FY2013 10-K 10.2


EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into effective as of the
23rd  day of June 2014 by and between NYTEX Energy Holdings, Inc., a Delaware corporation (the
"Company"), and Cory R. Hall (the "Executive").


WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed with the Company.


WHEREAS, the Executive will serve as the Company's President and Chief Operating Officer.


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


ARTICLE 1
TERM OF EMPLOYMENT


1.1      Term of Employment. The Company hereby agrees to employ the Executive and the Executive hereby accepts such employment upon the terms and conditions set forth in this Agreement. The Executive's employment with the Company pursuant to this Agreement shall be "at will", and either the Company or the Executive may terminate the employment relationship at any time in accordance with the provisions of Paragraph 4.1.  The period during which the Executive is in fact employed by the Company pursuant to this Agreement shall constitute the "Employment Period" hereunder.


ARTICLE 2
EMPLOYMENT DUTIES


2.1 Title/Responsibilities. The Executive shall serve as the President and Chief Operating Officer of the Company. The Executive shall perform such duties as are usual and customary for such position or any other duties which may be reasonably assigned by the Company's Board of Directors (the "Board") from time to time, and shall report directly to the Company's Board.  The Executive shall devote his full business time and attention to the business and affairs of the Company during the Employment Period.  The Executive shall not engage in any other business, job or consulting activity during the Employment Period without the prior written permission of the Board.


2.2  Location. The Executive's principal place of employment shall be the Company's principal offices in Midland, Texas, but the Executive may be required from time to time to travel to other geographic locations in connection with the performance of his duties hereunder.


ARTICLE 3
COMPENSATION AND BENEFITS


3.1 Salary. The Executive shall be paid a base salary at the annualized rate of Three Hundred Seventy-Five
Thousand Dollars ($375,000).
Such rate shall be subject to annual review by the Board and may be increased in the Board's discretion. Base salary may not be decreased below the initial rate or below the increased rate except that it may be
decreased proportionately in connection with an across the board reduction in base salary applying to all executive officers of the Company.  Base salary shall be paid at periodic intervals in accordance with the Company's payroll practices for salaried employees.


3.2 Car Allowance.  The Executive shall be paid an auto allowance ("Auto Allowance") of$825.00 per month.  Such Auto Allowance shall be subject to annual review by the Board and may be increased in the Board's discretion.  Such Auto Allowance may not be decreased below the initial rate without the prior written consent of the Board and the Executive.  The Auto Allowance shall be paid at periodic intervals in accordance with the Company's payroll practices for salaried employees.


3.3 Bonus. For each fiscal year of the Company during the Employment Period, the Executive shall be eligible to receive a cash bonus in a dollar amount determined by the Board at its sole discretion.  The target bonus for each year shall be at least 25% of the Executive's base salary earned during such fiscal year. The actual bonus payable for each fiscal year shall depend upon the Executive's performance and the extent to which the Executive has achieved the performance goals established for the Company and the Executive for that year. Any bonus awarded  to the Executive  shall be paid on the  15th day of the third  calendar  month  following  the close  of the fiscal year  for which  such bonus  is earned.


3.4 Stock Awards. Executive will be eligible to participate in the Company's 2013 Equity Incentive Plan, or other such similar stock incentive award plan for key employees of the Company.






3.5 Fringe Benefits. The Executive shall, throughout the Employment Period,be  eligible to participate in all employee benefit plans and programs, such as group disability insurance and group medical and health plans, which may be made available to the Company's  full-time employees from time to time and for which Executive qualifies.


3.6 Vacation and Holidays. Executive will be entitled to receive paid vacation of not less than twenty (20)
days and paid holidays in accordance with then-current Company policy.


3.7 Expense Reimbursement. The Executive shall be entitled, in accordance with the Company's reimbursement policies  in effect from time to time, to receive reimbursement from the Company for all reasonable business expenses incurred by the Executive in the performance of his duties hereunder, provided the Executive furnishes the Company with vouchers, receipts and other details of such expenses in the form required by the Company sufficient to substantiate a deduction for such business expenses under all applicable rules and regulations of federal and state taxing authorities (the "Supporting Documentation"). The Executive must submit the Supporting Documentation for each such expense within ninety (90) days after the Executive's  incurrence of such expense. If such expense qualifies hereunder for reimbursement, then the Company shall reimburse the Executive for that expense within thirty (30)  days thereafter.


