Exhibit 10.1


 


AMENDED
AND RESTATED EMPLOYMENT AGREEMENT


 


THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT  (this “Agreement”) is entered into effective
the 16th day of April, 2010 (the “Effective Date”) by and between James Russell Reger, a resident of
the State of Montana (“Employee”),
ante4, Inc., a Delaware
corporation having its principal office at 5700 Wilshire Boulevard, Suite 625,
Los Angeles, California 90036 (“ante4”), and Plains Energy Investments, Inc.,
a Nevada corporation having its principal office at 2818 1st Avenue North, Suite 506,
Billings, Montana 59101 (“Plains Energy,” and collectively with ante4, the “Company”).


 


WHEREAS, the Company
is an oil and gas exploration and production company headquartered in Billings,
Montana, focused on drilling exploratory and developmental wells in the Rocky
Mountain regions of the United States;


 


WHEREAS,  Plains Energy and Employee entered into that certain
Employment Agreement effective December 31, 2009, which was amended and
restated effective March 18, 2010 (as amended and restated, the “Original
Agreement”);


 


WHEREAS, on April 16,
2010, Plains Energy engaged in a merger transaction with ante4 and a subsidiary
of ante4, pursuant to which Plans Energy became a wholly owned subsidiary of
ante4 (the “Merger”);


 


WHEREAS, ante4 desires
to employ, and Plains Energy desires to continue to employ, Employee, and
Employee desires to be employed by ante4 and Plains Energy, pursuant to the
terms and conditions set forth in this Agreement.


 


NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties agree as follows:


 


1.             Employment.


 


1.1          Term.  Effective as of the Effective Date, the
Company hereby employs Employee, and Employee hereby accepts such employment,
on the terms and conditions set forth herein, for the period commencing on the
Effective Date and continuing until the opening of business on December 31,
2011 (the “Term”), unless sooner terminated pursuant hereto.


 


1.2          Services.  The Company hereby agrees to employ Employee
in the role of the Company’s Chief Executive Officer, and Employee hereby
accepts such employment with the Company on the terms and conditions set forth
herein.  Employee shall perform all
activities and services as the Company’s Chief Executive Officer on a full-time
basis, which shall include duties and responsibilities as the Company’s Board
of Directors may from time-to-time reasonably prescribe consistent with the
duties and responsibilities of the Chief Executive Officer of the Company (the “Services”).  Employee shall use his best efforts to make
himself available to render such Services on a full-time basis to the best of
his abilities.  The Services shall be
performed in a good professional and workmanlike manner by Employee, to the
Company’s reasonable satisfaction, which 


 


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shall
include duties and responsibilities as the Company’s Chief Executive
Officer.  Employee shall have the
authority to bind the Company to any contract, agreement or other arrangement,
whether oral or written, or make any representation or deliver any instructions
on behalf of the Company.  Employee
agrees that he shall not be employed by or provide consulting services to any
other person or entity without the prior written consent of the Company.


 


2.             At-Will Relationship.  Employee’s employment with the Company shall
be entirely “at-will,” meaning that either
Employee or the Company may terminate such employment relationship by
terminating this Agreement in writing delivered to the other party at any time
for any reason or for no reason at all.


 


3.             Compensation/Issuance
of Shares of Common Stock and Warrants.  In consideration for Employee entering into
this Agreement with the Company and performing the Services required hereunder
during the term of this Agreement:


 


3.1          Annual
Salary.  Employee shall not be
entitled to receive any cash compensation from the Company.


 


3.2          Bonus
Compensation.  Employee shall be
eligible to receive such bonuses as may be determined appropriate in the sole
discretion of the Company’s Compensation Committee or Board of Directors from
time-to-time; provided, however, that nothing herein shall obligate the Company
to pay any bonus to Employee at any time.


