ruganseparationagreement






  {00028958.DOCX:4 } 1    EXECUTION VERSION  SEPARATION AGREEMENT AND GENERAL RELEASE   This SEPARATION AGREEMENT AND GENERAL RELEASE, dated as of September  1, 2021 (this “Agreement”), is entered into by and between Riley Exploration Permian, Inc., a  Delaware corporation (the “Company”), and Michael J. Rugen (“Employee”). The Company and  Employee are each referred to herein individually as a “Party” and collectively as the “Parties.”    WHEREAS, Employee was employed by the Company and, as of the Separation Date (as  defined below), Employee was no longer employed by the Company, as Employee voluntarily  resigned all positions with the Company without Good Reason as defined in the Parties’ February  26, 2021 (the “Employment Agreement”);   WHEREAS, the Parties wish for Employee to receive certain separation benefits and  treatment of Time-Based Restricted Stock (defined below), which are conditioned upon  Employee’s entry into, and non-revocation of, this Agreement in the time provided to do so and  Employee’s compliance with the terms of this Agreement; and   WHEREAS, the Parties wish to resolve any and all claims that Employee has or may have  against the Company or any of the other Company Parties (as defined below), including any claims  that Employee may have arising out of Employee’s employment or the end of such employment.   NOW, THEREFORE, in consideration of the promises set forth herein, and for other good  and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the  Parties, the Parties agree as follows:     1.     Resignation and Separation.   The Parties acknowledge and agree that, effective as of  September 1, 2021 (the “Separation Date”), Employee has irrevocably resigned without  Good Reason (as defined in the Employment Agreement) from: (i) all positions as an  officer of the Company and any of its subsidiaries and affiliates, (ii) the Board of Directors  of the Company and any of its subsidiaries and affiliates, and (iii) from the Board of  Directors (or similar governing body) of any corporation, limited liability entity, unlimited  liability entity, or other entity in which the Company or any of its subsidiaries or affiliates  holds an equity interest and with respect to which Board of Directors (or similar governing  body) Employee serves as the Company or such Company affiliate’s designee or other  representative immediately prior to the Separation Date. Regardless of whether Employee  signs this Agreement, Employee’s employment with the Company ceased as of Separation  Date.  Employee shall receive all wages earned through the Separation Date to which he is  entitled pursuant to the terms of the Employment Agreement.  This Agreement shall be  effective on the date immediately following the expiration of the Release Revocation  Period (as defined below), provided that Employee does not exercise his revocation right  pursuant to Section 16 (“Effective Date”).    2.     Separation Benefits.    Provided that Employee (i) signs this Agreement and returns it to  the Company in accordance with Section 19 below no later than 11:59 p.m. Central Time  on September 22, 2021; (ii) does not exercise Employee’s revocation right pursuant to  Section 16; and (iii) abides by each of Employee’s commitments set forth herein, then the  





 






  {00028958.DOCX:4 } 2    Employee will receive the following payments, each of which is subject to all applicable  withholdings in accordance with Section 14 below:  a. Separation Payment.  A lump sum cash payment of One Hundred Thirty Seven Thousand Five Hundred Dollars ($137,500.00) within 30 days from the Separation  Date.    b. Accrued Vacation.  Employee shall also be paid Fifteen Thousand Nine Hundred  Eighty-Four and 19/100 Dollars ($15,984.19) for his accrued, unused vacation  through the Separation Date, which is equal to fifteen (15) days.     c. COBRA Benefit.  During the portion, if any, of the period beginning on the  Separation Date and ending six (6) months thereafter (the “COBRA Benefit  Period”) that Employee elects to continue coverage for Employee and Employee’s  spouse and eligible dependents, if any, under the Company’s group health plans  pursuant to Consolidated Omnibus Budget Reconciliation Act of 1985, as amended  (“COBRA”), the Company shall pay the premium for such coverage to the  administrator for COBRA on a monthly basis (the “COBRA Benefit”). Employee  shall be eligible for such COBRA Benefit until the earliest of: (x) the last day of  the COBRA Benefit Period; (y) the date Employee is no longer eligible to receive  COBRA continuation coverage; and (z) the date on which Employee becomes  eligible to receive coverage under a group health plan sponsored by another  employer (and any such eligibility shall be promptly reported to the Company by  Employee); provided, however, that the election of COBRA continuation coverage  shall remain Employee’s sole responsibility.  Employee’s health and other medical  insurance coverage will cease at midnight on the last day of the month containing  the Separation Date.    d. Stock Award.  The Company shall accelerate the vesting of certain unvested Time- Based  Restricted Stock (defined below), as described further in Section 3(b) and  the Company will pay to Employee the associated Retained Distributions (as  defined in the Award Agreement) in the amount of Six Thousand Forty-One Dollars  ($6,041.00)    e. Indemnification and Insurance.  In the event that Employee is made a party or  threatened to be made a party to any action, suit, or proceeding, whether civil,  criminal, administrative, or investigative (a “Proceeding”), by reason of the fact  that he was a director or officer of the Company, or any affiliate of the Company,  or was serving at the request of the Company as a director, officer, member,  employee, or agent of another corporation or a partnership, joint venture, trust, or  other enterprise, Employee will be indemnified and held harmless by the Company  to the maximum extent permitted under applicable law and the Company’s bylaws  from and against any liabilities, costs, claims, and expenses, including all costs and  expenses incurred in defense of any Proceeding (including attorneys’ fees).  The  indemnification rights in the preceding sentence shall not apply to any Proceeding  Employee may bring against the Company or any other member of the Company  