3.8 Withholding. The Company shall deduct and withhold from the compensation payable to the Executive hereunder any and all applicable federal, state and local income and employment withholdingtaxes and any other amounts required to be deducted or withheld by the Company under applicable statutes, regulations, ordinances or orders governing or requiring the withholding or deduction of amounts otherwise payable as compensation or wages to employees.


ARTICLE 4
TERMINATION


4.1  Termination of Employment. The Executive's employment pursuant to this Agreement is "at will" and may be terminated in accordance with the following provisions:


A. The Executive's employment under this Agreement shall terminate immediately upon the Executive's death during the Employment Period.


B.  In the event of the Executive's Incapacity for a period of one hundred fifty (150) days during the Employment Period, the Company may provide written notice of termination of the Executive's employment under this Agreement.  The Executive's employment shall terminate on the thirtieth (30)-day following receipt of such notice by the Executive provided that, within such thirty (30)-day period,  the Executive shall not have returned to full-time performance of the Executive's essential job functions. Notwithstanding the foregoing, the Executive's employment under this Agreement shall terminate without further obligation or notice by the Company, upon the Executive's Incapacity for an aggregate period of two hundred ten (210)  days, in whole or in part,  in any twelve
(12)-month period during the Employment Period.


C. The Company may at any time, upon written notice, terminate the Executive's employment under this
Agreement for any reason.


D.  The Executive may at any time, upon fifteen (15) days written notice, terminate his employment under this Agreement for any reason.


E. The Company may at any time, upon written notice, discharge the Executive from employment with the
Company hereunder by reason of Misconduct. Such termination shall be effective immediately upon such notice.


4.2  Payments Due Upon Any Termination. Upon any termination of the Executive's employment during the Employment Period,  the Company shall provide to the Executive (or his estate) any unpaid base salary earned under Article 3 for services rendered through the date of termination and any unpaid or unreimbursed expenses incurred in accordance with Paragraph 3.7 hereof. All vesting of the Executive's outstanding,unvested restricted stock, options, or other unvested equity awards granted shall cease at the time of his termination of employment, and the Executive  (or his estate)  shall not have more  than  the limited  period  oftime specified  in the applicable   stock compensation   agreement   in which to exercise  any outstanding   option  following  such termination   of employment   for any Common   Shares  for which  those  options  are vested  and exercisable   at the time of such termination.   In addition, the Executive   shall be eligible  for the payments   and other benefits  provided  under  Paragraph  4.3 or Paragraph  4.4 below  of this Agreement,   to the extent he qualifies  for those payments   and benefits  in accordance   with the
applicable  provisions   of this Agreement.







4.3 Severance  Benefits Upon  Involuntary   Termination  Other   Than  Change in Control  Severance Benefits. Should  the Executive's employment   pursuant  to this Agreement   be terminated  by the Company  other  than by reason  of Misconduct   at any time other  than within  the Change  in Control  Severance  Period,  then the Executive shall become  eligible  to receive  the severance  payments  and benefits  described  below provided   that there is compliance   with  the following  requirements   (the "Severance   Benefits   Conditions"):


(i) The Executive  shall,  within  twenty-one   (21) days (or within  forty-five  (45) days if such longer period  is required  under  applicable  law) following  such termination,  execute  and deliver  to the Company  a general  release  in substantially   the form attached  hereto  as Exhibit  B which becomes  effective  in accordance  with applicable   law following  the expiration  of any applicable  revocation  period.  This requirement   shall hereinafter   be referred  to as the "Release   Condition."


(ii) The  Executive  shall have  complied  with, and shall continue  to comply  with the restrictive  covenants  set forth  in Paragraphs   4.5   and 4.6.