 


3.3          Initial
Stock Grant.  Under the Original
Agreement, Plains Energy issued to Employee an aggregate of six hundred thousand
(600,000) shares (the “Plains Energy Shares”) of Plains Energy’s common stock,
par value one-tenth of one cent ($0.001) per share (“Plains Energy Common Stock”),
of which one hundred fifty thousand (150,000) vested immediately and the
remaining four hundred fifty thousand (450,000) restricted shares (such 450,000
shares are referred to as the “Plains Energy Restricted Shares”) were to vest
pursuant to the provisions of Sections 3.5 below, and all of the Plains Energy
Shares were subject to the provisions of Section 3.6 below.  In connection with the Merger, each one of
the Plains Energy Shares was exchanged into 0.86836131 of one (1) share of
ante4 common stock, par value one-tenth of one cent ($0.001) per share (“ante4
Common Stock”), rounded up to the nearest whole share, for an aggregate of five
hundred twenty-one thousand seventeen (521,017) shares of ante4 Common Stock
(the “ante4 Shares”), of which one hundred thirty thousand two hundred fifty-four
(130,254) vested immediately upon consummation of the Merger and the remaining three
hundred ninety thousand seven hundred sixty-three (390,763) (such 390,763
shares are referred to as the “ante4 Restricted Shares”) shall vest pursuant to
the provisions of Section 3.5 below. 
All of the ante4 Shares shall be subject to the provisions of Section 3.6
below.


 


3.4          Initial
Warrant Grant.  Under the Original
Agreement, Plains Energy also issued to Employee a five-year warrant (the “Plains
Energy Warrant”) to purchase an aggregate of one million five hundred thousand
(1,500,000) shares of Plains Energy Common Stock (the “Plains Energy Warrant
Shares”), at an exercise price of $0.85 per share, which warrant was to vest
and be exercisable in accordance with the provisions of 


 


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Sections
3.5 and 3.6 below.  In connection with
the Merger, the Plains Energy Warrant was exchanged into warrants to purchase
0.86836131 of one (1) share of ante4 Common Stock for each share of Plains
Energy Common Stock represented by the Plains Energy Warrant, with each
fractional warrant share rounded up to the nearest whole share, for an
aggregate of one million three hundred two thousand five hundred forty-two (1,302,542)
shares of ante4 Common Stock (the “ante4 Warrant Shares”), exercisable at $0.98
per share (the “ante4 Warrant”).  The
ante4 Warrant shall vest and be exercisable in accordance with the provisions
of Sections 3.5 and 3.6 below.


 


3.5          Vesting
of Shares and Warrant.  The ante4 Restricted
Shares and the ante4 Warrant shall be subject to the following terms and
conditions:


 


(i)            Until vested pursuant to the
provisions of Section 3.5(ii) below, the ante4 Restricted Shares, the
ante4 Warrant or the ante4 Warrant Shares may not be sold, exchanged,
transferred, pledged, hypothecated, or otherwise disposed of, whether
voluntarily, involuntarily, or by operation of law or otherwise;


 


(ii)           All of the ante4 Restricted Shares
shall vest in a single lump sum and become fully-paid and non-assessable shares
of ante4 Common Stock and the ante4 Warrant shall vest and be fully-exercisable
in a single lump sum upon the earliest to occur of the following events:


 


(a)           at the open of business on December 31,
2011;


 


(b)           immediately upon the occurrence of
any event constituting a Change in Control (as defined in Section 3.5(iv) below);
or


 


(c)           immediately in the event Employee’s
employment with the Company is terminated for any reason other than one of the
following;


 


(1)           an intentional act
of fraud, embezzlement, theft or any other material violation of law:


 


(2)           grossly negligent or
intentional damage to the Company’s reputation or assets;


 


(3)           grossly negligent or
intentional disclosure of Confidential Information and Materials (as defined
below) contrary to Employee’s obligations set forth in Section 5 below;


 


(4)           the willful and
continued failure to substantially perform required duties for the Company
(other than as a result of incapacity due to physical or mental illness); or


 


(5)           a material breach of
this Agreement that is not cured within 14 days of receiving notice from the
Company of such breach.