 






  {00028958.DOCX:4 } 3    Parties (as defined below) or any Proceeding they may bring against him.  For a  period of six (6) years after the Separation Date, the Company or any successor to  the Company shall purchase and maintain, at its own expense, directors’ and  officers’ liability insurance providing coverage to Employee on terms that are no  less favorable than the coverage provided to other directors and similarly situated  executives of the Company or any successor.  Notwithstanding any other provision  of this Agreement, (i) the Employee’s execution of this Agreement is not a  concession or guaranty that he has any such right or claim to indemnification or  insurance coverage, (ii) this Agreement does not create any additional rights to  indemnification or insurance coverage other than as expressly provided for above,  and (iii) the Company and the other members of the Company Parties retain any  and all defenses they may have to such indemnification or coverage.     3.   Stock Award.        a.     Employee and the Company entered into that certain Restricted Stock Award  Agreement dated April 1, 2021 (the “Award Agreement”), pursuant to which  Employee was granted 10,788 shares of Restricted Stock, as defined in, and  pursuant to the terms of, the Award Agreement and the Company’s 2021 Long  Term Incentive Plan (as may be amended and restated from time to time) (the  “LTIP”). Such Restricted Stock awarded to Employee was granted pursuant to  time-based vesting requirements and is referred to as the “Time-Based Restricted  Stock.”    b.     Provided that Employee satisfies the terms set forth in Section 2(i)-(iii) then, as of  the Effective Date: (i) all shares of Time-Based Restricted Stock that were unvested  as of the time immediately prior to the Separation Date shall become vested; and  (ii) the Company shall pay to Employee the Retained Distributions set forth in  Section 2(d) above.    c.     In entering into this Agreement, Employee expressly acknowledges and agrees that  he has not assigned, transferred, alienated, encumbered, or hypothecated, sold,  delivered, mortgaged, pledged or granted options or rights to purchase any of the  Time-Based Restricted Stock.    4.     Satisfaction of All Payment Amounts; Prior Rights and Obligations.    Except as set  forth in this Agreement, Employee acknowledges that he has received all wages, bonuses  and other compensation, been provided all benefits and been afforded all rights and been  paid all sums that Employee is owed or has been owed or could ever be owed by the  Company or any other Company Party, including all payments arising out of the  Employment Agreement, all incentive plans (including the LTIP),  and any other bonus  arrangements or any other agreement between Employee and any Company Party.  For the  avoidance of doubt, Employee acknowledges and agrees that, except to the extent expressly  provided for under the terms of this Agreement, Employee is not eligible to receive any  other severance or severance benefits, and Employee is not entitled to receive any portion  





 