In the event  that the Executive  elects to engage  or otherwise  engages  in any of the activities  precluded  by the restrictive   covenants  set forth  in Paragraphs   4.5  or 4.6, the Executive   shall not be entitled,  after the date of such violation  or activity  (as the case may be), to receive  any payments  or benefits  under  Paragraph  4.3 or Paragraph  4.4.


The  severance  payments  and benefits  to which  the Executive   may become  entitled  under  this Paragraph  4.3 shall consist  of the following:


(a) Salary  Continuation Payments. The Executive  shall be entitled  to receive  his base  salary equal  to four weeks  of his then  current  salary  for each year  of continuous  employment   by the Company  for a total period  not to exceed  seventy-eight   (78) weeks  at the annualized  rate  then in effect  for him under  Paragraph   3 at the time of his termination.   The first such payment  shall be made  on the thirtieth  (30th)  day following  the Executive's   Separation from  Service  due to such termination   provided  the requisite  Release  Condition  is satisfied  and subsequent  salary continuation   payments   shall be made at periodic  intervals  in accordance   with the Company's   payroll  practices  for salaried  employees.


(b)  COBRA Payments.  During  such time as the Executive  receives  salary  continuation   payments  under  (a) preceding   and subject  to the Executive's   election  of COBRA  continuation   coverage  under  the Company's group health  or medical  plan,  the Executive  shall be entitled  to receive  each month  an amount  equal  to the "applicable percentage" of the monthly  COBRA   premium  cost, where  the "applicable   percentage"   is the percentage   of the Executive's  total monthly  premium  for coverage  under  the Company's group  health  or medical  plan paid  by the Company   immediately   prior  to the Executive's   termination   of employment.


4.4 Change  in Control  Severance Benefits.   Should  the Executive's  employment   pursuant  to this Agreement terminate  by reason  of an Involuntary   Termination   within  the Change  in Control  Severance  Period,  then the Executive   shall become  eligible  to receive  the following  payments  and benefits  provided  there is compliance
with the same  Severance  Benefit  Conditions   set forth in Paragraph  4.3:


(a) Salary Continuation Payments. The Executive  shall  be entitled  to receive  his base salary  for a total period  of twelve  (12) months  at the annualized  rate  then in effect  for him under  Paragraph  3 at the time of his Involuntary   Termination.   The  first such payment  shall be made  on the thirtieth  (30th)  day following  the Executive's Separation   from  Service  due to such Involuntary   Termination  provided   the requisite  Release  Condition  is satisfied and subsequent   salary  continuation   payments  shall be made  at periodic  intervals  in accordance   with the Company's payroll  practices   for salaried  employees.


(b) Pro-Rata Bonus. The Executive  shall be entitled  to receive  a pro-rata  amount  of the annual  and/or quarterly  bonus  for the  fiscal  year in which  the termination   occurs  provided  and only to the extent  that any applicable   performance   goals  upon  which  such bonus  is conditioned   are attained  at the time  of Executive's separation,   and provided   in its sole discretion,   the Company   elects  to make  such bonus  to its other  







Executives.    In the event  of such attainment,  the pro-rata  bonus  to which  the Executive  shall become  entitled  shall be determined  by multiplying   (i) the actual bonus  the Executive  would  have received  based  on the attained  performance   goals  had the Executive  continued   in the Company's    employ  until the payment  date of that bonus  by (ii) a fraction,   the numerator of which  is  the number  of full completed  months  in the bonus  plan  year through  the effective  date of termination, and the denominator   of which  is either three  (3) or twelve  (12),   depending   upon whether  such bonus  was earned  for the quarter  or the year,  respectively.   This payment   shall  be made  within  thirty  (30) days of the Executive's termination.   This payment  shall be in lieu of any other  payment  to be made  to the Executive  under  such quarterly  or annual  bonus  plan for such fiscal year.


