EX-10.4






Exhibit 10.4




COMPENSATION AGREEMENT




This Compensation Agreement, dated as of August 16, 2005, is entered into between Belden &
Blake Corporation (the “Company”) and James A. Winne III (“Executive”).



WHEREAS, Executive has acted as the Chairman of the Board of Directors and Chief
Executive Officer of the Company since December 16, 2004; and



WHEREAS, the Company desires to enter into this Compensation Agreement with Executive in order
to provide him with compensation for services rendered and for future services;



NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the Company and Executive hereby agree as follows:




	 	1.	 	Management Shares





(a) Immediately prior to the consummation of the transactions contemplated by the Partnership
Interests Purchase Agreement made and entered into as of July 5, 2005 by and among Capital C
Energy, LP, Capital C Energy Partners, L.P. EnerVest Energy Institutional Fund X-A, L.P., EnerVest
Energy Institutional Fund X-WI, L.P. and EnerVest Energy Institutional Fund X-B, L.P., (as amended,
the “Purchase Agreement”), the Company will issue to Executive [17.1037] shares of its common
stock, each with no par value, the “Management Shares.” The 1500 shares owned by Capital C Energy
Operations, LP (the “Shareholder”) prior to such issuance will be referred to as the “Unrestricted
Shares.” The transaction contemplated by the Purchase Agreement will be referred to as the
“Transaction.”



(b) Simultaneous “drag-along” and “tag-along” rights will automatically be deemed to be
exercised in favor of both the Shareholder and Executive, respectively, compelling the inclusion of
the Management Shares by Executive in the Transaction and Executive will have the right to receive
the same amount of consideration per share for the Management Shares as the Shareholder or Partners
will receive for the direct or indirect sale of the Unrestricted Shares (after taking into account
the dilutive effect of the issuance of the Management Shares and less Management’s share of
Transaction Expenses as described in the Purchase Agreement).



(c) Executive agrees that the Management Shares will not be issued if he has not signed the
Ratification Agreement in the form attached as Exhibit A. Furthermore, if Executive does not
perform his obligations under the Ratification Agreement, the Shareholder and its partners will be
entitled to consummate the Transaction without inclusion of the Management Shares, and such
Management Shares will be deemed to be automatically forfeited without consideration paid to
Executive.



(d) The Management Shares will be deemed automatically forfeited without consideration paid to
Executive if (i) the Transaction is not consummated or (ii) Executive resigns other than due to
death or disability prior to the consummation of the Transaction and such resignation is not made
at the request of the Company.



(e) Executive hereby designates, makes, constitutes and appoints the Shareholder as its proxy
and attorney-in-fact to vote all or any of the Management Shares at all annual and special meetings
of shareholders of the Company and to sign any unanimous written resolutions of the shareholders of
the Company with the same force and effect as Executive might or could do and Executive hereby
ratifies and confirms all that the Shareholder shall do or cause to be done by virtue hereof. This
designation is coupled with an interest and is irrevocable and shall remain irrevocable as long as
the Management Shares are owned by Executive.



(f) Executive may not assign, transfer, mortgage, pledge or otherwise encumber the Management
Shares without the prior written consent of the Company and the Shareholder, except (i) to the
extent of any assignment or transfer under Executive’s will or under the laws of intestacy or (ii)
upon and in connection with the closing of the Transaction as contemplated by the Ratification
Agreement.



(g) A certificate evidencing the Management Shares will be delivered by the Company to
Riverstone Holdings LLC for safekeeping until either the certificate must be delivered in
accordance with the closing of the applicable Transaction or the Management Shares are forfeited in
accordance with the terms of this Compensation Agreement.



(h) At the closing of the Transaction, Executive will reimburse the Company for the amount of
any taxes required to be withheld by the Company in connection with the sale of the Management
Shares.



(i) The Company represents and warrants to Executive that, upon issuance of the Management
Shares to Executive, (i) the Management Shares will be transferred to Executive free and clear of
all Encumbrances (as defined below), (ii) none of the Management Shares issued to Executive will be
subject to any restriction with respect to its transferability (other than as described herein),
and (iii) there will be no outstanding or authorized options, warrants, subscriptions, calls, puts,
preemptive rights, subscription rights, “phantom” stock, rights of first refusal, conversion or
other rights, contracts, agreements, commitments or understandings of any kind respecting the
Management Shares.



2. Severance. In the event that Executive’s employment is terminated by the Company
(or Executive resigns at the request of the Company) in connection with the consummation of the
Transaction, Executive will promptly be paid $250,000.00, less applicable withholding taxes.
Executive agrees that at the time of his resignation or termination, Executive will execute a
Separation Agreement and Release substantially in the form of Exhibit B hereto.