  {00028958.DOCX:4 } 4    of any further or future bonus or incentive award (pursuant to the Employment Agreement,  the LTIP or otherwise).   5.   Release of Claims.    a.     For good and valuable consideration, including the Company’s agreement to  provide the consideration set forth in Sections  2 and 3(b) (and any portions  thereof), Employee hereby forever releases, discharges and acquits the  Company, each of its present and former subsidiaries and other affiliates, and each  of the foregoing entities’ respective past, present and future subsidiaries, affiliates,  stockholders, members, partners, directors, officers, managers, employees, agents,  attorneys, heirs, predecessors, successors and representatives in their personal and  representative capacities, as well as all employee benefit plans maintained by the  Company or any of its subsidiaries or other affiliates and all fiduciaries and  administrators of any such plans, in their personal and representative capacities  (collectively, the “Company Parties”), from liability for, and Employee hereby  waives, any and all claims, damages, or causes of action of any kind related to  Employee’s employment with any Company Party, the termination of such  employment, and any other acts or omissions related to any matter on or prior to  the time that Employee executes this Agreement, whether arising under federal or  state laws or the laws of any other jurisdiction, including (i) any alleged violation  through such date of: (A) any federal, state or local anti-discrimination or anti- retaliation law, including the Age Discrimination in Employment Act of 1967  (including as amended  by the Older Workers Benefit Protection Act), Title VII of  the Civil Rights Act of 1964, the Civil Rights Act of 1991, Sections 1981 through  1988 of Title 42 of the United States Code, and the Americans with Disabilities Act  of 1990; (B) the Employee Retirement Income Security Act of 1974 (“ERISA”);  (C) the Immigration Reform Control Act; (D) the National Labor Relations Act;  (E) the Occupational Safety and Health Act; (F) the Family and Medical Leave Act  of 1993; (G) any federal, state or local wage and hour law; (H) any other local, state  or federal law, regulation, ordinance or orders which may have afforded any legal  or equitable causes of action of any nature; or (I) any public policy, contract, tort,  or common law claim or claim for defamation, emotional distress, fraud or  misrepresentation of any kind; (ii) any allegation for costs, fees, or other expenses  including attorneys’ fees incurred in, or with respect to, a Released Claim; (iii) any and all rights, benefits, or claims Employee may have under any employment  contract, incentive or compensation plan or agreement or under any other benefit  plan, program or practice, including the LTIP; and (iv) any claim for compensation,  damages or benefits of any kind not expressly set forth in this Agreement  (collectively, the “Released Claims”).  This Agreement is not intended to indicate  that any such claims exist or that, if they do exist, they are meritorious.  Rather,  Employee is simply agreeing that, in exchange for any consideration received by  Employee pursuant to Section 2 or 3(b), any and all potential claims of this nature  that Employee may have against any of the Company Parties, regardless of whether  they actually exist, are expressly settled, compromised and waived.  THIS  RELEASE INCLUDES MATTERS ATTRIBUTABLE TO THE SOLE OR  PARTIAL NEGLIGENCE (WHETHER GROSS OR SIMPLE) OR OTHER  





 






  {00028958.DOCX:4 } 5    FAULT, INCLUDING STRICT LIABILITY, OF ANY OF THE COMPANY  PARTIES.    b.     Protected Disclosures/Actions. Despite any of the obligations stated in this  Agreement (including Released Claims), Employee acknowledges and agrees that  neither this Agreement nor any other agreement or policy of the Company Parties shall prevent Employee from participating in the Protected Disclosures/Actions (as  defined below), including providing information to or filing a report, charge or  complaint, including a challenge to the validity of this Agreement, with the Equal  Employment Opportunity Commission (“EEOC”), Department of Labor (“DOL”),  National Labor Relations Board (“NLRB”), Securities and Exchange Commission  (“SEC”) or any other governmental agency (each a “Governmental Agency”),  from participating in any investigation or proceeding conducted by any  governmental agency, or from any other protected whistleblower disclosure or  action (collectively “Protected Disclosures/Actions”). Employee understands that  this Agreement does not impose any condition precedent (such as prior notice to  the Company or Company Parties), any penalty, or any other restriction or  limitation adversely affecting Employee’s rights regarding any governmental  agency disclosure, report, claim or investigation. Employee further understands that  he may disclose his wages, hours, or other terms and conditions of employment in  the exercise of any rights provided by the National Labor Relations Act. Employee  acknowledges and agrees that he has waived in this Agreement any right to recover  any monetary relief or other personal remedies in any governmental agency or other  action brought against the Company and Company Parties by him or on his behalf;  however, Employee understands this Agreement does not limit his right to receive  an award for information provided under any SEC program.    6.     Representation About Claims.  Employee represents and warrants that, as of the date on  which Employee signs this Agreement, Employee has not filed any claims, complaints,  charges, or lawsuits against any of the Company Parties with any Governmental Agency  or with any state or federal court or arbitrator for or with respect to a matter, claim, or  incident that occurred or arose out of one or more occurrences that took place on or prior  to the time at which Employee signs this Agreement.  Employee further represents and  warrants that Employee has made no assignment, sale, delivery, transfer or conveyance of  any rights Employee has asserted or may have against any of the Company Parties with  respect to any Released Claim.    7.     Employee’s Acknowledgments.    By executing and delivering this Agreement, Employee  expressly acknowledges that:    a.     Employee has carefully read this Agreement and has had sufficient time to consider  it;    b.     Employee is receiving, pursuant to this Agreement, consideration in addition to  anything of value to which Employee is already entitled;  