(c) COBRA Payments. During such time as the Executive receives salary continuation payments under (a) preceding and subject to the Executive's election of COBRA continuation coverage under the Company's group health or medical plan, the Executive shall be entitled to receive each month an amount equal to the "applicable percentage"  of the monthly COBRA premium cost,  where the "applicable percentage" is the percentage of the Executive's  total monthly premium for coverage under the Company's group health or medical plan paid by the Company immediately prior to the Executive's termination of employment.


The severance payments and benefits provided under this Paragraph 4.4 shall be in lieu of any other severance benefits for which the Executive might otherwise be eligible by reason of the termination of his employment during the Change in Control Severance Period.


In the event that the Executive elects to engage or otherwise engages in any of the activities precluded by tile restrictive covenants set forth in Paragraphs 4.5  or 4.6,  the Executive shall not be entitled, after the date of such violation or activity (as the case may be),  to receive any payments or benefits under Paragraph 4.4.


In no event shall the Executive be entitled to benefits and payments under both Paragraphs 4.3  and 4.4 of this Agreement.


4.5 Restrictive Covenants.   During the Employment Period and for the entire period during which the Executive is to receive salary continuation payments under Paragraph 4.3  or Paragraph 4.4 below,  whether or not those salary continuation payments are delayed pursuant to Paragraph 5 .1,   the Executive shall not:


( i) reveal, disclose,  use or otherwise utilize any confidential, proprietary information of the Company, including, but not limited to its customer and vendor information, pricing,  discounts, and other sales terms for Customers, financial plans and projections, budget, methodologies,  tools,  techniques and other methods of doing business unique to Company and which provide Company a competitive advantage, which is not in the public domain, hereafter "Confidential Information."  This Confidential Information shall be provided to Executive by the Company to enable him to successfully perform his job responsibilities, and Executive covenants not to use,  disclose or reveal this Confidential Information, except as authorized by the Company for its benefit.


(ii) anywhere within the company's leasehold operations or areas of mutual interest agreed upon in writing render any services or provide any advice, assistance or support to any Competing Business, whether as an employee, agent, representative, consultant, partner, officer,  director or stockholder or in any other capacity; provided,  however, that tile Company acknowledges and agrees that the Executive may make a passive investment representing an interest of less than five percent (5%) of an outstanding class of publicly-traded securities of any corporation or other enterprise which may constitute a Competing Business hereunder;


(iii) contact, solicit or call upon any customer of tile Company with whom Executive worked or about which Executive received Confidential Information, on behalf of any person or entity other than the Company for tile purpose of selling any products or providing or performing any services of the type normally sold, provided or performed by the Company;


(iv) induce or attempt to induce any person or entity to curtail or cancel any business or contracts which such person or entity has with the Company;


(v) directly or indirectly encourage or solicit any employee, consultant or independent contractor to leave the employment or service of the Company (or any affiliated company) for any reason  or interfere in any other manner with any employment or service relationships at the time existing between the Company (or any affiliated company) and its employees,  consultants and independent contractors; or









(vi) directly or indirectly solicit any vendor, supplier, licensor, licensee or other business affiliate of the Company (or any affiliated company) or directly or indirectly induce any such person to terminate its existing business relationship with the Company (or affiliated company) or interfere in any other manner with any existing business  relationship   between  the Company  (or any affiliated  company)  and any such vendor,  supplier,  licensor, licensee  or other  business  affiliate.


4.6 Benefit  Limit.  The benefit  limitations  of this Paragraph  4.6 shall be applicable  in the event the
Executive  receives  any benefits  that are deemed  to constitute  parachute   payments  under  Code  Section  280G.


In the event that  any payments   to which  the Executive  becomes  entitled  in accordance  with the provisions
of this Agreement   (or any other  benefits  to which  the Executive  may become  entitled  in connection  with any change in control  or ownership  of the Company  or the subsequent   termination   of his employment   with the Company)  would otherwise  constitute   a parachute  payment  under  Code  Section  280G,  then  such payments  and benefits  shall be
subject  to reduction  to the extent  necessary  to assure  that the Executive   receives  only the greater  of (i) the amount  of those payments  or benefits  which  would  not constitute   such a parachute   payment  or (ii) the amount  which  yields  the Executive   the greatest  after-tax  amount  of benefits  after taking  into account  any excise tax imposed  on the payments provided  to the Executive  under  this Agreement   (or on any other  benefits  to which  the Executive  may  become
entitled  in connection  with any change  in control  or ownership  of the Company   or the subsequent   termination   of his employment   with the Company)  under  Code  Section  4999.


