exv10w3






Exhibit 10.3




EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT (“Agreement”) is made by and between Oxford Resources GP, LLC, a
Delaware limited liability company (“Company”), and Michael B. Gardner (“Executive”).



W I T N E S S E T H:




     WHEREAS, Executive is currently employed by Company, which is the general partner of Oxford
Resource Partners, LP (“Oxford LP”), pursuant to that certain Employment Agreement effective as of
September 1, 2007 (the “Existing Agreement”);



     WHEREAS, effective as of the closing of the initial public offering of the common units of
Oxford LP (the “Effective Date”), Company and Executive desire to amend the Existing Agreement in
certain respects and, in connection therewith, the parties desire to enter into this Agreement to
replace and supercede the Existing Agreement in its entirety as provided herein;



     NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations
contained herein, Company and Executive agree as follows, effective as of the Effective Date:



ARTICLE 1: EMPLOYMENT AND DUTIES




     1.1 Employment; Effective Date. Effective as of the Effective Date, and continuing
for the period of time set forth in Article 2 of this Agreement, Executive’s employment by Company
shall be subject to the terms and conditions of this Agreement.



     1.2 Positions. Company shall employ Executive in the position of General Counsel of
Company, or in such other positions as the parties mutually may agree.



     1.3 Duties and Services. Executive agrees to serve in the position referred to in
paragraph 1.2 and to perform diligently and to the best of his abilities the duties and services
appertaining to such office, as well as such additional duties and services appropriate to such
office which the parties mutually may agree upon from time to time. In such capacity, Executive
shall only provide duties and services to Company and its affiliated entities including Oxford LP
and their respective affiliates, and not to any other persons except with the written consent of
the Board of Directors of Company (the “Board”). Executive’s employment shall also be subject to
the policies maintained and established by Company that are of general applicability to Company’s
executive employees, as such policies may be amended from time to time.



     1.4 Other Interests. Executive agrees, during the period of his employment by
Company, to devote substantially all of his primary business time, energy and best efforts to the
business and affairs of Company and its affiliates and not to engage, directly or indirectly, in
any other business or businesses, whether or not similar to that of Company, except with the
consent of the Board. The foregoing notwithstanding, the parties recognize and agree that, for up
to 10 hours per month, Executive may engage in charitable and civic pursuits (including through the













 




provision of legal services in connection therewith) and maintain his positions as Managing
Member of Westchester Capital Management, LLC, the General Partner of Highland Resource Group, L.P.
(an exempt securities offering under Regulation D, Rule 505), Co-Managing General Partner of
Gardner, L.P. (a family limited partnership) and Managing Member of Westchester Energy Ventures,
LLC (an oil and gas joint venture with Excalibur Exploration, Inc.) without the consent of the
Board, as long as such pursuits do not conflict with the business and affairs of Company or its
affiliates or interfere with Executive’s performance of his duties hereunder, which shall be in the
sole good faith determination of the Board.




     1.5 Duty of Loyalty. Executive acknowledges and agrees that Executive owes a
fiduciary duty of loyalty to act at all times in the best interests of Company. In keeping with
such duty, Executive shall make full disclosure to Company of all business opportunities pertaining
to Company’s business and shall not appropriate for Executive’s own benefit business opportunities
concerning Company’s business.



ARTICLE 2: TERM AND TERMINATION OF EMPLOYMENT




     2.1 Term. Unless sooner terminated pursuant to other provisions hereof, Company
agrees to continue the employment of Executive for the period beginning on the Effective Date and
ending on the second anniversary of the Effective Date (the “Initial Expiration Date”); provided,
however, that beginning on the Initial Expiration Date, and on each anniversary of the Initial
Expiration Date thereafter, if this Agreement has not been terminated pursuant to paragraph 2.2 or
2.3, then said term of employment shall automatically be extended for an additional one-year
period, unless on or before the date that is 90 days prior to the first day of any such extension
period either party shall give written notice (an “Expiration Notice”) to the other that no such
automatic extension shall occur.