 


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(iii)          The Company may cancel the ante4 Restricted
Shares and the ante4 Warrant in the event Employee voluntarily terminates this
Agreement consistent with Section 2 or the Company terminates Employee’s
employment for any reason identified in Section 3.5(ii)(c) above; and


 


(iv)          Any of the following shall constitute
a “change in control” for the purposes hereof:


 


(a)           The consummation of a reorganization, merger, share exchange, consolidation or similar transaction, or the sale or disposition of all or substantially all of the assets of the Company, unless, in any case, the persons beneficially owning the voting securities of the Company immediately before that transaction beneficially own, directly or indirectly, immediately after the transaction, at least fifty percent (50%) of the voting securities of the Company or any other corporation or other entity resulting from or surviving the transaction in substantially the same proportion as their respective ownership of the voting securities of the Company immediately prior to the transaction;
 


(b)           The
Company’s shareholders approve a complete liquidation or dissolution of the
Company.


 


3.6          Acknowledgement.  Employee hereby acknowledges and agrees that
the ante4 Shares shall be subject to the following provisions:


 


(i)            The
ante4 Shares and ante4 Warrant Shares will be issued pursuant to exemptions
from registration under the Securities Act of 1933, as amended (the “Act”), and
applicable state securities laws, will not be registered for resale with the
United States Securities and Exchange Commission (the “SEC”) or any state
securities commission and, as such, will constitute “restricted securities” as
defined in the Act;


 


(ii)           Employee
may not offer, sell, hypothecate, pledge, transfer, assign or otherwise dispose
of any of the ante4 Shares, the ante4 Warrant or the ante4 Warrant Shares
without (A) first delivering to the Company an opinion of counsel
satisfactory to the Company that any proposed disposition or transfer may be
made lawfully without the registration of the ante4 Shares pursuant to the Act
and applicable state laws, or (B) registration of such ante4 Shares with
the SEC and any appropriate state securities commissions (it being expressly
understood that the Company shall not have any obligation to register any of
the ante4 Shares);


 


(iii)          Employee understands and acknowledges
that Employee may recognize income for Federal and state income tax purposes at
the time the ante4 Shares, ante4 Warrant and/or ante4 Warrant Shares are issued
or thereafter, and Employee shall be solely responsible for paying any and all
taxes associated with the Company’s issuance of such securities;


 


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(iv)          the Company has not provided Employee
any advice regarding his potential tax liability, Employee has sought to his
satisfaction the advice of independent advisors regarding the tax and legal
implications of receiving the ante4 Shares and Employee agrees to report any
potential income resulting from the issuance of the ante4 Shares in accordance
with applicable law; and


 


(v)           Employee understands and acknowledges
that Employee will be entirely responsible for the payment of any taxes as a
result of the issuance of the ante4 Shares, the ante4 Warrant and the ante4
Warrant Shares and that the Company will not withhold any amount from Employee’s
compensation to cover such tax liability, and Employee agrees to indemnify and
hold the Company and all of its past, present and future affiliates, executors,
heirs, administrators, shareholders, employees, officers, directors, attorneys,
accountants, agents, representatives, predecessors, successors and assigns
harmless against all claims, debts, demands, accounts, judgments, causes of
action, equitable relief, damages, costs, charges, complaints, obligations,
controversies, actions, suits, proceedings, expenses, responsibilities and liabilities
of every kind and character whatsoever (including, but not limited to,
reasonable attorneys’ fees and costs) in connection with, and shall assume full
responsibility for, payment of all federal, state and local taxes or
contributions imposed or required as a result of the issuance of the ante4
Shares, ante4 Warrant or ante4 Warrant Shares.


 


3.7          The parties agree that the provisions
of this Section 3 shall survive any termination of this Agreement.


 


4.             Benefits.  During the term of this Agreement, Employee
will be entitled to participate in the following benefit plans to the extent
available through the Company in accordance with the policies and plans adopted
by the Company, as may be amended from time-to-time:


 


4.1          Retirement
Plans.  Employee shall be entitled to
participate in the Company’s 401(k), profit sharing and other retirement plans
(the “Plan”) presently in effect or hereafter adopted by the Company, to the
extent that such Plan relates generally to all employees of the Company.  Employee shall be able to contribute up to
the legal limit, as a percentage of his annualized salary, into any such Plan,
of which the Company shall match Employee’s contribution up to a maximum of
eight percent (8.0%) of Employee’s annualized salary.