Should  a reduction  in benefits  be required  to satisfy  the benefit  limit  of this Paragraph  4.6, then the Executive's   salary continuation   payments  under  Paragraph  4.3 or 4.4, as applicable,   shall accordingly   be reduced (with  such reduction  to be effected  pro-rata  to each payment)  to the extent  necessary   to comply  with  such benefit limit.  Should  such benefit  limit  still be exceeded  following   such reduction,  then the number  of shares  as to which any equity  award  would  otherwise  vest on an accelerated   basis in accordance   with the terms  of the award  shall be reduced  (based  on the value  of the parachute  payment  attributable   to such equity  award under  Code  Section  280G) to the extent  necessary   to eliminate   such excess.


5.1 Section  409A.
 



ARTICLE 5 
MISCELLANEOUS PROVISIONS


A. It is the intention  of the parties  that the provisions   of this Agreement   either  be exempt  from,  or comply with,  the requirements   of Section  409A  of the Code  and the Treasury  Regulations   thereunder.  Accordingly,   to the extent  there is any ambiguity   as to whether  one or more provisions   of this Agreement   would  otherwise  contravene the applicable  requirements   or limitations  of Code  Section  409A,  then  those provisions   shall be interpreted   and applied  in a manner  that does not result  in a violation  of the applicable   requirements   or limitations  of Code Section 409A  and the Treasury  Regulations   thereunder.   In no event may  Executive,  directly  or indirectly,  designate  the calendar  year of a payment.


B.  Notwithstanding    any provision  to the contrary  in this Agreement,  no payments  or benefits  to which the Executive   becomes  entitled  under  Paragraph  4.3 or 4.4 of this Agreement   shall be made  or paid  to the Executive prior  to the earlier of (i) the first business  day of the seventh  month  following   the date of the Executive's   Separation from  Service  or (ii) the date of the Executive's   death,  if (a) the Executive   is deemed  at the time of such Separation from  Service  a "specified   employee"  within  the meaning  of that term under  Section  409A  of the Code,  (b) the stock of the Company  or any successor  entity  is publicly  traded  on an established   market  and (c) such delayed commencement    is otherwise   required  in order  to avoid  a prohibited   distribution   under  Code  Section  409A(a)(2). Upon  the expiration  of the applicable   deferral  period,  all payments  deferred  pursuant  to this Paragraph  5.1 shall be paid  in a lump sum to the Executive,   and any remaining  payments,  benefits   or reimbursements   due under  this Agreement   shall be paid  or provided  in accordance  with the normal  payment   dates  specified  for them herein.









5.2 No Entitlement to Benefits.  In no event  shall the Executive  be entitled  to any benefits  under Paragraph 4.3 or 4.4 of this Agreement   if his employment   ceases  by reason  of Misconduct,   death  or Incapacity or if he voluntarily   resigns  (other  than for a reason  which  qualifies  as Good  Reason).


5.3 Successors  and Assigns.  The provisions  of this Agreement   shall inure  to the benefit  of, and shall be binding  upon,  (i) the Company   and its successors  and assigns,  including  any successor  entity by merger, consolidation   or transfer  of all or substantially   all of the Company's   assets  (whether  or not such transaction constitutes   a Change  in Control),  and (ii) the Executive,  the personal  representative   of his estate and his heirs and legatees.


5.4 Notices.
A  Any and all notices,  demands  or other communications   required  or desired  to be given  hereunder  by any party  shall be in writing  and shall be validly  given or made  to another  party  if delivered   either personally  or if deposited  in the United  States mail,  certified  or registered,   postage  prepaid,  return  receipt  requested.  If such notice, demand  or other  communication   shall be delivered  personally,   then such notice  shall be conclusively  deemed  given at the time of such personal  delivery.