     2.2 Company’s Right to Terminate. Notwithstanding the provisions of paragraph 2.1,
Company shall have the right to terminate Executive’s employment under this Agreement for any of
the following reasons:




     (i) upon Executive’s death;




     (ii) upon Executive’s disability, which shall mean Executive’s becoming incapacitated
by accident, sickness, or other circumstances which renders him mentally or physically
incapable of performing the duties and services required of him hereunder for 90 or more
days (whether or not consecutive) out of any consecutive 180-day period;




     (iii) for “Cause,” which shall mean Executive has (A) engaged in gross negligence,
gross incompetence or willful misconduct in the performance of the duties required of him
hereunder; (B) refused without proper reason to perform the duties and responsibilities
required of him hereunder; (C) willfully engaged in conduct that is materially injurious to
Company or its affiliates (monetarily or otherwise); (D) committed an act of fraud,
embezzlement or willful breach of fiduciary duty to Company or an affiliate (including the
willful unauthorized disclosure of confidential or proprietary material information of
Company or an affiliate) or (E) been convicted of (or pleaded no contest to) a crime
involving fraud, dishonesty or moral turpitude or any felony; or



-2-









 






     (iv) at any time for any other reason, or for no reason whatsoever, in the sole
discretion of the Board.



     2.3 Executive’s Right to Terminate. Notwithstanding the provisions of paragraph 2.1,
Executive shall have the right to terminate his employment under this Agreement for any of the
following reasons:




     (i) for “Good Reason,” which shall mean, in connection with or based upon (A) a
material diminution in Executive’s responsibilities, duties or authority; (B) a material
diminution in Executive’s base compensation or (C) a material breach by Company of any
material provision of this Agreement; provided, however, that Executive acknowledges and
agrees that Company may in the future, during the term of this Agreement, hire a Chief Legal
Officer to whom Executive may report and such change shall not be considered a “Good Reason”
for purposes of this Agreement; or




     (ii) at any time for any other reason, or for no reason whatsoever, in the sole
discretion of Executive.



     2.4 Notice of Termination. If Company desires to terminate Executive’s employment
hereunder at any time prior to expiration of the term of employment as provided in paragraph 2.1,
it shall do so by giving a 30-day written notice to Executive that it has elected to terminate
Executive’s employment hereunder and stating the effective date and reason for such termination,
provided that no such action shall alter or amend any other provisions hereof or rights arising
hereunder. If Executive desires to terminate his employment hereunder at any time prior to
expiration of the term of employment as provided in paragraph 2.1, he shall do so by giving a
30-day written notice to Company that he has elected to terminate his employment hereunder and
stating the effective date and reason (if any) for such termination, provided that no such action
shall alter or amend any other provisions hereof or rights arising hereunder. In the case of any
notice by Executive of his intent to terminate his employment hereunder for Good Reason, Executive
shall provide Company with notice of the existence of the condition(s) constituting the Good Reason
within 60 days after the initial existence of such condition(s) and Company shall have 30 days
following Executive’s provision of such notice to remedy such condition(s). If Company remedies
the condition(s) constituting the Good Reason within such 30 day period, then Executive’s
employment hereunder or as a post-term employment continuation described in paragraph 4.1, as
applicable, shall continue and his notice of termination shall become void and of no further
effect. If Company does not remedy the condition(s) constituting the Good Reason within such 30
day period, Executive’s employment with Company shall terminate on the date that is 31 days
following the date of Executive’s notice of termination and Executive shall be entitled to receive
the payments and benefits described in paragraph 4.1 or 4.3, as applicable. The notice, remedy
rights and termination timing provisions applicable under this paragraph 2.4 in the case of
Executive’s election to terminate his employment for Good Reason are referred to collectively as
the “Good Reason Termination Procedure.”



     2.5 Deemed Resignations. Any termination of Executive’s employment shall constitute
an automatic resignation of Executive as an officer of Company and each affiliate of Company, an
automatic resignation of Executive from the Board and from the board of directors



-3-









 




or similar governing body of any affiliate of Company, and an automatic resignation from the
board of directors or similar governing body of any corporation, limited liability company or other
entity in which Company or any affiliate holds an equity interest and with respect to which board
or similar governing body Executive serves as Company’s or such affiliate’s designee or other
representative.