	 	3.	 	Executive’s Representations





(a) The Executive is an accredited investor as defined in Rule 501(a) of Regulation D, as
amended, under the Securities Act of 1933.



(b) The Management Shares to be received by the Executive hereunder will be acquired for the
Executive’s own account, not as nominee or agent, and not with a view to the resale or distribution
of any part thereof, and the Executive has no present intention of selling, granting any
participation in, or otherwise distributing the same other than as contemplated by the Transaction.



(c) The Executive acknowledges that he can bear the economic risk and complete loss of its
investment in the Management Shares and has such knowledge and experience in financial or business
matters that he is capable of evaluating the merits and risks of the investment contemplated
hereby.



(d) The Executive has had an opportunity to receive documents related to the Company and to
ask questions of and receive answers from the Company regarding the Company, its business and the
terms and conditions of the issuance of the Management Shares.



4. Entire Agreement; Amendment. This Compensation Agreement and the Ratification
Agreement constitute the entire agreement and understanding between the parties relating to the
subject matter hereof and supersede all prior representations, endorsements, premises, agreements,
memoranda communications, negotiations, discussions, understandings and arrangements, whether oral,
written or inferred, between the parties relating to the subject matter hereof. This Compensation
Agreement (or any provision hereof) may not be modified, amended, rescinded, canceled, altered or
supplemented, in whole or in part, except upon the execution and delivery of a written instrument
executed by the parties hereto.



5. Governing Law. This Agreement shall be governed by, construed and interpreted in
accordance with the internal laws of the State of New York, without regard to choice of law rules.



6. Waiver. The waiver of any breach of any term or condition of this Agreement shall
not be deemed to constitute the waiver of any other breach of the same or any other term or
condition.



7. Severability. Any provision hereof that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.



8. Third Party Beneficiaries. The Shareholder shall be a third party beneficiary to
this Compensation Agreement entitled to enforce its rights hereunder as if it were a party hereto.
Nothing in this Agreement shall entitle any other person other than the Company, Executive and the
Shareholder to any claims, remedy or right of any kind.



9. Counterparts. This Compensation Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.



1




IN WITNESS WHEREOF, the parties have entered into this Compensation Agreement as of the
date first listed above.




BELDEN & BLAKE CORPORATION




By: /s/ Michael Becci

Name: Michael Becci

Title: President and Chief Operating Officer





JAMES A. WINNE III




/s/ James A. Winne III



2



EXHIBIT A




[The Agreement to which this Compensation Agreement is attached.]





3






EXHIBIT B




SEPARATION AGREEMENT AND RELEASE




1. Severance Benefit. I,      , understand that my employment with      
(“Company”) ends effective      , 200     . In return for the consideration of      minus
lawful withholdings (the “Payment”), I am entering into this Separation Agreement and Release
(“Release”). I understand and agree that the Payment is in addition to anything of value to which
I am already entitled.



2. Global Release. I,      , on behalf of myself, my heirs, executors, successors and
assigns, irrevocably and unconditionally release, waive, and forever discharge the Company and all
of its parents, divisions, subsidiaries, affiliates, and related companies, and their present and
former agents, employees, officers, directors, attorneys, stockholders, plan fiduciaries,
successors and assigns (collectively, the “Releasees”), from any and all claims, demands, actions,
causes of action, costs, attorney fees, and all liability whatsoever, whether known or unknown,
fixed or contingent, which I have, had, or may have against Releasees relating to or arising out of
my employment or separation from employment with the Company, up to and including the date of
execution of this Release. This Release includes, without limitation, law or equity claims,
contract (express or implied) or tort claims, claims arising under any federal, state, or local
laws of any jurisdiction that prohibit age, sex, race, national origin, color, disability,
religion, veteran, military status, sexual orientation, or any other form of discrimination,
harassment, or retaliation (including, without limitation, the Age Discrimination in Employment
Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, Title VII of
the 1964 Civil Rights Act, the Civil Rights Act of 1991, 42 U.S.C. Section 1981, the Rehabilitation
Act, the Family and Medical Leave Act, the Sarbanes-Oxley Act, the Employee Polygraph Protection
Act, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Texas Commission on
Human Rights Act, or any other federal, state, or local laws of any jurisdiction), claims arising
under the Employee Retirement Income Security Act, or any other statutory or common law claims
related to my employment with the Company, the continuation of my employment with the Company, or
the termination of my employment with the Company.



3. No Admission of Liability. I understand and agree that this Release shall not in any way
be construed as an admission by Releasees of any unlawful or wrongful acts whatsoever against me or
any other person. The Releasees specifically disclaim any liability to or wrongful acts against me
or any other person.