 






  {00028958.DOCX:4 } 6      c.     Employee has been advised, and hereby is advised in writing, to discuss this  Agreement with an attorney of Employee’s choice and Employee has had an  adequate opportunity to do so prior to executing this Agreement;    d.     Employee fully understands the final and binding effect of this Agreement; the only  promises made to Employee to sign this Agreement are those contained herein;  Employee is signing this Agreement knowingly, voluntarily and of Employee’s  own free will, and Employee understands and agrees to each of the terms of this  Agreement;    e.     The only matters relied upon by Employee and causing Employee to sign this  Agreement are the provisions set forth in writing within the four corners of this  Agreement; and    f.     No Company Party has provided any tax or legal advice regarding this Agreement  and Employee has had an adequate opportunity to receive sufficient tax and legal  advice from advisors of Employee’s own choosing such that Employee enters into  this Agreement with full understanding of the tax and legal implications thereof.   8.   Covenants.      a.     Employment Agreement Covenants.  Employee acknowledges that he made  certain commitments, and agreed to certain covenants (the “Covenants”), with  respect to confidentiality and the non-disclosure of confidential information, non- competition, non-solicitation, inventions, and cooperation as set forth in Sections  11-13 and 30 of the Employment Agreement.  Notwithstanding the prior  termination of the Employment Agreement, and as a condition of the Company’s  willingness to enter into this Agreement, Employee agrees and commits to abide  by the provisions in Sections 11-13 and 30 of the Employment Agreement and  recognizes the effectiveness and enforceability of such provisions.  The foregoing  notwithstanding, the Parties hereby agree that the “Restricted Period” applicable to  his obligations under Section 12 of the Employment Agreement shall be reduced to  a period of six (6) months following the Separation Date. For avoidance of doubt,  Employee agrees that the Covenants’ provisions with respect to confidentiality, non-disclosure, inventions, and cooperation will remain effective indefinitely.    b.     Exceptions.  Notwithstanding the foregoing, nothing in this Agreement shall  prohibit or restrict Employee from lawfully (a) initiating communications directly  with, cooperating with, providing information to, causing information to be  provided to, or otherwise assisting in an investigation by, any Governmental  Agency or authority (including the SEC) regarding a possible violation of any law;  (b) responding to any inquiry or legal process directed to Employee from any Governmental Agency or authority; (c) testifying, participating or otherwise  assisting in an action or proceeding by any  Governmental Agency or authority  relating to a possible violation of law or (d) making any other disclosures that are  protected under the whistleblower provisions of any applicable law. Additionally,  pursuant to the federal Defend Trade Secrets Act of 2016, Employee shall not be  





 