ARTICLE 3: COMPENSATION AND BENEFITS




     3.1 Base Salary. During the period of this Agreement, Executive shall receive a
minimum annual base salary of $165,000. Executive’s annual base salary shall be reviewed by the
Board (or a committee thereof) on an annual basis, and, in the sole discretion of the Board (or
such committee), such annual base salary may be increased, but not decreased (except for a decrease
that is consistent with reductions taken generally by other executives of Company), effective as of
any date determined by the Board. Executive’s annual base salary shall be paid in equal
installments in accordance with Company’s standard policy regarding payment of compensation to
executives but no less frequently than monthly.



     3.2 Bonuses and Incentive Compensation. For the calendar year in which falls the
Effective Date, and thereafter during the period of this Agreement, Executive shall be eligible to
receive an annual incentive performance bonus in an amount equal to up to 50% of his annual base
salary (or such greater percentage, if any, as shall be approved by the Board). The amount of
Executive’s annual incentive performance bonus for any calendar year shall be approved from time to
time by the Board, based upon recommendations of the Compensation Committee of the Board
(“Compensation Committee”) and shall be pro-rated for any period of employment by Company during a
calendar year of less than twelve months. The Compensation Committee’s recommendations may take
into account such criteria as it establishes in its discretion, including, without limitation,
recommendations from the Chief Executive Officer of Company. In addition, Executive shall also be
eligible to receive awards under Company’s Long-Term Incentive Plan, as determined by the Board.



     3.3 Other Perquisites. During his employment hereunder, Executive shall be afforded
the following benefits as incidences of his employment:




     (i) Business and Entertainment Expenses — Subject to Company’s standard policies and
procedures with respect to expense reimbursement as applied to its executive employees
generally, Company shall reimburse Executive for, or pay on behalf of Executive, reasonable
and appropriate expenses incurred by Executive for business related purposes, including dues
and fees to industry and professional organizations, professional licensing, continuing
legal education and costs of entertainment and business development.




     (ii) Vacation — For the calendar year during which the Effective Date falls, and
thereafter for each calendar year during the period of this Agreement, Executive shall be
entitled to three weeks of paid vacation (pro-rated for any period of employment by Company
during such calendar year of less than twelve (12) months) and to all holidays provided to
executives of Company generally.



-4-









 






     (iii) Other Company Benefits — Except as provided in paragraph 3.2, Executive and, to
the extent applicable, Executive’s spouse, dependents and beneficiaries, shall be allowed to
participate in all benefits, plans and programs, including improvements or modifications of
the same, which are now, or may hereafter be, available to other executive employees of
Company. Such benefits, plans and programs shall include, without limitation, any profit
sharing plan, thrift plan, health insurance or health care plan, life insurance, disability
insurance, pension plan, supplemental retirement plan, vacation and sick leave plan, and the
like which may be maintained by Company. Company shall not, however, by reason of this
paragraph be obligated to institute, maintain, or refrain from changing, amending, or
discontinuing any such benefit plan or program, so long as such changes are similarly
applicable to executive employees generally.




     (iv) Home Office — Executive agrees to maintain a home office for the convenience of
Company and Company agrees to reimburse Executive for the reasonable and necessary expenses
of telecommuting including, without limitation, telephone, teleconferencing service,
facsimile, high-speed internet access, cellular service, data capable cell phone (Blackberry
or equivalent), personal computer and peripheral equipment.




     (v) Malpractice Insurance — Company shall purchase an Employed Lawyer’s malpractice
insurance policy for Executive covering his actions and omissions on behalf of Company and
its affiliates, with a minimum Limits of Liability of one million dollars ($1,000,000) per
claim and zero Loss and Expense Deductible with the option to purchase an extended reporting
endorsement (“tail coverage”), which Company shall timely purchase for unlimited calendar
months should this policy terminate for any reason, provided that such coverage is available
on commercially reasonable terms.