B. If such notice,  demand  or other  communication   is given  by mail,  such notice  shall be conclusively deemed  given  forty-eight   (48) hours  after deposit  in the United  States mail  addressed  to the party  to whom  such notice,  demand  or other  communication   is to be given  as hereinafter   set forth:


To the Parent:


NYTEX  Energy  Holdings,  Inc.
12222 Merit  Drive,  Suite  1850
Dallas,  Texas 75251
Attention:   Board  of Directors
To the Executive: Cory R. Hall
507 Sir Barton  Parkway
Midland,  TX  79705


C. Any party hereto  may change  its address  for the purpose  of receiving  notices,  demands  and other communications    as herein  provided  by a written  notice  given  in the manner  aforesaid  to the other party  hereto.


5.5 General Creditor Status. The benefits  to which  the Executive   may become  entitled  under  Article  4 of this Agreement   shall be paid,  when  due,  from  the Company's   general  assets,  and no trust  fund,  escrow  arrangement or other  segregated   account  shall  be established   as a funding  vehicle  for such payments.


Accordingly,   the Executive's   right  (or the right  of the executors  or administrators   of the Executive's  estate) to receive  such benefits  shall at all times be that  of a general  creditor  of the Company  and shall have  no priority  over the claims  of other  general  creditors.


5.6  Governing Documents. This Agreement   shall  constitute  the entire  agreement  and understanding   of the Company  and the Executive  with  respect  to the terms  and conditions  of the Executive's  employment   with the Company  and the payment  of severance  benefits  and shall supersede  all prior  and contemporaneous   written  or
verbal  agreements   and understandings   between  the Executive  and the Company  relating  to such subject  matter.


5.7 Governing Law. The provisions   of this agreement   shall be construed   and interpreted  under  the laws  of the State of Texas  applicable  to agreements   executed  and wholly  performed   within  the State of Texas.   If any provision  of this Agreement   as applied  to any party  or to any circumstance   should  be adjudged  by a court  of competent  jurisdiction   or determined  by an arbitrator  to be void  or unenforceable   for any reason,  the invalidity  of







that provision   shall in no way affect  (to the maximum  extent  permissible   by law) the application   of such provision under  circumstances   different  from those  adjudicated   by the court  or determined  by the arbitrator,  the application   of any oilier provision  of this Agreement,   or the enforceability   or invalidity  of this Agreement   as a whole.  Should  any provision   of this Agreement   become  or be deemed  invalid,  illegal  or unenforceable  by reason  of the scope,  extent  or duration  of its coverage,   then  such provision   shall be deemed  amended  to the extent  necessary  to conform  to applicable   law so as to be valid  and enforceable   and consistent  with the intent  of tile parties  hereto.  If such provision cannot  be so amended  without  altering  the intention  of the parties,  then such provision,   including  any consideration specifically   tied to such provision,   shall be stricken  and the remainder   of this Agreement   shall continue  in full force and effect.
5.8 Exclusive Venue. The exclusive  venue for any dispute  arising  out of this Agreement   shall be in tile courts  of Dallas  County,  Texas.


5.9 Legal Representation. The Executive  acknowledges   that he has had the right  to consult  with counsel and is fully  aware  of his rights  and obligations   under  this Agreement.


5.10   Counterparts. This Agreement   may be executed  in more  than one counterpart,   each of which  shall be deemed  an original,  but all of which  together  shall constitute  but one and the same  instrument.


ARTICLE 6
DEFINITIONS


For purposes of this Agreement, the following definitions shall be in effect:


Board means  the Company's Board of Directors.
Change in Control means a change in control of the Company affected through any of the following transactions: (i) a merger, consolidation or other reorganization approved by the Company's shareholders, unless
securities representing more than fifty percent (50%) of the total combined voting power of the voting securities of the successor company are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company's outstanding voting securities immediately prior to such transaction, or


(ii) a shareholder-approved sale, transfer or other disposition of all or substantially all of the Company's assets in liquidation or dissolution of the Company,or


(iii) the acquisition, directly or indirectly by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company), of beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities pursuant to a tender or exchange offer made directly to the Company's shareholders, or


(iv) a change in the composition of the Board over a period of twelve (12) consecutive months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election as Board members during such period by at least a
majority of the Board members described in clause (A) who were still in office at the time the Board approved such election or nomination.


