FY2013 10-K 10.1


EMPLOYMENT  AGREEMENT


THIS  EMPLOYMENT   AGREEMENT   (the "Agreement") is made and entered into effective as of the
20th day of June 2014 by and between NYTEX Energy Holdings, Inc., a Delaware corporation (the
"Company"), and Michael Galvis (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 Chairman and Chief Executive 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 Chairman and Chief Executive 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 Dallas,  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   withholding   taxes  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  of time 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 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 4.4.


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 the Company acknowledges and agrees that the Executivemay 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 the Company with whom Executive worked or about which Executive received Confidential Information, on behalf of any person or entity other than the Company for the purpose of selling any products or providing or performing any services of the type normally sold, provided or performedby 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 relationshipsat the time existing between the Company (or any affiliated company) and its employees, consultantsand 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  409 A 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: Michael Galvis
7007 Elmridge Drive
Dallas, TX  75240


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 other 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 the 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 the 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 20th day of June, 2014
	 

	 
	 

	 
	/s/ Michael K. Galvis

	 
	Michael K. Galvis

	 
	Chief Executive Officer






THE EXECUTIVE
	
		
	Dated this 20th day of June, 2014
	 

	 
	 

	 
	/s/ Michael K. Galvis

	 
	Michael K. Galvis