ARTICLE 4: EFFECT OF TERMINATION ON COMPENSATION




     4.1 Termination by Expiration. If Executive’s employment hereunder shall be
terminated by expiration of the term as provided in paragraph 2.1 hereof (including any extensions
of the term of this Agreement thereunder) because either party has provided an Expiration Notice,
Executive’s employment with Company shall nonetheless continue until such employment is actually
terminated by either Company or Executive upon such expiration or at any time thereafter, with such
actual termination and the effective date thereof to be stated in a written notice to the other
party which is provided in accordance with Section 8.1, and, in the case of a termination following
such expiration by Executive for Good Reason (as described below), such notice shall be provided in
accordance with paragraph 2.4 and the Good Reason Termination Procedure shall apply to any such
termination. In the event an Expiration Notice is provided by either party, all compensation and
all benefits to Executive hereunder shall continue to be provided until the expiration of such
term, and thereafter Executive shall receive such compensation and benefits as are determined by
Company (it being understood that determinations by Company in this regard could provide Executive
with Good Reason for purposes of the immediately following sentence) until his employment with
Company is actually so terminated. Upon such actual termination of Executive’s employment with
Company all compensation and benefits shall terminate contemporaneously with termination of his



-5-









 




employment with Company, except as otherwise provided in the following sentence or under any
other agreement or plan of Company that provides post-termination benefits. Upon any such actual
termination of Executive’s employment with Company which is upon or within 12 months following the
expiration of the term as described in paragraph 2.1 where the Expiration Notice was given by
Company, and subject to paragraph 4.4 below, if Executive’s employment with Company has been
terminated (a) by Company and such termination is for any reason other than a reason encompassed by
paragraph 2.2(i), 2.2(ii), or 2.2(iii) or (b) by Executive for Good Reason (assuming for purposes
of these clauses (a) and (b) only that this Agreement were still in effect continually until and
also at the time of any such termination), then Company shall provide Executive with a lump sum
cash termination payment in an amount equal to 50% of Executive’s annual base salary at the highest
rate in effect at any time upon or following expiration of the term as provided in paragraph 2.1
hereof. Subject to paragraph 4.4, any lump sum cash termination payment due to Executive pursuant
to the preceding sentence shall be paid to Executive on the sixtieth (60th) day after
the date of Executive’s actual termination of employment with Company. For purposes of clarity,
Executive’s termination of employment hereunder by expiration of the term as provided in paragraph
2.1 hereof is the only circumstance where Executive’s employment with Company may continue
following a termination of employment hereunder, so that a termination of Executive’s employment
hereunder under any other provisions of this Agreement automatically also results in an actual
termination of Executive’s employment with Company.




     4.2 Termination by Company. If Executive’s employment hereunder shall be terminated
by Company prior to expiration of the term provided in paragraph 2.1, then, upon such termination,
except as hereinafter provided, all compensation and benefits to Executive hereunder shall
terminate contemporaneously with the termination of such employment (except as otherwise provided
under any other agreement or plan of Company that provides post-termination benefits); provided,
however, that, subject to paragraph 4.4 below, if such termination shall be for any reason other
than the expiration of the term as described in paragraph 4.1 or any reason other than a reason
encompassed by paragraph 2.2(i), 2.2(ii), or 2.2(iii), then Company shall provide Executive with a
lump sum cash payment equal to one times Executive’s annual base salary at the rate in effect under
paragraph 3.1 on the date of such termination. Subject to paragraph 4.4, any lump sum cash payment
due to Executive pursuant to the preceding sentence shall be paid to Executive on the sixtieth
(60th) business day after the date of Executive’s termination of employment with
Company.



     4.3 Termination by Executive. If Executive’s employment hereunder shall be terminated
by Executive prior to expiration of the term provided in paragraph 2.1, then, upon such
termination, except as hereinafter provided, all compensation and benefits to Executive hereunder
shall terminate contemporaneously with the termination of such employment (except as otherwise
provided under any other agreement or plan of Company that provides post-termination benefits);
provided, however, that, subject to paragraph 4.4 below, if such termination occurs for Good
Reason, then Company shall provide Executive with a lump sum cash payment equal to one times
Executive’s annual base salary at the rate in effect under paragraph 3.1 on the date of such
termination. Subject to paragraph 4.4, any lump sum cash payment due to Executive pursuant to this
paragraph shall be paid to Executive on the sixtieth (60th) business day after the date
of Executive’s termination of employment with Company.



