Exhibit 10.21
 AMENDED AND RESTATED
 EMPLOYMENT AGREEMENT
 BETWEEN
 TETON ENERGY CORPORATION
 And
 Lonnie R. Brock  (Executive)
 THIS EMPLOYMENT AGREEMENT




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DEFINITIONS
 Definitions
 of




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POSITION & DUTIES
 Employment
 Title
 Term provided, however
 Duties and Responsibilities
 Performance of Duties




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Representations and Warranties of the Executive with Respect to Conflicts, Past
Employers and Corporate Opportunities
   provided, however provided, further
 Activities and Interests with Companies Doing Business with the Company Schedule A
 Other Business Opportunities
 Reporting Location




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COMPENSATION
 Compensation
 Base Salary
 Cash Bonus th
 Equity-Based Compensation
   Participation In Benefit Plans
 Retirement Plans
 Taxes
 Life Insurance




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Employee Benefit Plans and Insurance
 Vacation
   Paid Holidays.
 Reimbursement of Expenses
 Relocation Expenses




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Housing and Temporary Lodging
 Severance Benefit.
 Payroll Procedures and Policies
  TERMINATION OF EMPLOYMENT
 Death
 Disability th provided that
 Termination by Company




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Termination by Executive




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Notice of Termination provided, however
 Date of Termination provided, however




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Obligations of the Company upon Termination
 Change of Control
       Death




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Disability
 Good Reason; Other Than for Cause or Change of Control
 Cause; Other Than for Good Reason




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Continuation of Payments During Disputes
   The Wall Street Journal Exhibit
A
  INDEMNIFICATION
 Exhibit A
  CONFIDENTIALITY
 Confidentially; Non-Competition; and Non-Solicitation
 Confidentiality




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Non-Competition provided, however
 Non-Solicitation.
  CHANGE OF CONTROL
 rtain De
 Change of Control Effective Date
 Change of Control Period provided, however




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Change of Control
 provided, however
 provided, however




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MISCELLANEOUS
 .
 Benefit




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Governing Law provided, however
 Counterparts
 Headings
 Severability
 Construction
 Equitable Remedies
 Attorneys Fees




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No Waiver
 Remedies Cumulative
 Amendment
 Entire Contract
 Survival
 Savings Clause Exhibit A
 Modifications and Waivers Exhibit A
 Notices
 If to Executive
 
 If to the Company
 th




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No Limitation
 Non-Binding Mediation
 [Signatures Follow On Next Page]




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IN WITNESS WHEREOF,
 Teton Energy Corporation
    
    
    
    EXECUTIVEBy:


/s/
Karl F. Arleth
    
    
    
    By:
/s/
Lonnie R. BrockName:


    Karl F. Arleth
    
    
    
    Name:


Lonnie R. BrockTitle:

    President & CEO




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Schedule A
 Outside Activities
Lonnie R. Brock
 Date Hiredor
    
    
    
    
    
    
    
    
    
    
    Annual TimeCompany or
    
    Nature of
    
    
    Commenced
    
    
    
    
    
    
    
    
    
    
    Commitment, (timeProject Name
    
    Business
    
    
    Involvement
    
    
    Position
    
    
    Compensation
    
    
    away from office)
  
 [Executive and Company agree that there are no outside activities]




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Exhibit A
Indemnification Agreement




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Exhibit B
 Form of Restricted Stock Agreement