 


4.2          Vacation.
 Employee shall be entitled to vacation
pursuant to such general policies and procedures of the Company consistent with
past practices as are from time to time adopted by the Company.


 


4.3          Expense
Reimbursement.  Employee shall be
reimbursed by the Company for all ordinary and customary business expenses,
including travel and other disbursements pre-approved by the Company’s Chief Financial
Officer or the Company’s Board of Directors. 
Employee shall provide such appropriate documentation regarding such expenses
and disbursements as Company may reasonably require.  Reimbursement shall 


 


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occur
once per month and must be paid no later than the end of the Company’s taxable
year following the taxable year in which such expenses are incurred.


 


4.4          Health
Insurance.  Employee, Employee’s
spouse and any children of Employee (the “Employee’s Family”) shall be entitled
to participate in health, hospitalization, disability, dental and other such
health-related benefits and/or insurance plans that the Company may have in
effect from time-to-time, all of which insurance premiums shall be paid by the
Company on behalf of Employee and Employee’s Family.


 


4.5          Other
Benefits.  Employee shall also be
entitled to such other benefits as the Company may from time-to-time generally
provide to its personnel, at the discretion of and as permitted by the Company’s
management.


 


5.             Confidential
Information.


 


5.1          Employee
shall maintain the confidentiality of all trade secrets, (whether owned or
licensed by the Company) and related or other interpretative materials and
analyses of the Company’s projects, or knowledge of the existence of any
material, information, analyses, projects, proposed joint ventures, mergers,
acquisitions, divestitures and other such anticipated or contemplated business
ventures of the Company, and other confidential or proprietary information of
the Company (“Confidential Information and Materials”) obtained by Employee as
result of this Agreement during the term of the Agreement and for two (2) years
following termination of Employee’s employment with the Company.


 


5.2          In
the event that such Confidential Information and Materials are memorialized on
any computer hardware, software, CD-ROM, disk, tape, or other media, Company
shall have the right, subject to the rights of third parties under contract,
copyright, or other law, to view, use, and copy for safekeeping or backup
purposes such Confidential Information and Materials.  During the period of confidentiality, Employee
shall make no use of such Confidential Information and Materials for his own
financial or other benefit, and shall not retain any originals or copies, or
reveal or disclose any Confidential Information and Materials to any third
parties, except as otherwise expressly agreed by the Company.  Employee shall have no right to use the
Company’s corporate logos, trademarks, service marks, or other intellectual
property without prior written permission of the Company and subject to any
limitations or restrictions upon such use as the Company may require.


 


5.3          Upon
expiration or termination of this Agreement, Employee shall turn over to a
designated representative of the Company all property in Employee’s possession
and custody and belonging to the Company.  Employee shall not retain any copies or
reproductions of correspondence, memoranda, reports, notebooks, drawings,
photographs or other documents relating in any way to the affairs of the
Company and containing Confidential Information and Materials which came into
Employee’s possession at any time during the term of this Agreement.


 


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5.4          Employee
acknowledges that ante4 is a public company registered under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and that this Agreement
may be subject to the filing requirements of the Exchange Act.  Employee acknowledges and agrees that the
applicable insider trading rules and limitations on disclosure of
non-public information set forth in the Exchange Act and rules and
regulations promulgated by the Securities and Exchange Commission (the “SEC”)
shall apply to this Agreement and Employee’s employment with the Company.  Employee (on behalf of himself as well as his
executors, heirs, administrators and assigns) absolutely and unconditionally
agrees to indemnify and hold harmless the Company and all of its past, present
and future affiliates, executors, heirs, administrators, shareholders,
employees, officers, directors, attorneys, accountants, agents,
representatives, predecessors, successors and assigns from any and all claims,
debts, demands, accounts, judgments, causes of action, equitable relief,
damages, costs, charges, complaints, obligations, controversies, actions,
suits, proceedings, expenses, responsibilities and liabilities of every kind
and character whatsoever (including, but not limited to, reasonable attorneys’
fees and costs) in the event of Employee’s breach or alleged breach of any
obligation under the Exchange Act, any rules promulgated by the SEC and
any other applicable federal or state laws, rules, regulations, or orders.


