Exhibit 10(aa)**EMPLOYMENT AGREEMENT**     **THIS EMPLOYMENT AGREEMENT**(the “Agreement”) is made and entered into as of this 31st day ofJuly, 2007, to be effective as of the 2nd day of April, 2007, by and between EnergySouthMidstream, Inc., an Alabama corporation, and Ben J. Reese (the “Executive”).     **WHEREAS**, effective April 2, 2007, the Executive became the Company’s President and ChiefOperating Officer; and     **WHEREAS**, the Company and the Executive desire for the Executive’s employment with the Companyto be upon the terms and conditions hereinafter set forth.     **NOW, THEREFORE**, in consideration of the mutual covenants and agreements of the parties setforth in this Agreement, and other good and valuable consideration, the parties hereto, intendingto be legally bound, agree as follows:**Section 1****.****Employment; Term; Responsibilities; Standard of Care****.**     **1.1****Employment****.**The Company employs the Executive and the Executive enters into theemployment of the Company as the Company’s President and Chief Operating Officer upon and subjectto all of the terms and conditions set forth in this Agreement.     **1.2****Term****.**The Company employs the Executive for a term (the “Term”) of four (4)years, commencing on April 2, 2007 (the “Employment Commencement Date”), and ending on the first tooccur of (a) April 1, 2011, or (b) the date of termination of the Executive’s employment pursuantto Section 3 of this Agreement. The Company and the Executive may extend the Term by mutualagreement in writing, or the Term shall be extended on a month-to-month basis in the event that theExecutive’s employment continues beyond April 1, 2011. In event that the Term is extended ineither such manner, the Executive’s employment with the Company will continue to be upon andsubject to all of the terms and conditions of this Agreement, except to the extent that the partiesmodify any provisions of this Agreement in writing. The effective date of termination of theExecutive’s employment is referred to as the “Employment Termination Date.”     **1.3.****Responsibilities****.**In the Executive’s capacity as President and Chief OperatingOfficer, the Executive will have the duties, functions, responsibilities and authorities that theBoard of Directors or the President and Chief Executive Officer of EnergySouth, Inc., a Delawarecorporation (“EnergySouth”), reasonably assigns to the Executive from time to time, consistent withthe typical duties commensurate with the position of president and chief operating officer of acompany. The Executive will be responsible for the general and active management of the businessof the Company and will perform services from offices of the Company to be established in Houston,Texas, with travel to Mobile, Alabama, as necessary and appropriate.     **1.4.****Standard of Care****.**During the term of the Executive’s employment with theCompany, the Executive will devote his full business time, skill, attention and reasonable bestefforts to the business of the Company. The Executive may not engage in any other businessactivity, whether or not such business activity is pursued for profit, without the prior writtenconsent of the Board of Directors of EnergySouth. The Executive may serve as a director or trusteeof any other business corporation or charitable organization as long as such service does notinjure the Company and is approved by the Board of Directors of EnergySouth.
 

 
**Section 2****.****Compensation, Benefits and Perquisites****.** As remuneration forall services to be rendered by the Executive to the Company during the Term of this Agreement, theCompany will pay and provide to the Executive the following compensation, benefits and allowances:     **2.1****Annual Direct Compensation****.**          **(a)****Annual Base Salary****.**The Company will pay to the Executive an annual base salary(the “Base Salary”) of $245,000. The Board of Directors of EnergySouth may, but shall not berequired to, review the Base Salary from time to time during the Term and increase the Base Salaryby such amount, if any, as the Board determines, in its sole and absolute discretion. The Companywill pay the Base Salary to the Executive in equal installments throughout the year, consistentwith the Company’s normal payroll practices. The Base Salary will be prorated for any year of theTerm that is less than a full calendar year.          **(b)****Annual Incentive Compensation****.**The Company will provide to the Executive theopportunity to earn incentive compensation each year during the Term (the “Annual IncentiveCompensation Award”). The Annual Incentive Compensation Award will be comprised of the following:               **(i) ****Individual Performance Award****.