  {00028958.DOCX:4 } 7    held criminally or civilly liable under any federal or state trade secret law for the  disclosure of a trade secret that: (i) is made (A) in confidence to a federal, state or  local government official, either directly or indirectly, or to an attorney and (B)  solely for the purpose of reporting or investigating a suspected violation of law; (ii)  is made to Employee’s attorney in relation to a lawsuit for retaliation against  Employee for reporting a suspected violation of law; or (iii) is made in a complaint  or other document filed in a lawsuit or other proceeding, if such filing is made under  seal. Nothing in this Agreement requires Employee to obtain prior authorization  from the Company before engaging in any conduct described in this Section 8(b),  or to notify the Company.    c.     Trading Restrictions. For a period of six (6) months after the Effective Date,  Employee agrees he will not sell shares of the Company’s common stock or enter  into any transaction involving Company securities to the extent such sale of shares  or other transaction either (a) may reasonably be expected to require the filing of a  report with the Commission pursuant to Section 16(a) of the Securities Exchange  Act of 1934, as amended (the “Exchange Act”), or (b) would give rise to short- swing profit liability under Section 16(b) of the Exchange Act.  Further, Employee  agrees not to directly or indirectly buy or sell the Company’s stock or other  securities as long as he possesses “material nonpublic information” as that term is  defined by interpretations of the Exchange Act and the rules and regulations  thereunder. Without limiting the generality of the foregoing, Employee agrees to  comply with all restrictions and prohibitions on trading in Company securities  applicable to designated employees (whether or not Employee is employed by the  Company at such time) under the Company’s Policy Prohibiting Insider Trading  and Unauthorized Disclosure of Information by certain Designated Persons (a copy  of which was provided to Employee and posted on the Company website) for and  during the blackout period ending on the close of the second full trading day  following the date of the public release of the Company’s operating results for the  quarter and fiscal year ended September 30, 2021.      9.     Applicable Law.    This Agreement is entered into under, and shall be governed for all  purposes by, the laws of the State of Oklahoma without reference to the principles of  conflicts of law thereof;  provided, however, that Section 3 of this Agreement shall be  governed by the laws of the State of Delaware without regard to the conflict of law  provision thereof.    10.     Counterparts.    This Agreement may be executed in one or more counterparts (including  electronic counterparts), each of which shall be deemed to be an original, but all of which  together will constitute one and the same Agreement.    11.     Amendment; Entire Agreement.  Subject to Section 13, this Agreement may not be  changed orally but only by an agreement in writing agreed to and signed by the Party to be  charged.  This Agreement, the Award Agreement, and the LTIP, along with any  confidentiality and non-disclosure agreements (including the Covenants), constitute the  entire agreement of the Parties with regard to the subject matters hereof and supersede all  





 






  {00028958.DOCX:4 } 8    prior and contemporaneous agreements and understandings, oral or written, between  Employee and any Company Party with regard to the subject matters hereof.        12.     Third-Party Beneficiaries.  Employee expressly acknowledges and agrees that each  Company Party that is not a signatory to this Agreement shall be a third-party beneficiary  of Employee’s releases, representations, and covenants herein and shall be entitled to  enforce such releases, representations, and covenants as if a party hereto.    13.     Severability and Modification.  Any term or provision of this Agreement (or part thereof)  that renders such term or provision (or part thereof) or any other term or provision (or part  thereof) of this Agreement invalid or unenforceable in any respect shall be severable and  shall be modified or severed to the extent necessary to avoid rendering such term or  provision (or part thereof) invalid or unenforceable, and such severance or modification  shall be accomplished in the manner that most nearly preserves the benefit of the Parties’  bargain hereunder.    14.     Withholding of Taxes and Other Deductions.    The Company may withhold from any  payments (cash, stock or any other wages or compensation) made pursuant to this  Agreement all federal, state, local, and other taxes and withholdings as may be required by  any law or governmental regulation or ruling (including without limitation, state and  federal income tax, Social Security and Medicare taxes).    15.     Return of Property.  Employee represents that Employee has returned to the Company  all documents, files (including electronically stored information), and other materials  constituting or reflecting confidential or proprietary information of the Company or any  other Company Party, and any other property belonging to the Company or any other Company Party, including all company vehicles, computers, mobile devices, computer  files, electronically stored information and other materials, and Employee further  represents and warrants that Employee has not maintained a copy of any such materials in  any form.    16.     Revocation Right.  Employee understands that he may revoke this Agreement at any time  within seven (7) days after he signs and delivers it to the Company, not counting the day  upon which it is signed and delivered (the “Release Revocation Period”). This Agreement  will not become effective or enforceable unless and until the seven (7) day revocation  period has expired without his revoking it.  To be effective, such revocation must be in  writing signed by Employee and must be received by the Company in accordance with  Section 19 below before 11:59 p.m. Central Time, on the last day of the Release Revocation  Period.  If an effective revocation is delivered in the foregoing manner and timeframe, then  no consideration shall be provided to Employee pursuant to Section 2 and 3(b) and the  release of claims set forth in Section 5 shall be of no force or effect and the remainder of  this Agreement shall be in full force and effect.    17.     Section 409A.  Neither this Agreement nor any payment provided hereunder are intended  to constitute “deferred compensation” subject to the requirements of Section 409A of the  Internal Revenue Code of 1986, as amended, and the applicable Treasury regulations and  administrative guidance issued thereunder (collectively, “Section 409A”), and this  





 