 


5.5          The
parties agree that the provisions of this Section 5 shall survive any
termination of this Agreement.


 


6.             Non-Competition and Non-Solicitation.


 


6.1                               Employee agrees that he will
not, directly or indirectly:


 


(i)            anywhere within the United States,
engage, directly or indirectly, alone or as a shareholder (other than as a
holder of less than ten percent (10%) of the common stock of any publicly
traded corporation), partner, officer, director, employee, consultant or
advisor, or otherwise in any way participate in or become associated with, any
other business organization that is engaged or becomes engaged in any business
that is the same or substantially identical business of the Company, or is
directly competitive with, any business activity that the Company is conducting
at the time of the Employee’s termination or has notified the Employee that it
proposes to conduct and for which the Company has, prior to the time of such
termination, expended substantial resources (the “Designated Industry”),


 


(ii)           solicit any operator or holder of
mineral or other land rights to change, terminate, or alter its relationship
with the Company or induce any such operator or holder to not renew any then
existing relationship with the Company, or


 


(iii)          solicit any employee, consultant, or operator of the
Company to change its relationship with the Company, or hire or offer
employment to any person to whom the Employee actually knows the Company has
offered employment.


 


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6.2          Employee agrees to be bound by the provisions of this Section 6
in consideration for the Company’s employment of Employee, payment of the
compensation and benefits provided under Section 3 and Section 4
above and the covenants and agreements set forth herein.  The provisions of this Section 6 shall
apply up to and including the later of (a) the date of any termination of
Employee’s employment with the Company or (b) conclusion of the Term; provided,
however, that the provisions of this Section 6 shall cease to apply
immediately upon any “change in control” as defined in Section 3 of this
Agreement or in the event that the Company terminates Employee’s employment for
any reason other than a reason set forth in Section 3.5(ii)(c) above.  The parties agree that the provisions of this
Section 6 shall survive any termination of this Agreement, Employee will
continue to be bound by the provisions of this Section 6 until their
expiration and Employee shall not be entitled to any compensation from the
Company with respect thereto except as provided under this Agreement.


 


6.3          Employee
acknowledges that the provisions of this Section 6 are essential to
protect the business and goodwill of the Company.  If at any time the provisions of this Section 6
shall be determined to be invalid or unenforceable by reason of being vague or
unreasonable as to area, duration or scope of activity, this Section 6
shall be considered divisible and shall become and be immediately amended to
only such area, duration and scope of activity as shall be determined to be
reasonable and enforceable by the court or other body having jurisdiction over
the matter; and the Employee agrees that this Section 6 as so amended
shall be valid and binding as though any invalid or unenforceable provision had
not been included herein.


 


7.             Non-Disparagement.  Both the Company and Employee agree that
neither they nor any of their respective affiliates, predecessors,
subsidiaries, partners, principals, officers, directors, authorized
representatives, agents, employees, successors, assigns, heirs or family
members shall disparage or defame any other party hereto relating in any
respect to this Agreement, their relationship or the Company’s employment of
Employee.


 


8.             Notices.  Any notice required or permitted under this
Agreement shall be personally delivered or sent by recognized overnight courier
or by certified mail, return receipt requested, postage prepaid, and shall be effective when received (if personally delivered or
sent by recognized overnight courier) or on the third day after mailing (if
sent by certified mail, return receipt requested, postage prepaid) to Employee
at the address indicated on the signature page of this Agreement and to
the Company at the following address:


 


ante4, Inc.


Attn:       Chief Executive Officer


5700 Wilshire Boulevard, Suite 625


Los Angeles, California
90036


 


Either party may designate a different
person to whom notices should be sent at any time by notifying the other party
in writing in accordance with this Agreement.


 


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9.             Survival of Certain Provisions.  Those provisions of this
Agreement which by their terms extend beyond the termination or non-renewal of
this Agreement (including all representations, warranties, and covenants of the
parties) shall remain in full force and effect and survive such termination or
non-renewal.


 


10.          Severability.  Each provision of this Agreement shall be considered
severable such that if any one provision or clause conflicts with existing or
future applicable law, or may not be given full effect because of such law,
this shall not affect any other provision which can be given effect without the
conflicting provision or clause.