**The Company will provide to the Executive theopportunity to earn an annual award (the “Individual Performance Award”) ranging from 0% to 200% ofthe Executive’s Base Salary. The amount of the Individual Performance Award will be determined byBoard of Directors of EnergySouth each year, beginning in 2008, based upon the Company’s actual netoperating income for the previous fiscal year in relation to its budgeted net operating income forthe previous fiscal year. The Individual Performance Award will be paid (A) 75% in cash, and (B)25% in common stock of EnergySouth or such other medium as may be determined by the Board ofDirectors of EnergySouth. The Individual Performance Award will be paid to the Executive no laterthan December 31 of the year in which the amount of the award, if any, is determined. TheIndividual Performance Award will be prorated for any fiscal year of the Term with respect to whichthe award is made that is less than a full fiscal year.               **(ii) ****Team Performance Award****.**The Company will provide to the Executive the opportunityto earn an annual award (the “Team Performance Award”) ranging from 0% to 22.5% of a poolestablished by the Company each year, beginning in 2008, and funded with 30% of the amount by whichthe Company’s actual net operating income for the previous fiscal year exceeds the Company’sbudgeted net operating income for the previous fiscal year. The Team Performance Award will be paid(A) one-third (1/3) in cash no later than December 31 of the year in which the award is determined,and (B) two-thirds (2/3) in common stock of EnergySouth or such other medium as may be determinedby the Board of Directors of EnergySouth, one-half (1/2) of which will be paid on the firstanniversary date of the cash award, and one-half (1/2) of which will be paid on the secondanniversary date of the cash award. No Team Performance Award will be paid with respect to anyfiscal year in which the Company’s actual operating income does not exceed the Company’s budgetedoperating income. If the Executive is employed by the Company on December 2, 2011, and remainsemployed by the Company through and including April 2, 2012, then, with respect to any common stockof EnergySouth or other property which has been awarded to the Executive as part of the TeamPerformance Award prior to January 1, 2012, but which has not yet been paid, such common stock orother property shall be paid over to the Executive on April 2, 2012, if the Executive delivers awritten request therefor to the Board of Directors of EnergySouth at least ninety (90) days but notmore than one hundred twenty (120) days prior to such date.
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     The Executive must be employed by the Company in order for an Annual Incentive CompensationAward to be made. No Annual Incentive Compensation Award will be made to the Executive followingthe Employment Termination Date. If an Annual Incentive Compensation Award has been made prior tothe Employment Termination Date but has not been paid to the Executive as of such date, payment ofsuch award, if at all, will be in accordance with Section 3.2.     **2.2****Long-Term Incentive Award****.**The Company will provide to the Executive theopportunity to earn a long-term incentive award (the “Long-Term Incentive Award”) ranging from 0%to 40% of the Executive’s Base Salary by participating in a long-term compensation plan ofEnergySouth in effect from time to time.     **2.3****Bridge Stock Option Grant****.**The Company will grant to the Executive, pursuant tothe terms and provisions of the 2003 Stock Option Plan of EnergySouth, Inc. (the “Stock OptionPlan”), a stock option (the “Option”) to purchase 43,600 shares (the “Option Shares”) ofEnergySouth’s common stock. The Option will vest cumulatively following the date of grant in four(4) equal annual installments, with the Executive having the right to purchase from the Company upto 25% of the Option Shares on and after April 2, 2008, and up to an additional 25% of the OptionShares on and after each of the first anniversary, the second anniversary and the third anniversaryof such date. The terms and provisions of the Stock Option will be set forth in a separateagreement (the “Option Agreement”) between the Company and the Executive in accordance with theprovisions of the Stock Option Plan, and the Stock Option and the Option Agreement will be subjectto all of the terms and provisions of the Stock Option Plan.     **2.4****Benefits and Perquisites****.**The Executive will be eligible to participate in allmedical, insurance, retirement and other employee benefit plans, whether now in place or that maybe hereafter implemented from time to time, in which all EnergySouth employees are eligible toparticipate, pursuant to the terms of such plans. The Executive will have such additional benefitsand perquisites that are consistent with those provided to EnergySouth’s senior management.     **2.5****Vacation****.**The Executive will receive four (4) weeks of paid vacation during eachcalendar year of the Term, beginning with the first calendar year of the Term, subject, except asto length, to EnergySouth’s officer vacation policy as in effect from time to time. During anyyear in which the Executive is employed for less than the full calendar year, vacation time will beprorated accordingly.