  {00028958.DOCX:4 } 9    Agreement shall be construed and administered in accordance with such intent.  For  purposes of Section 409A, each installment payment provided under this Agreement shall  be treated as a separate payment. Notwithstanding the foregoing, the Company makes no  representations that the payments provided under this Agreement comply with or are  exempt from the requirements of Section 409A and in no event shall the Company or any  other Company Party be liable for all or any portion of any taxes, penalties, interest or other  expenses that may be incurred by Employee on account of non-compliance with Section  409A.    18.     Interpretation.    Titles and headings to sections hereof are for the purpose of reference  only and shall in no way limit, define or otherwise affect the provisions hereof.  All  references herein to a statute, agreement, instrument or other document shall be deemed to  refer to such statute, agreement, instrument or other document as amended, supplemented,  modified and restated from time to time.  The word “or” as used herein is not exclusive  and is deemed to have the meaning “and/or.”  The words “herein”, “hereof”, “hereunder”  and other compounds of the word “here” shall refer to the entire Agreement and not to any  particular provision hereof.  The use herein of the word “including” following any general  statement, term or matter shall not be construed to limit such statement, term or matter to  the specific items or matters set forth immediately following such word or to similar items  or matters, whether or not non-limiting language (such as “without limitation”, “but not  limited to”, or words of similar import) is used with reference thereto, but rather shall be  deemed to refer to all other items or matters that could reasonably fall within the broadest  possible scope of such general statement, term or matter.  Neither this Agreement nor any  uncertainty or ambiguity herein shall be construed or resolved against any Party hereto,  whether under any rule of construction or otherwise.  On the contrary, this Agreement has  been reviewed by each of the Parties hereto and shall be construed and interpreted  according to the ordinary meaning of the words used so as to fairly accomplish the purposes  and intentions of the Parties.  19. Notices. Any notices regarding acceptance, rejection, revocation, breach, or any other  matters arising under this Separation Agreement shall be sent by certified mail, overnight  courier, or another method of delivery which provides a receipt of delivery and shall be  addressed as provided below. Any change of contact information listed below shall be  promptly reported to the other party at the address below. Notices to Michael J. Rugen  should be addressed to his/her home address on file with the Company. Notices to the  Company should be addressed to Riley Exploration Permian, Inc., Attention: Bobby D.  Riley, 29 East Reno Avenue, Oklahoma City, OK 73104.  20. Non-disparagement. Excluding the Protected Disclosures/Actions, Employee agrees to  not disparage, criticize, condemn or impugn the business or personal reputation or  character of the Company or any of the Company Parties and to not publish or make in any  manner any oral, electronic or written statements about the Company or any of the  Company Parties to any third party that are negative, untrue, malicious, obscene,  threatening, harassing, intimidating or discriminatory or which are designed to harm any  of the foregoing.  





 






  {00028958.DOCX:4 } 10    21. Cooperation; Further Assurances.  Employee agrees to fully cooperate with the  Company and its attorneys, and to provide truthful information and/or testimony regarding  any current or future litigation or investigations arising from actions or events occurring  during Employee’s employment with the Company.  Employee also agrees to notify the  Company if he is contacted by any person or representative of any person (except for  governmental representatives) seeking information about the Company.  Employee further  agrees that he shall do and perform (or shall cause to be done and performed) all such  further acts and shall execute and deliver all such other agreements, certificates,  instruments and documents as the Company may reasonably request in order to carry out  the intent and accomplish the purposes of this Agreement and the consummation of the  transactions contemplated thereunder.  22. Period to Consider this Agreement. Employee understand that he has twenty-one (21)  days from the date he receives this Agreement or the Separation Date, whichever is later  and not counting the day he receives this Agreement or the Separation Date (as applicable),  to consider whether he wishes to sign this Agreement. Employee understand that he may  not sign this Agreement prior to his Separation Date. If Employee signs this Agreement  before the end of the 21-day period, it will be his voluntary decision to do so because he  has decided that he does not need any additional time to decide whether to sign this  Agreement. Employee agrees that any changes made to this Agreement before he signs it,  whether material or immaterial, will not restart the 21-day period.    [SIGNATURE PAGE FOLLOWS]                   





 






  {00028958.DOCX:4 } 11    IN WITNESS WHEREOF, the Parties have executed this Separation Agreement and General  Release as of the Separation Date.                   THE COMPANY    Riley Exploration Permian, Inc.            /s/ Bobby D. Riley          Bobby D. Riley        Chief Executive Officer      EMPLOYEE      /s/ Michael J. Rugen    Michael J. Rugen