-6-









 





     4.4 Release and Full Settlement. Anything to the contrary herein notwithstanding, as
a condition to the receipt of the termination payments under paragraph 4.1, 4.2 or 4.3 hereof, as
applicable, Executive shall first execute a release, in the form established by the Board,
releasing the Board, Company, and Company’s parent corporation, subsidiaries, affiliates, and their
respective shareholders, partners, officers, directors, employees, attorneys and agents from any
and all claims and from any and all causes of action of any kind or character including, but not
limited to, all claims or causes of action arising out of Executive’s employment with Company or
its affiliates or the termination of such employment, but excluding all claims to vested benefits
and payments Executive may have under any compensation or benefit plan, program or arrangement,
including this Agreement. Executive shall provide such release no later than 50 days after the
date of his termination of employment with Company and, as a condition to Company’s obligation to
provide termination payments in accordance with paragraphs 4.1, 4.2 and 4.3, Executive shall not
revoke such release. The performance of Company’s obligations hereunder and the receipt of any
termination payments provided under paragraphs 4.1, 4.2 and 4.3 shall constitute full settlement of
all such claims and causes of action.



     4.5 No Duty to Mitigate Losses. Executive shall have no duty to find new employment
following the termination of his employment under circumstances which require Company to pay any
amount to Executive pursuant to this Article 4. Any salary or remuneration received by Executive
from a third party for the providing of personal services (whether by employment or by functioning
as an independent contractor) following the termination of his employment under circumstances
pursuant to which this Article 4 apply shall not reduce Company’s obligation to make a payment to
Executive (or the amount of such payment) pursuant to the terms of this Article 4.



     4.6 Liquidated Damages. In light of the difficulties in estimating the damages for an
early termination of Executive’s employment under this Agreement, Company and Executive hereby
agree that the payments, if any, to be received by Executive pursuant to this Article 4 shall be
received by Executive as liquidated damages.



     4.7 Section 409A Matters. Notwithstanding any provision in this Agreement to the
contrary, if Executive is a specified employee (within the meaning of Section 409A(a)(2)(B)(i) of
the Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidance
thereunder and determined in accordance with any method selected by Company that is permitted under
the regulations issued under Section 409A of the Code), and the payment of any amount or benefit
under this Agreement to or on behalf of Executive would be subject to additional taxes and interest
under Section 409A of the Code because the timing of such payment is not delayed as provided in
Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then any such payment or
benefit that Executive would otherwise be entitled to during the first six months following the
date of Executive’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of the
Code and applicable administrative guidance thereunder) shall be accumulated and paid or provided,
as applicable, on the date that is six months after Executive’s separation from service (or if such
date does not fall on a business day of Company, the next following business day of Company), or
such earlier date upon which such amount can be paid or provided under Section 409A of the Code
without being subject to such additional taxes and interest; provided, however, that Executive
shall be entitled to receive the maximum amount permissible under Section 409A of the Code and the
applicable administrative



-7-









 




guidance thereunder during the six-month period following his separation from service that
will not result in the imposition of any additional tax or penalties on such amount. For all
purposes of this Agreement, Executive shall be considered to have terminated employment with
Company when Executive incurs a “separation from service” with Company within the meaning of
Section 409A(a)(2)(A)(i) of the Code and the applicable administrative guidance issued thereunder.
To the extent that Section 409A of the Code is applicable to this Agreement, the provisions of this
Agreement shall be interpreted as necessary to comply with such section and the applicable
administrative guidance issued thereunder.




     4.8 Other Benefits. This Agreement governs the rights and obligations of Executive
and Company with respect to Executive’s base salary and certain perquisites of employment. Except
as expressly provided herein, Executive’s rights and obligations both during the term of his
employment and thereafter with respect to his ownership rights in Oxford LP, and other benefits
under the plans and programs maintained by Company shall be governed by the separate agreements,
plans and the other documents and instruments governing such matters.