**Section 3****.****Termination of Employment****.**The Executive’s employment may be terminatedin accordance with any of the provisions set forth in this Section 3.     **3.1****Events of Termination****.**               **(a) ****Termination Due to Death or Disability****.**The Company may terminate the Executive’semployment on account of Executive’s disability, and the Executive’s employment will terminate uponthe Executive’s death. The Executive will be deemed to suffer from a disability if, as a result ofthe Executive’s incapacity due to physical or mental illness, the Executive is absent from thefull-time performance of his duties with the Company for ninety (90) or more days, whether or notconsecutive, during any six (6) month period.               **(b) ****Voluntary Termination by the Executive****.**The Executive may terminate hisemployment at any time by delivering to the Board of Directors of EnergySouth written notice of the
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Executive’s intent to terminate, delivered at least thirty (30) calendar days prior to theeffective date of such termination. The termination will become effective automatically upon theexpiration of the thirty (30) day notice period. Such notice will also constitute the resignationby the Executive of any other positions that he may hold as an officer and/or director ofEnergySouth and/or its affiliates.               **(c) ****Voluntary Termination by the Company****.**The Company may terminate the Executive’semployment at any time, either for Cause or without Cause, by delivering to the Executive writtennotice of the Company’s intent to terminate, delivered at least thirty (30) calendar days prior tothe effective date of such termination. The termination will become effective automatically uponthe expiration of the thirty (30) day notice period. Unless otherwise stated in the terminationnotice, such notice will also constitute termination of the Executive as to any other positionsthat he may hold as an officer and/or director of EnergySouth and/or its affiliates.               **(d) ****Termination by the Executive for Good Reason****.**The Executive may terminate hisemployment for Good Reason by delivering to the Board of Directors of EnergySouth written notice ofthe Executive’s intent to terminate, delivered at least thirty (30) calendar days prior to theeffective date of such termination, and stating in reasonable detail the facts and circumstancesclaimed to provide a basis for such termination. For purposes of this Agreement, “Good Reason”means, without the Executive’s express written consent, the occurrence of any one or more of thefollowing:                    **(i) **The assignment to the Executive of any duties inconsistent with his status as Presidentand Chief Operating Officer of the Company or a substantial reduction in the nature or status ofthe Executive’s responsibilities from those set forth in Section 1.3;                    **(ii) **The Company’s or EnergySouth’s requiring the Executive to be based at a location that ismore than fifty (50) miles from Houston, Texas, without the Executive’s consent; or                    **(iii) **The failure by the Company or EnergySouth to pay to the Executive or provide theExecutive with the compensation, benefits and perquisites set forth in Section 2.     Notwithstanding the foregoing, none of the events described in clauses (i) through (iii) ofthis Section will constitute Good Reason unless the Executive has delivered written notice to theBoard of Directors of EnergySouth describing the events which constitute Good Reason, and suchevents are not cured within thirty (30) days after delivery of such notice.               **(e) ****Termination by the Company for Cause****.**The Company may terminate the Executive’semployment for Cause. For purposes of this Agreement, “Cause” means any one or more of thefollowing:                    **(i) **The Executive’s conviction of, or plea of “guilty” or “no contest” to, any crimeconstituting a felony in the jurisdiction in which it is committed, or to any crime involving actsof theft, fraud, embezzlement, dishonesty, moral turpitude or similar conduct, or to any offensethat materially injures or is likely to materially injure the Company, EnergySouth or any affiliateof EnergySouth;                    **(ii) **Willful or grossly negligent violation of any policy of the Company, EnergySouth or anyaffiliate of EnergySouth which materially injures any of them;
