) all investments made by Employee (whether in Employee’s own name or in the name ofany family members or made by any Controlled Affiliates, as defined below), which relate tothe lease, acquisition, exploration, production, gathering or marketing of hydrocarbons andrelated products shall be made solely through the Related Parties; and Employee will not(directly or indirectly through any family members), and will not permit any ControlledAffiliate to: (A) invest or otherwise participate alongside the Related Parties in anyBusiness Opportunities, or (B) invest or otherwise participate in any business or activityrelating to a Business Opportunity, regardless of whether any of the Related Partiesultimately participates in such business or activity.For purposes hereof, “**Controlled Affiliates**” are entities in which Employee and Employee’sfamily members collectively own, directly or indirectly, a majority of the equity or votinginterests. The restrictions of this Section 2(a) do not apply to purely passiveinvestments in public companies that do not exceed two percent of the outstanding equityinterest in the applicable company.     (b) Employee represents that neither Employee nor his Controlled Affiliates or his immediatefamily members (i.e., his spouse and minor children living in Employee’s household) own anyinvestments or interests which relate to the lease, acquisition, exploration, production, gatheringor marketing of hydrocarbons and related products, other than Employee’s interest in the Company.This paragraph shall not apply to, and the Employee shall be entitled to hold and acquire purelypassive investments in public companies in the energy industry provided such investments do notexceed two percent of the outstanding equity securities of any company.     3. Confidentiality Obligations.     (a) Employee hereby acknowledges that all trade secrets and confidential or proprietaryinformation of the Related Parties (collectively referred to herein as “**Confidential Information**”)constitute valuable, special and unique assets of the Related Parties’ business, and that access toand knowledge of such Confidential Information is essential to the performance of Employee’sduties. Employee agrees that during the Employment Term and during the eighteen month periodfollowing the date of termination of Employee’s employment (the “**Termination Date**”), Employee willhold the Confidential Information in strict confidence and will not publish, disseminate orotherwise disclose, directly or indirectly, to any person other than the Related Parties and theirrespective officers, directors and employees, any Confidential Information or use any ConfidentialInformation for Employee’s own personal benefit or for the benefit of anyone other than the RelatedParties. The Company agrees to provide Confidential Information to Employee in exchange forEmployee’s agreement to keep such Confidential Information, and any Confidential Information towhich Employee has already become privy, in strict confidence as provided in this Agreement.
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     (b) For purposes of this Section 3, it is agreed that Confidential Information includes,without limitation, any information heretofore or hereafter acquired, developed or used by any ofthe Related Parties relating to Business Opportunities or Intellectual Property or othergeological, geophysical, economic, financial or management aspects of the business, operations,properties or prospects of the Related Parties whether oral or in written form, whether or notincluded in the Related Parties’ Business Records, but shall exclude any information which (A) isor has become part of common knowledge or understanding in the oil and gas industry or otherwise inthe public domain (other than from disclosure by Employee in violation of this Agreement), (B) wasrightfully in the possession of Employee, as shown by Employee’s records, prior to the date of thisAgreement and which is not directly applicable to the business of the Company or any of itsproperties or assets, (C) is lawfully acquired by Employee after the Employment Term from any thirdparty not bound by an obligation of confidence to the disclosing party; or (D) is independentlydeveloped by or for the Employee after the Employment Term without using the ConfidentialInformation of the Related Parties; *provided*, *however*, that Employee shall provide to the Companycopies of all information described in clause (B) to the extent reasonably requested by theCompany; *provided further*, *however*, that this Section 3 shall not be applicable to the extent (1)Employee is required to testify in a judicial or regulatory proceeding pursuant to the order of ajudge or administrative law judge after Employee requests that such Confidential Information bepreserved or (2) Employee receives a valid and effective subpoena, interrogatory or other legallyenforceable request for information in connection with a judicial process.     4. Obligations After Termination Date.     (a) The purpose of the provisions of Section 2 and this Section 4 are to protect the Companyfrom unfair loss of goodwill and business advantage and to shield Employee from pressure to use ordisclose Confidential Information or to trade on the goodwill belonging to the Company.Accordingly, during the Post-Termination Noncompete Term (as defined below), Employee will notengage or participate in any manner, whether directly or indirectly through any family member or asan employee, employer, consultant, agent, principal, partner, shareholder, officer, director,licensor, lender, lessor or in any other individual or representative capacity, in any business oractivity which is engaged in leasing, acquiring, exploring, producing, gathering or marketinghydrocarbons and related products in an area that is within a ten (10) mile radius of theboundaries of, any mineral property interest of any of the Related Parties (including, withoutlimitation, a mineral lease, overriding royalty interest, production payment, net profits interest,mineral fee interest, or option or right to acquire any of the foregoing, or an area of mutualinterest as designated pursuant to contractual agreements between the Related Party and any thirdparty) or any other property on which the Related Parties have, or are in the process ofnegotiating, an option, right, license, or authority to conduct or direct exploratory activities,such as three dimensional seismic acquisition or other seismic, geophysical and geochemicalactivities (but not including any preliminary geological mapping), as of the Termination Date;provided that, this Section 4 shall not preclude Employee from making personal investments insecurities of oil and gas companies which are registered on a national stock exchange or on TheNasdaq Stock Market, if the aggregate amount owned by Employee and all family members andaffiliates does not exceed 2% of such company’s outstanding securities.     (b) For purposes hereof, the “**Post Termination Noncompete Term**” is:
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     (i) the 18 month period following the Termination Date, if (A) Employee voluntarilyresigned or otherwise voluntarily terminated his/her position as an officer or employee ofthe Related Parties, unless the Employee’s resignation follows the Related Parties’reduction of Employee’s annual salary, (B) Employee’s employment by the Related Parties wasterminated for Cause, or (C) Employee breached in any material respect any of the provisionsof Sections 3, 4 or 5 hereof; or     (ii) in the event that (A) Employee’s services as an officer or employee are terminatedby a Related Party other than for Cause or (B) Employee voluntarily resigned or otherwisevoluntarily terminated his/her position following a reduction of Employee’s annual salary bya Related Party, and in either case, (C) Employee is not in breach in any material respectof any of the provisions of Section 3, 4 or 5 hereof, the period during which the Companymakes Severance Payments (as defined below) to Employee, the length of which shall bedetermined by the Company at its discretion, but in no event to be longer than 18 monthsfollowing the Termination Date.     (c) For purposes hereof, the term **Severance Payments**shall mean a monthly payment that isequal to the regular monthly salary that Employee was receiving from the Related Partiesimmediately before the Termination Date (which in no event shall be less than Employee’s regularmonthly salary or monthly salary in effect immediately prior to the reduction that precededEmployee’s resignation, if applicable), and such Severance Payments shall be payable at the sametimes as Employee’s regular salary was paid immediately before the Termination Date.     (d) For purposes hereof, “**Cause**” means any of the following: (i) Employee’s conviction of, orplea of nolo contendere to, any felony or to any crime or offense causing substantial harm to theCompany or its affiliates or involving acts of theft, fraud, embezzlement, moral turpitude orsimilar conduct; (ii) Employee’s repeated intoxication by alcohol or drugs during the performanceof Employee’s duties in a manner that materially and adversely affects Employee’s performance ofsuch duties; (iii) malfeasance in the conduct of Employee’s duties, including, but not limited to,(A) willful and intentional misuse or diversion of funds of the Company or its affiliates, (B)embezzlement, or (C) fraudulent or willful and material misrepresentations or concealments on anywritten reports submitted to the Company or its affiliates; (iv) Employee’s material violation ofany provision of the Voting and Members Agreement of even date herewith among Employee, the Companyand others that remains uncured for a period of 30 days after notice thereof; or (v) Employee’smaterial failure to perform the duties of Employee’s employment or engagement or material failureto follow or comply with the reasonable and lawful written directives of the managing Boards of theCompany, in either case after Employee shall have been informed, in writing, of such materialfailure and given a period of not less than 60 days to remedy same.     (e) The Company shall not be obligated to make Severance Payments if Section 4(b)(ii) aboveapplies; however, if the Company elects not to make such payments there shall be no PostTermination Noncompete Term under Section 4(b)(ii). If the Company does elect to make SeverancePayments under Section 4(b)(ii), it must notify Employee of such decision no later than fivebusiness days after the Termination Date. Thereafter, the Company shall be entitled to ceasemaking Severance Payments at any time and for any reason, but only upon at least 30 days advancewritten notice to Employee, at which time the Post Termination
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Noncompete Term shall end. Employee acknowledges that any Severance Payments made to Employeeunder Section 4(b)(ii) above, as well as the Company’s agreement to provide ConfidentialInformation to Employee, will constitute adequate consideration for Employee’s agreements set forthin Section 4(a) above.     (f) Employee will not, during the eighteen month period following the Termination Date,solicit, entice, persuade or induce, directly or indirectly, any employee (or person who within thepreceding 90 days was an employee) of any of the Related Parties or any other person who is undercontract with or rendering services to any of the Related Parties, to (i) terminate his or heremployment by, or contractual relationship with, such person, (ii) refrain from extending orrenewing the same (upon the same or new terms), (iii) refrain from rendering services to or forsuch person, (iv) become employed by or enter into contractual relations with any Persons otherthan such person, or (v) enter into a relationship with a competitor of any of the Related Parties.     5. Business Records.     (a) Employee agrees to promptly deliver to the Company, upon termination of Employee’semployment by the Related Parties, or at any other time when the Company so requests, all documentsin existence on the Termination Date relating to the business of the Related Parties, including,without limitation: all geological and geophysical reports and related data such as maps, charts,logs, seismographs, seismic records and other reports and related data, calculations, summaries,memoranda and opinions relating to the foregoing, production records, electric logs, core data,pressure data, lease files, well files and records, land files, abstracts, title opinions, title orcurative matters, contract files, notes, records, drawings, manuals, correspondence, financial andaccounting information, customer lists, statistical data and compilations, patents, copyrights,trademarks, trade names, inventions, formulae, methods, processes, agreements, contracts, manualsor any other documents relating to the business of the Related Parties (collectively, the “**RelatedParties’ Business Records**”), and all copies thereof and therefrom.     (b) Employee confirms that all of the Related Parties’ Business Records (and all copiesthereof and therefrom) that are required to be delivered to the Company pursuant to this Section 5constitute the exclusive property of the Company and the other Related Parties.     (c) The obligation of confidentiality set forth in Section 3 shall continue notwithstandingEmployee’s delivery of any such documents to the Company.     (d) Notwithstanding the foregoing provisions of this Section 5 or any other provision of thisAgreement, Employee shall be entitled to retain any written materials which, as shown by Employee’srecords, were in Employee’s possession on or prior to the date hereof, subject to the Company’sright to receive a copy of such materials or, in lieu thereof, proof that such materials were inexistence on the date hereof.     (e) The provisions of this Section 5 shall continue in effect notwithstanding termination ofEmployee’s employment for any reason.