ARTICLE 5: PROTECTION OF CONFIDENTIAL INFORMATION




     5.1 Disclosure to and Property of Company. All information, designs, ideas, concepts,
improvements, product developments, discoveries and inventions, whether patentable or not, that are
conceived, made, developed or acquired by Executive, individually or in conjunction with others,
during the period of Executive’s employment by Company (whether during business hours or otherwise
and whether on Company’s premises or otherwise) that relate to Company’s (or any of its
affiliates’) business, trade secrets, products or services (including, without limitation, all such
information relating to corporate opportunities, product specification, compositions, manufacturing
and distribution methods and processes, research, financial and sales data, pricing terms,
evaluations, opinions, interpretations, acquisitions prospects, the identity of customers or their
requirements, the identity of key contacts within the customer’s organizations or within the
organization of acquisition prospects, marketing and merchandising techniques, business plans,
computer software or programs, computer software and database technologies, prospective names and
marks) (collectively, “Confidential Information”) shall be disclosed to Company and are and shall
be the sole and exclusive property of Company (or its affiliates). Moreover, all documents,
videotapes, written presentations, brochures, drawings, memoranda, notes, records, files,
correspondence, manuals, models, specifications, computer programs, E-mail, voice mail, electronic
databases, maps, drawings, architectural renditions, models and all other writings or materials of
any type embodying any of such information, ideas, concepts, improvements, discoveries, inventions
and other similar forms of expression (collectively, “Work Product”) are and shall be the sole and
exclusive property of Company (or its affiliates). Upon Executive’s termination of employment with
Company, for any reason, Executive promptly shall deliver such Confidential Information and Work
Product, and all copies thereof, to Company.



     5.2 Disclosure to Executive. Company has and will disclose to Executive, or place
Executive in a position to have access to or develop, Confidential Information and Work Product of
Company (or its affiliates); and/or has and will entrust Executive with business opportunities of
Company (or its affiliates); and/or has and will place Executive in a position to develop business
good will on behalf of Company (or its affiliates). Executive agrees to preserve and



-8-









 




protect the confidentiality of all Confidential Information or Work Product of Company (or its
affiliates).




     5.3 No Unauthorized Use or Disclosure. Executive agrees that he will not, at any time
during or after Executive’s employment by Company, make any unauthorized disclosure of, and will
prevent the removal from Company premises of, Confidential Information or Work Product of Company
(or its affiliates), or make any use thereof, except in the carrying out of Executive’s
responsibilities during the course of Executive’s employment with Company. Executive shall use
commercially reasonable efforts to cause all persons or entities to whom any Confidential
Information shall be disclosed by him hereunder to observe the terms and conditions set forth
herein as though each such person or entity was bound hereby. Executive shall have no obligation
hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof
is specifically required by law; provided, however, that in the event disclosure is required by
applicable law, Executive shall provide Company with prompt notice of such requirement prior to
making any such disclosure, so that Company may seek an appropriate protective order or otherwise
contest such disclosure. At the request of Company at any time, Executive agrees to deliver to
Company all Confidential Information that he may possess or control. Executive agrees that all
Confidential Information of Company (whether now or hereafter existing) conceived, discovered or
made by him during the period of Executive’s employment by Company exclusively belongs to Company
(and not to Executive), and Executive will promptly disclose such Confidential Information to
Company and perform all actions reasonably requested by Company to establish and confirm such
exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s
obligations under this Article 5. As a result of Executive’s employment by Company, Executive may
also from time to time have access to, or knowledge of, Confidential Information or Work Product of
third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company
and its affiliates. Executive also agrees to preserve and protect the confidentiality of such
third party Confidential Information and Work Product to the same extent, and on the same basis, as
Company’s Confidential Information and Work Product.



     5.4 Ownership by Company. If, during Executive’s employment by Company, Executive
creates any work of authorship fixed in any tangible medium of expression that is the subject
matter of copyright (such as videotapes, written presentations, or acquisitions, computer programs,
E-mail, voice mail, electronic databases, drawings, maps, architectural renditions, models,
manuals, brochures, or the like) relating to Company’s business, products, or services, whether
such work is created solely by Executive or jointly with others (whether during business hours or
otherwise and whether on Company’s premises or otherwise), including any Work Product, Company
shall be deemed the author of such work if the work is prepared by Executive in the scope of
Executive’s employment; or, if the work is not prepared by Executive within the scope of
Executive’s employment but is specially ordered by Company as a contribution to a collective work,
as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work,
as a compilation, or as an instructional text, then the work shall be considered to be work made
for hire and Company shall be the author of the work. If such work is neither prepared by
Executive within the scope of Executive’s employment nor a work specially ordered that is deemed to
be a work made for hire, then Executive hereby agrees to assign, and by these presents does assign,
to Company all of Executive’s worldwide right, title, and interest in and to such work and all
rights of copyright therein.