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                    **(iii) **Malfeasance with respect to the Company, EnergySouth or any affiliate of EnergySouth,including, without limitation, fraud, embezzlement or willful or grossly negligent misuse ordiversion of funds, assets or property belonging to any of them;                    **(iv) **The Executive’s (A) gross negligence in the performance of or material failure to performthe duties of the Executive’s employment under Sections 1.3 or 1.4 or any other duties reasonablyassigned to the Executive or appropriate to or commensurate with his position, or (B) grossnegligence in the performance of or material failure to perform, follow or comply with thereasonable and lawful written directives of the Board of Directors of EnergySouth or the Presidentand Chief Executive Officer of EnergySouth, and the Executive fails to cure any such failure withinthirty (30) calendar days after written notice delivered to the Executive of such failure; or                    **(v) **The Executive’s material breach of any provision of this Agreement or failure to performany obligation under this Agreement, and the Executive fails to cure such breach or to perform suchobligation within thirty (30) calendar days after written notice delivered to Executive of suchbreach or failure to perform.     Notwithstanding the foregoing, the Executive will not be deemed to have been terminated forCause unless and until the Company has delivered to the Executive a written notice of terminationwhich includes a determination by the Chief Executive Officer of EnergySouth finding that, in thegood faith opinion of the Chief Executive Officer or the Board of Directors of EnergySouth, theExecutive is guilty of conduct constituting “Cause” as set forth in this Section and specifying theparticulars thereof in detail. The termination of employment will be effective upon the deliveryof such notice in accordance with the foregoing provisions.     **3.2****Payments Upon Termination****.**               **(a) ****Payments Upon Termination Due To Death or Disability**.                    **(i) **If, prior to the end of the Term, the Executive’s employment with the Company terminatesdue to the Executive’s death or disability, the Company will pay to the Executive, or to theExecutive’s personal representative, conservator or legal representative, (A) any accrued butunpaid Base Salary; (B) any Annual Incentive Compensation Award that has been awarded but not paid;(C) any Long-Term Incentive Award that has been awarded but not paid; and (D) any amounts payableto the Executive under the terms of the Company’s benefits plans in which the Executive is aparticipant. Any EnergySouth common stock or other property that has been awarded to the Executiveas part of the Annual Incentive Compensation Award and/or the Long-Term Incentive Award but whichhas not been paid over to the Executive on the Employment Termination Date will be paid to theExecutive, or to the Executive’s personal representative, conservator or legal representative.                    **(ii) **Subject to Section 3.2(e), items (A) through (C) of the preceding paragraph will be paidin cash within thirty (30) days following the Employment Termination Date, or, if termination isdue to the death of the Executive or the Executive is incompetent, within thirty (30) daysfollowing the date on which the Executive’s personal representative, conservator or legalrepresentative is qualified and begins serving. Amounts payable under Item (D) of the precedingparagraph will be paid in accordance with the terms of the respective plans.                    **(iii) **On the Employment Termination Date, any stock options that have been granted but havenot vested will immediately vest, and the restrictions shall lapse with respect to any
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restricted stock of EnergySouth that has been granted but as to which the restrictions havenot lapsed. Following the Employment Termination Date, the Executive, or the Executive’s personalrepresentative, conservator or legal representative, may exercise any vested but unexercised stockoptions in accordance with the terms of the stock option plan or grant agreement pursuant to whichsuch options were granted.               **(b) ****Payments Upon Termination Due To Voluntary Termination by Executive or Termination byCompany for Cause**.                    **(i) **If, prior to the end of the Term, the Executive’s employment with the Company terminatesdue to voluntary termination by the Executive or termination by the Company for Cause, the Companywill pay to the Executive (A) any accrued but unpaid Base Salary; (B) the cash component of anyAnnual Incentive Compensation Award that has been awarded but not paid; (C) the cash component ofany Long-Term Incentive Award that has been awarded but not paid; and (D) any amounts payable tothe Executive under the terms of the Company’s benefits plans in which the Executive is aparticipant. Any EnergySouth common stock or other property that has been awarded to the Executiveas part of the Annual Incentive Compensation Award and/or the Long-Term Incentive Award but whichhas not been paid over to the Executive on the Employment Termination Date will be forfeited.                    **(ii) **Subject to Section 3.2(d), items (A) through (C) of the preceding paragraph will be paidin cash within thirty (30) days following the Employment Termination Date. Amounts payable underItem (D) of the preceding paragraph will be paid in accordance with the terms of the respectiveplans.                    **(iii) **Following the Employment Termination Date, the Executive may exercise any vested butunexercised stock options in accordance with the terms of the stock option plan or grant agreementpursuant to which such options were granted. Any stock options that have been granted but whichhave not vested as of the Employment Termination Date and any restricted stock of EnergySouth thathas been granted but as to which the restrictions have not lapsed as of the Employment TerminationDate will be forfeited.               **(c) ****Payments Upon Termination By the Company Without Cause or Termination By the ExecutiveWith Good Reason****.**                    **(i) **If, prior to the end of the Term, the Company terminates the Executive’s employmentwithout Cause or if the Executive terminates his employment with the Company for Good Reason, theCompany will pay to the Executive (A) any accrued but unpaid Base Salary; (B) any Annual IncentiveCompensation Award that has been awarded but not paid; (C) any Long-Term Incentive Award that hasbeen awarded but not paid; (D) a cash benefit equal to: (I) two (2) times the Executive’s Base Salary, plus  (II) either: (1) if the Employment Termination Dateprecedes the determination of any Individual Performance Award, anamount determined in good faith by the Board of Directors ofEnergySouth; (2) if the Employment Termination Date occurs followingthe determination of the Individual Performance Award in 2008 but priorto the determination of the Individual Performance Award in 2009, two(2) times the amount of the Individual Performance Award for 2008; or(3) if the Employment
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   Termination Date occurs following the determination of the IndividualPerformance Award in 2009, two (2) times the average amount of theIndividual Performance Award for the most recent two (2) years; and(E) any amounts payable to the Executive under the terms of the Company’s benefits plans in whichthe Executive is a participant. Any EnergySouth common stock or other property that has beenawarded to the Executive as part of the Annual Incentive Compensation Award and/or the Long-TermIncentive Award but which has not been paid over to the Executive on the Employment TerminationDate will be paid to the Executive.                    **(ii) **Subject to Section 3.2(e), items (A) through (D) of the preceding paragraph will be paidin cash within thirty (30) days following the Employment Termination Date. Amounts payable underItem (E) of the preceding paragraph will be paid in accordance with the terms of the respectiveplans.                    **(iii) **On the Employment Termination Date, any stock options that have been granted but havenot vested will immediately vest, and the restrictions shall lapse with respect to any restrictedstock of EnergySouth that has been granted but as to which the restrictions have not lapsed.Following the Employment Termination Date, the Executive may exercise any vested but unexercisedstock options in accordance with the terms of the stock option plan or grant agreement pursuant towhich such options were granted.               **(d) ****Payments Upon Termination By the Company Without Cause or Termination By the ExecutiveWith Good Reason Within Two Years of a Change in Control****.**                    **(i) **If, within two (2) years following a Change in Control, the Executive’s employment isterminated without Cause or if the Executive terminates his employment with the Company for GoodReason, the Company will pay to the Executive (A) any accrued but unpaid Base Salary; (B) anyAnnual Incentive Compensation Award that has been awarded but not paid; (C) any Long-Term IncentiveAward that has been awarded but not paid; (D) a cash benefit equal to: (I) three (3) times the Executive’s Base Salary, plus  (II) either: (1) if the Employment Termination Dateprecedes the determination of any Individual Performance Award, anamount determined in good faith by the Board of Directors ofEnergySouth; (2) if the Employment Termination Date occurs followingthe determination of the Individual Performance Award in 2008 but priorto the determination of the Individual Performance Award in 2009, three(3) times the amount of the Individual Performance Award for 2008; or(3) if the Employment Termination Date occurs following thedetermination of the Individual Performance Award in 2009, three (3)times the average amount of the Individual Performance Award for themost recent two (2) years; and(E) any amounts payable to the Executive under the terms of the Company’s benefits plans in whichthe Executive is a participant. Any EnergySouth common stock or other property that has beenawarded to the Executive as part of the Annual Incentive Compensation Award and/or the Long-TermIncentive Award but which has not been paid over to the Executive on the Employment TerminationDate will be paid to the Executive.