 


11.          Entire Agreement.  Other than that certain Restricted Stock
Award Agreement and Warrant, each of even date herewith, this Agreement, the
exhibits and any addendum hereto contain the entire agreement and understanding
between the parties, and supersede all prior agreements and understandings
relating to the subject matter hereof. There are no understandings, conditions,
representations or warranties of any kind between the parties except as
expressly set forth herein.  This
Agreement supersedes and terminates any and all prior employment agreements
between the Company and Employee.  Employee hereby
waives any and all rights set forth in the Original Agreement.  Employee agrees and acknowledges that the
Merger was not a “change in control” for purposes of the vesting of Plains
Energy Shares, Plains Energy Warrant, or Plains Energy Warrant Shares issued in
the Original Agreement.


 


12.          Assignability.  Employee may not assign this Agreement to any
third party for whatever purpose without the express written consent of the
Company.  The Company may not assign this
Agreement to any third party without the express written consent of Employee
except by operation of law, or through merger, liquidation, recapitalization or
sale of all or substantially all of the assets of the Company, provided that
the Company may assign this Agreement at any time to an affiliate of the
Company.  The
provisions of this Agreement shall inure to the benefit of and be binding upon
the parties and their respective representatives, successors, and assigns.


 


13.          Headings.  The headings of the paragraphs and sections
of this Agreement are inserted solely for the convenience of reference.  They shall in no way define, limit, extend,
or aid in the construction of the scope, extent, or intent of this Agreement.


 


14.          Waiver.  The failure of a party to enforce the
provisions of this Agreement shall not be construed as a waiver of any
provision or the right of such party thereafter to enforce each and every
provision of this Agreement.


 


15.          Amendments.  No amendments of this
Agreement shall be binding upon the Company or Employee unless made in writing,
signed by the parties hereto, and delivered to the parties at the addresses
provided herein.


 


16.          Governing Law.  This Agreement shall be governed by and
construed under the internal laws of the State of Minnesota, without regard to
the principles of comity and/or the applicable conflicts of laws of any state
that would result in the application of any laws other than the State of Minnesota.


 


17.          Jurisdiction.  This Agreement, including the documents,
instruments and agreements to be executed and/or delivered by the parties
pursuant hereto, shall be construed, 


 


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governed
by and enforced in accordance with the internal laws of the State of Minnesota,
without giving effect to the principles of comity or conflicts of laws
thereof.  Employee and the Company agree
and consent that any legal action, suit or proceeding seeking to enforce any
provision of this Agreement shall be instituted and adjudicated solely and
exclusively in any court of general jurisdiction in Minnesota, or in the United
States District Court having jurisdiction in Minnesota and Employee and the
Company agree that venue will be proper in such courts and waive any objection
which they may have now or hereafter to the venue of any such suit, action or
proceeding in such courts, and each hereby irrevocably consents and agrees to
the jurisdiction of said courts in any such suit, action or proceeding.  Employee and the Company further agree to
accept and acknowledge service of any and all process which may be served in
any such suit, action or proceeding in said courts, and also agree that service
of process or notice upon them shall be deemed in every respect effective
service of process or notice upon them, in any suit, action, proceeding, if
given or made (i) according to applicable law, (ii) by a person over
the age of eighteen (18) who personally served such notice or service of
process on Employee or the Company, as the case may be, or (iii) by
certified mail, return receipt requested, mailed to employee or the Company, as
the case may be, at their respective addresses set forth in this Agreement.


 


18.          Counterparts and
Electronic Signatures.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same Agreement.


 


[SIGNATURE PAGE FOLLOWS]


 


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IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first set forth above.


 


 


	
   

  	
  ANTE4, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  Steven
  Lipscomb

  
	
   

  	
  Its:
   

  	
  President,
  Chief Executive Officer, and Secretary 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PLAINS ENERGY INVESTMENTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Its

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  James
  Russell Reger

  
	
   

  	
  725
  Highland Park Drive

  
	
   

  	
  Billings,
  Montana 59102

  
	
   

  	
  SS# ###-##-####

  



 


[Signature Page to
Reger Amended and Restated Employment Agreement]


 


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