-9-









 





     5.5 Assistance by Executive. During the period of Executive’s employment by Company
and thereafter, Executive shall assist Company and its nominee, at any time, in the protection of
Company’s (or its affiliates’) worldwide right, title and interest in and to Work Product and the
execution of all formal assignment documents requested by Company or its nominee and the execution
of all lawful oaths and applications for patents and registration of copyright in the United States
and foreign countries.



     5.6 Remedies. Executive acknowledges that money damages would not be sufficient
remedy for any breach of this Article 5 by Executive, and Company or its affiliates shall be
entitled to enforce the provisions of this Article 5 by terminating payments then owing to
Executive under this Agreement or otherwise and to specific performance and injunctive relief as
remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive
remedies for a breach of this Article 5 but shall be in addition to all remedies available at law
or in equity, including the recovery of damages from Executive and his agents.



ARTICLE 6: NON-COMPETITION OBLIGATIONS




     6.1 Non-competition Obligations. As part of the consideration for the compensation
and benefits to be paid to Executive hereunder; to protect the trade secrets and confidential
information of Company and its affiliates that have been or will in the future be disclosed or
entrusted to Executive, the business good will of Company and its affiliates that has been and will
in the future be developed in Executive, or the business opportunities that have been and will in
the future be disclosed or entrusted to Executive by Company and its affiliates; and as an
additional incentive for Company to enter into this Agreement, Company and Executive agree to the
provisions of this Article 6. Executive agrees that during the period of Executive’s
non-competition obligations hereunder, Executive shall not, directly or indirectly for Executive or
for others, in any geographic area or market where Company is conducting any business as of the
date of termination of the employment relationship:




	 	(i)	 	engage in any business that is competitive with the business conducted by
Company;
	 
	 	(ii)	 	render any advice or services to, or otherwise assist, any other person,
association, or entity who is engaged, directly or indirectly, with any business that
is competitive with the business conducted by Company;
	 
	 	(iii)	 	induce any employee of Company or its affiliates to terminate his or her
employment with Company or its affiliates, or hire or assist in the hiring of any such
employee by any person, association, or entity not affiliated with Company; or
	 
	 	(iv)	 	request or cause any customer of Company or its affiliates to terminate any
business relationship with Company or its affiliates.




The non-competition obligations under this Agreement shall apply during the period that Executive
is employed by Company and shall continue for 12 months after the date of the termination of
Executive’s employment with Company for any reason except any termination of this Agreement
pursuant to paragraph 2.1 (Termination by Expiration). For the avoidance of






-10-









 







doubt, the non-competition obligations under this Agreement shall not continue after the date of
the termination of Executive’s employment with Company if such termination occurs for any reason at
any time at or after the expiration of this Agreement as provided in paragraph 2.1 by reason of
either Company or Executive having given an Expiration Notice pursuant to paragraph 2.1. Executive
understands that the foregoing restrictions may limit Executive’s ability to engage in certain
businesses anywhere in the world during the period provided for above, but acknowledges that
Executive will receive sufficiently high remuneration and other benefits under this Agreement to
justify such restriction.




     6.2 Enforcement and Remedies. Executive acknowledges that money damages would not be
sufficient remedy for any breach of this Article 6 by Executive, and Company shall be entitled to
enforce the provisions of this Article 6 by terminating any payments then owing to Executive under
this Agreement and/or to specific performance and injunctive relief as remedies for such breach or
any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of
this Article 6, but shall be in addition to all remedies available at law or in equity to Company,
including, without limitation, the recovery of damages from Executive and Executive’s agents
involved in such breach and remedies available to Company pursuant to other agreements with
Executive.



     6.3 Reformation. It is expressly understood and agreed that Company and Executive
consider the restrictions contained in this Article 6 to be reasonable and necessary to protect the
proprietary information of Company and its affiliates. Nevertheless, if any of the aforesaid
restrictions are found by a court having jurisdiction to be unreasonable, or overly broad as to
geographic area or time, or otherwise unenforceable, the parties intend for the restrictions
therein set forth to be modified by such courts so as to be reasonable and enforceable and, as so
modified by the court, to be fully enforced.