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                    **(ii) **Subject to Section 3.2(e), items (A) through (D) of the preceding paragraph will be paidin cash within thirty (30) days following the Employment Termination Date. Amounts payable underItem (E) of the preceding paragraph will be paid in accordance with the terms of the respectiveplans.                    **(iii) **On the Employment Termination Date, any stock options that have been granted but havenot vested will immediately vest, and the restrictions shall lapse with respect to any restrictedstock of EnergySouth that has been granted but as to which the restrictions have not lapsed.Following the Employment Termination Date, the Executive may exercise any vested but unexercisedstock options in accordance with the terms of the stock option plan or grant agreement pursuant towhich such options were granted.               **(e) ****Payments Subject to Section 409A****.**In the event that any payments under thisSection 3.2 are subject to the restrictions of Section 409A of the Internal Revenue Code, thenpayment shall not be made until the first (1st) day of the month following the six (6)month anniversary date of the Employment Termination Date.               **(f) ****Change in Control****.**For purposes of this Agreement, a “Change of Control” of theCompany will be deemed to have occurred on the effective date of any of the following events:                    **(i) **A consolidation or merger of EnergySouth or the Company in which the majority of the Boardof Directors of EnergySouth or the majority of the Board of Directors of the Company, as the casemay be, is not on the continuing or surviving Board of Directors of such company, or pursuant towhich shares of EnergySouth’s or the Company’s common stock are converted into cash, othersecurities or other property;                    **(ii) **A recapitalization or any other type of transaction which results in 51% or more ofEnergySouth’s or the Company’s common stock being changed into, or exchanged for, other securitiesor interests in other entities;                    **(iii) **A sale, lease, exchange, transfer or other disposition (in one transaction or a seriesof transactions contemplated or arranged as a single plan) of all or substantially all of theassets of EnergySouth, or the Company;                    **(iv) **A sale, exchange, transfer or other disposition of 51% or more of the Energy South’spartnership interest in the Company; or                    **(v) **The liquidation or dissolution of EnergySouth, or the Company.     **3.3****Business Records****.**Upon termination of his employment, the Executive agrees topromptly deliver to EnergySouth, all Business Records belonging to the Company, EnergySouth or anyaffiliate of EnergySouth, and all copies thereof and therefrom, and the Executive acknowledges thatsuch Business Records constitute the exclusive property of EnergySouth. The term “BusinessRecords” means all customer files, contract files, production records, maintenance records, reportsand related data, memoranda, 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 Company, EnergySouth or any affiliate ofEnergySouth.
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**Section 4****.****Confidentiality****.**In consideration of the Executive’s employment by theCompany as President and Chief Operating Officer and of the confidential information that theExecutive will acquire by virtue of such employment, the Executive agrees to comply with theconfidentiality provisions of this Section.     **4.1****Trade Secrets and Confidential Information****.**During the Term of this Agreement andthereafter for a period of five (5) years, the Executive will not directly or indirectly divulge orappropriate to his own use, or to the use of any third party, any “trade secrets” or “confidentialinformation” (as defined in Section 4.2) of the Company, EnergySouth or any affiliate ofEnergySouth (collectively referred to in this Section 4 as the “EnergySouth Group”), except as maybe in public domain other than by violation of the Agreement or as may be required by law.     **4.2****Definitions****.**“Trade Secrets” as used herein means all secret discoveries,inventions, formulae, designs, methods, processes, techniques of production and know-how relatingto the EnergySouth Group’s business. “Confidential Information” as used herein means internalpolicies and procedures, suppliers, customers, financial information and marketing practices, aswell as secret discoveries, inventions, formulae, designs, techniques of production, know-how andother information relating to the EnergySouth Group’s business not rising to the level of a tradesecret under applicable law.     **4.3****Injunctive Relief****.**The parties acknowledge that the breach or threatened breachof the provisions of Section 4 may result in irreparable injury to the EnergySouth Group and,therefore, that monetary damages for such breach may be inadequate. In consideration of theforegoing, the Executive acknowledges and agrees that, in addition to all other remedies availableto the Company or any other member of the EnergySouth Group at law or in equity, each member of theEnergySouth Group will be entitled to injunctive relief or specific performance, or both, torestrain any threatened or continued breach of the provisions of Section 4 or to enforce the termshereof. The parties hereby waive any requirement for the posting of a bond or other security inconnection with such injunctive relief.     **Section 5****.****Assignment**.     **5.1****Assignment by the Company****.**This Agreement may be assigned or transferred to, andshall be binding upon and shall inure to the benefit of, any successor of the Company, and anysuccessor shall be deemed substituted for the “Company” for all purposes under this Agreement. Asused in this Agreement, the term “successor” shall mean any person, firm, corporation, or businessentity which at any time, whether by merger, purchase, or otherwise, acquires all or substantiallyall of the assets of the Company.     **5.2****Assignment by Executive****.**This Agreement is personal and non-assignable by theExecutive.**Section 6****.****Miscellaneous****.**     **6.1****Entire Agreement****.**This Agreement contains the entire understanding of the partieswith respect to the subject matter hereof, and supersedes all prior or contemporaneousnegotiations, representations, understandings and agreements of, by or among the parties, expressor implied, oral or written all of which are fully merged herein. The express terms of thisAgreement control and supersede any course of performance and/or customary practice inconsistentwith any such terms. Any agreement