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     6. Miscellaneous.     (a) The invalidity or non-enforceability of any provision of this Agreement in any respectshall not affect the validity or enforceability of this Agreement in any other respect or of anyother provision of this Agreement. In the event that any provision of this Agreement shall be heldinvalid or unenforceable by a court of competent jurisdiction by reason of the geographic orbusiness scope or the duration thereof, such invalidity or unenforceability shall attach only tothe scope or duration of such provision and shall not affect or render invalid or unenforceable anyother provision of this Agreement, and, to the fullest extent permitted by law, this Agreementshall be construed as if the geographic or business scope or the duration of such provision hadbeen more narrowly drafted so as not to be invalid or unenforceable.     (b) Employee acknowledges that the Company’s remedy at law for any breach of the provisions ofthis Agreement is and will be insufficient and inadequate and that the Company shall be entitled toequitable relief, including by way of temporary and permanent injunction, in addition to anyremedies the Company may have at law.     (c) The representations and covenants contained in this Agreement on the part of Employee willbe construed as ancillary to and independent of any other agreement between the Company andEmployee, and, except as set forth in this Agreement, the existence of any claim or cause of actionof Employee against the Company or any of the other Related Parties or any officer, director, orshareholder of the Company or any of the other Related Parties, whether predicated on Employee’semployment or otherwise, shall not constitute a defense to the enforcement by the Company of thecovenants of Employee contained in this Agreement. In addition, the provisions of this Agreementshall continue to be binding upon Employee in accordance with their terms, notwithstanding thetermination of Employee’s employment for any reason.     (d) The parties to this Agreement agree that the limitations contained in Section 4 withrespect to time, geographical area, and scope of activity are reasonable. However, if any courtshall determine that the time, geographical area, or scope of activity of any restriction containedin Section 4 is unenforceable, it is the intention of the parties that such restrictive covenantset forth herein shall not thereby be terminated but shall be deemed amended to the extent requiredto render it valid and enforceable.     (e) All notices or other communications required or permitted to be given under this Agreementshall be in writing and shall be duly given if personally delivered or on the third day after beingsent postage pre-paid by certified or registered mail, return receipt requested or by telecopy asfollows: (a) if addressed to Employee, at the address or telecopy number furnished to the Companyby Employee, or (b) if addressed to the Company, at its principal place of business or at itstelecopy number at such address, to the attention of the President. Either party may change itsaddress or telecopy number set forth above by giving the other party notice of such change inaccordance with the provisions of this Section 6(e). A notice shall be deemed given, if bypersonal delivery or expedited delivery service, on the date of such delivery to such address, ifby certified mail, on the date of receipt, refusal or first attempted date of delivery ifunclaimed, or if by telecopy, on the date of receipt of the transmission of such notice at suchtelecopy number.
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     (f) This Agreement may not be altered or amended except by a writing, duly executed by theparty against whom such alteration or amendment is sought to be enforced.     (g) **The parties agree that this Agreement shall be governed by and construed in accordancewith the internal laws of the State of Delaware (without regard to rules or principles of conflictsof law requiring the application of the law of another State).**     (h) This Agreement constitutes the entire agreement between the parties hereto with respect tothe subject matter hereof and supersedes all prior agreements and understandings, both written andoral, between the parties with respect to the subject matter hereof.     (i) This Agreement may be executed in counterparts, each of which shall be an original and allof which together shall constitute one and the same instrument.     (j) This Agreement and the obligations of the parties hereunder shall be terminate if theCompany ceases to conduct business as a result of the failure of Resolute Holdings, LLC to drawnupon the capital commitments of the “Purchasers” (as defined in the Operating Agreement ofResolute Holdings, LLC) and use the proceeds thereof to purchase material energy industry assets.     IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement in multiplecounterparts as of the day and year first above written.      **RESOLUTE HOLDINGS, LLC**