Change in Control Severance Period means the period commencing with the Company's execution of the definitive agreement for a Change in Control transaction and continuing until the end of the twenty-four (24)-month period measured from the closing date of that Change in Control.


Code means the Internal Revenue Code of 1986, as amended.


Common Stock means the Company's common stock.


Competing Business means any business which is or, to the best of the Executive's knowledge, is expected to become, competitive with (a) the business of the Company (or any direct or indirect subsidiaries of the Company or any of their affiliates) or (b) a product or service that was contemplated by the Company (or any direct or indirect subsidiaries of the Company or any of their affiliates) during the six (6)-month period prior to the termination of Executive's employment.









Employment Period means the Employment Period as defined in Paragraph 1  of this Agreement.


Good Reason means the Executive's voluntary resignation within thirty (30) days following one or more of the following events that occur without the Executive's written consent: (A) a change in the Executive's position with the Company (or an affiliate of the Company then employing the Executive) which materially reduces the Executive's duties and responsibilities under Paragraph 2.1,  (B) a material reduction in the Executive's level of compensation (including base salary and target bonuses under any corporate-performance based incentive programs), with a ten percent (10%) reduction deemed to be material, provided, however, that none of the events specified above shall constitute Good Reason unless the Executive first provides written notice to the Company describing the applicable event within thirty (30) days following the occurrence of that event and the Company fails to cure such event within thirty (30) days after receipt of such written notice, or (C) the relocation of Executive's principal place of employment (as provided in Paragraph 2.2 hereof) more than thirty (30) miles from its current location.


Incapacity means the inability of the Executive, by reason of any injury or illness, to properly perform the essential job functions, with our without reasonable accommodation, duties and responsibilities under this Agreement.
Involuntary Termination   means  (i) the Executive's   involuntary   dismissal   or discharge  by the Company  for reasons other  than Misconduct   or (ii) the Executive's   voluntary  resignation   for Good  Reason.   An Involuntary   Termination shall  not include  the termination   of the Executive's   employment   by reason  of death  or Incapacity.
Misconduct means  (i) the commission   of any act of fraud  or embezzlement   by the Executive,  (ii) any unauthorized use  or disclosure  by the Executive  of confidential  information   or trade secrets  of the Company   (or any affiliate  of the Company),   or (iii) any other  intentional  misconduct   by the Executive   adversely  affecting  the business  or affairs  of
the Company   (or any affiliate  of the Company)  in a material  manner.


1934 Act means  the U.S.   Securities  Exchange  Act of 1934,  as amended.


Separation from Service means  the Executive's   cessation  of Employee  status  and shall be deemed  to occur  at such time as the level  of the bona  fide services  the Executive  is to perform  in employee   status  (or as a consultant   or other independent   contractor)  permanently   decreases  to a level  that is not more  than twenty  percent  (20%)  of the average level of services  the Executive   rendered  in employee  status  during  the immediately   preceding  thirty-six  (36) months (or such shorter  period  for which  the Executive  may have  rendered  such service).  Any such determination   as to Separation   from  Service,   however,  shall be made  in accordance   with  the applicable   standards  of the Treasury Regulations   issued  under  Code  Section  409A.


IN WITNESS   WHEREOF,   the parties have executed this Employment Agreement as of the dates indicated below.




NYTEX ENERGY HOLDINGS, INC.
	
		
	Dated this 23th day of June, 2014
	 

	 
	 

	 
	/s/ Michael K. Galvis

	 
	Michael K. Galvis

	 
	Chief Executive Officer






THE EXECUTIVE
	
		
	Dated this 23th day of June, 2014
	 

	 
	 

	 
	/s/ Cory R. Hall

	 
	Cory R. Hall