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hereafter made shall be ineffective to change, modify, discharge or effect an abandonment of thisAgreement unless such agreement is in writing and signed by the parties hereto.     **6.2****Severability****.**If any provisions of this Agreement shall be determined to beinvalid or unenforceable, either in whole or in part, this Agreement shall be deemed amended todelete or modify, as necessary, the offending provisions and to alter the balance of this Agreementin order to render the same valid and enforceable to the fullest extent permissible, as aforesaid.The provisions of this Section shall be construed as an agreement independent of the otherprovisions of this Agreement. The existence of any claim or cause of action by the Executiveagainst the Company shall not constitute a defense to the enforcement by the Company of theprovisions of this Agreement.     **6.3****Governing Law and Venue****.**This Agreement and the rights and obligations of theparties hereunder shall be governed by and construed and enforced in accordance with the laws ofthe State of Alabama applicable to agreements made and to be performed wholly within the State ofAlabama. Any suit brought hereon shall be brought in the state or federal courts located in MobileCounty, Alabama.     **6.4****Waiver****.**No waiver by any party to this Agreement of any breach by any other partyof any term, provision, or condition contained in this Agreement, and no failure by any party toinsist upon the performance by any other party of any term, provision or condition contained inthis Agreement, shall be deemed a waiver of such term, provision, or condition, or any subsequentbreach of same, nor shall it be deemed a waiver of any other term, provision, or conditioncontained in this Agreement. Neither the failure nor any delay on the part of any party to thisAgreement to exercise any right, remedy, power or privilege under this Agreement shall operate as awaiver thereof. No single or partial exercise of any right, remedy, power or privilege shallpreclude any other or further exercise of the same or any other right, remedy, power or privilege.Any party’s consent to or approval of any act shall not be deemed to render unnecessary theobtaining of such party’s consent or approval of any subsequent act. No waiver shall be effectiveunless it is in writing and is signed by the parties asserting such waiver.     **6.5****Notices****.**Any notice required or permitted to be given hereunder shall be inwriting, and, if addressed to the Executive, shall be delivered to the Executive at his last knownaddress, and, if addressed to the Company, EnergySouth, or any affiliate of EnergySouth, shall bedelivered to the principal office of EnergySouth in Mobile, Alabama. A notice shall be deemed tohave been delivered upon the first to occur of (a) actual receipt by the addressee, or (b) when (i)personally delivered, (ii) delivered to a nationally recognized overnight delivery service for nextday delivery, (iii) deposited in the United States certified mail, return receipt requested andpostage prepaid, or (iv) transmitted to the addressee by facsimile, with receipt confirmed.     **6.6****Construction****.**This Agreement shall be construed and interpreted without regard toany presumption or other rule requiring construction against the party drafting the document or anyprovision contained in the document. It shall be construed neither for nor against any party, butshall be given reasonable interpretation in accordance with the plain meaning of its terms and theintent of the parties.     **6.7****Survival****.**The provisions of Sections 3.2, 3.3, and 4 will survive the terminationof this Agreement.     **6.8****Captions; Construction****.**The captions and headings used in this Agreement areinserted only for convenience and in no way define, describe, extend, or limit the scope of theparticular provisions to which they refer, or the meaning or intent of this Agreement. The words“herein,” “hereof,”
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“hereunder,” and other similar compounds of the word “here” as used in this Agreement shallrefer to the entire Agreement and not to any particular provision or section.     **6.9****Section 409A Savings Clause****.**This Agreement and all provisions hereof areintended to comply with Section 409A of the Code and the permanent, temporary or proposedregulations issued thereunder. If any provision of this Agreement violates or fails to comply withthe Section 409A of the Code or the permanent, temporary or proposed regulations thereunder, thensuch provision shall be modified, as of the effective date of this Agreement, to the least extentnecessary to comply therewith. This Section supersedes all other provisions of this Agreement tothe extent of any inconsistency.     **6.10****Counterparts****.**This Agreement and any amendment hereto may be executed in anynumber of counterparts, each of which shall be deemed to be an original as to any party whosesignature appears thereon, and all of which shall together constitute one and the same instrument.This Agreement and any amendment hereto shall be binding when one or more counterparts hereof,individually or taken together, shall bear the signatures of all of the parties to this Agreement.     **IN WITNESS WHEREOF,**the parties hereto have executed this Agreement effective on the day andyear first above written.      EnergySouth Midstream, Inc., an Alabama Corporation