4. Confidentiality of Release and Company Information. I agree to keep this Release, its
terms, and the amount of the Payment in this Release completely confidential. I agree and
understand that I am prohibited from disclosing any terms of this Release to anyone, except that I
may disclose the terms of this Release and the amount of the Payment to my attorney or as otherwise
required by law. I also agree to continue to abide by the Company’s confidentiality policies and
any agreement regarding confidentiality that I have with the Company. Further, I acknowledge that,
during my Company employment, the Company provided me with information that is its confidential,
proprietary, or trade secret information (“Confidential Information”). I agree that I will not at
any time disclose to anyone, including, without limitation, any person, firm, corporation, or other
entity, or publish, or use for any purpose, any Confidential Information, except as the Company
directs and authorizes. I agree that I shall take all reasonable measures to protect the secrecy
of and avoid disclosure and unauthorized use of the Confidential Information and agree to
immediately notify the Company in the event of any unauthorized use or disclosure of the
Confidential Information.



5. Agreement to Return Company Property/Documents. I understand and agree that my last day of
active work in any Company office or on any Company owned or leased property will be      ,
200     . Accordingly, I agree that: (i) I will not take with me, copy, alter, destroy, or delete
any files, documents or other materials whether or not embodying or recording any Confidential
Information, including copies, without obtaining in advance the written consent of an authorized
Company representative; and (ii) I will promptly return to the Company all Confidential
Information, documents, files, records and tapes (written or electronically stored) that have been
in my possession or control regarding the Company, and I will not use or disclose such materials in
any way or in any format, including written information in any form, information stored by
electronic means, and any and all copies of these materials. I further agree that on      ,
200     , I will return to the Company immediately all Company property, including, without
limitation, keys, equipment, computer(s) and computer equipment, devices, Company cellular phones,
Company credit cards, data, lists, information, correspondence, notes, memos, reports, or other
writings prepared by the Company or myself on behalf of the Company.



6. Time to Consider Release. I acknowledge that I have been advised in writing by the Company
that I should consult an attorney before executing this Release, and I further acknowledge that I
have been given a period of twenty-one (21) calendar days within which to review and consider the
provisions of this Release. I understand that if I do not sign this Release before the twenty-one
(21) calendar day period expires, this Release offer will be withdrawn automatically.



7. Revocation Period. I understand and acknowledge that I have seven (7) calendar days
following the execution of this Release to revoke my acceptance of this Release. This Release will
not become effective or enforceable, and the Payment will not become payable, until after this
revocation period has expired without my revocation. If I do not revoke the Release within the
revocation period, the Company will send me the Payment within ten (10) days after the revocation
period’s expiration date.



8. No Re-employment. I agree that I relinquish any right to re-employment with the Company.
I further agree that I will not seek, apply for, accept, or otherwise pursue employment with the
Company. I acknowledge that if I re-apply for or seek employment with the Company, the Company’s
refusal to hire me based on this provision will provide a complete defense to any claims arising
from the attempt for employment.



9. No Disparagement. I agree not to disclose, communicate, or publish any disparaging or
negative information, writings, electronic communications, comments, opinions, facts, or remarks,
of any kind, about any of the Releasees.



10. Knowing and Voluntary Release. I understand it is my choice whether to enter into this
Release and that my decision to do so is voluntary and is made knowingly.



11. No Prior Representations or Inducements. I represent and acknowledge that in executing
this Release, I do not rely, and have not relied, on any communications, statements, promises,
inducements, or representation(s), oral or written, by any of the Releasees, except as expressly
contained in this Release.



12. Binding Release. I agree that this Release shall be binding on me and my heirs,
administrators, representatives, executors, successors and assigns, and shall inure to the benefit
of my heirs, administrators, representatives, executors, successors and assigns.



13. Choice of Law. This Release shall, in all respects, be interpreted, enforced, and
governed under the laws of the State of Texas. The Company and I agree that the language of this
Release shall, in all cases, be construed as a whole, according to its fair meaning, and not
strictly for, or against, any of the parties.



14. Severability. The Company and I agree that should a court declare or determine that any
provision of this Release is illegal or invalid, the validity of the remaining parts, terms or
provisions of this Release will not be affected and any illegal or invalid part, term, or
provision, will not be deemed to be a part of this Release.



15. Counterparts. The Company and I agree that this Release may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which together shall be deemed
one and the same instrument.



Please read carefully as this document includes a release of claims.




As evidenced by my signature below, I certify that I have read the above Release and agree to
its terms.



  




	 	 	 
	Employee Signature [Signature]

	 	Company Representative [Signature]
	 
	 	 
	
 
	 	 
	 
	 	 
	 

	 	 
	Employee Name [Printed Name]

	 	Company Representative [Printed Name]






  




Date Date




4