ARTICLE 7: NONDISPARAGEMENT




     Executive shall refrain, both during the employment relationship and after the employment
relationship terminates, from publishing any oral or written statements about Company, its
affiliates, or any of such entities’ officers, employees, agents or representatives that (i) are
slanderous, libelous, or defamatory; (ii) disclose private or confidential information about
Company, its affiliates, or any of such entities’ business affairs, officers, employees, agents, or
representatives; (iii) constitute an intrusion into the seclusion or private lives of the officers,
employees, agents, or representatives of Company or its affiliates; (iv) give rise to unreasonable
publicity about the private lives of the officers, employees, agents, or representatives of Company
or its affiliates; (v) place Company, its affiliates, or any of such entities’ officers, employees,
agents, or representatives in a false light before the public; or (vi) constitute a
misappropriation of the name or likeness of Company, its affiliates, or any of such entities’
officers, employees, agents, or representatives. A violation or threatened violation of this
prohibition may be enjoined by the courts. The rights afforded Company and its affiliates under
this provision are in addition to any and all rights and remedies otherwise afforded by law.



     Company agrees that, both during Executive’s employment relationship and after the employment
relationship terminates, Company, its affiliates, and such entities’ officers, employees, agents or
representatives shall refrain from publishing any oral or written statements



-11-









 




about Executive that (i) are slanderous, libelous, or defamatory; (ii) disclose private or
confidential information about Executive; (iii) constitute an intrusion into the seclusion or
private life of Executive; (iv) give rise to unreasonable publicity about the private life of
Executive; (v) place Executive in a false light before the public; or (vi) constitute a
misappropriation of the name or likeness of Executive. A violation or threatened violation of this
prohibition may be enjoined by the courts. The rights afforded Executive under this provision are
in addition to any and all rights and remedies otherwise afforded by law.




     The nondisparagement obligations of this Article 7 shall not apply to communications with law
enforcement or required testimony under law or court process.



ARTICLE 8: MISCELLANEOUS




     8.1 Notices. For purposes of this Agreement, notices and all other communications
provided for herein shall be in writing and shall be deemed to have been duly given when personally
delivered or when mailed by United States registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:



	 	 	 	 	 

	 

	 	If to Company to:
	 	Oxford Resources GP, LLC
	 

	 	 	 	544 Chestnut Street
	 

	 	 	 	P.O. Box 427
	 

	 	 	 	Coshocton, Ohio 43812
	 

	 	 	 	Attention: Chairman of the Board
	 
	 	 	 	 
	 

	 	with a copy to:
	 	AIM Infrastructure MLP Fund, L.P.
	 

	 	 	 	950 Tower Lane
	 

	 	 	 	Suite 800
	 

	 	 	 	Foster City, California 94404
	 

	 	 	 	Attention: Brian D. Barlow and Matthew P. Carbone
	 
	 	 	 	 
	 

	 	If to Executive to:
	 	Michael B. Gardner
	 

	 	 	 	22132 Westchester Road
	 

	 	 	 	Shaker Heights, Ohio 44122





or to such other address as either party may furnish to the other in writing in accordance
herewith, except that notices or changes of address shall be effective only upon receipt.




     8.2 Applicable Law. This Agreement is entered into under, and shall be governed for
all purposes by, the laws of the State of Ohio.



     8.3 No Waiver. No failure by either party hereto at any time to give notice of any
breach by the other party of, or to require compliance with, any condition or provision of this
Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or
at any prior or subsequent time.



     8.4 Severability. If a court of competent jurisdiction determines that any provision
of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of that



-12-









 




provision shall not affect the validity or enforceability of any other provision of this
Agreement, and all other provisions shall remain in full force and effect.




     8.5 Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together will constitute one and the same
agreement.



     8.6 Withholding of Taxes and Other Employee Deductions. Company may withhold from any
benefits and payments made pursuant to this Agreement or otherwise all federal, state, city and
other taxes as may be required pursuant to any law or governmental regulation or ruling and all
other normal employee deductions made with respect to Company’s employees generally.



     8.7 Headings. The paragraph headings have been inserted for purposes of convenience
and shall not be used for interpretive purposes.



     8.8 Gender and Plurals. Wherever the context so requires, the masculine gender
includes the feminine or neuter, and the singular number includes the plural and conversely.



     8.9 Affiliate. As used in this Agreement, the term “affiliate” shall mean any entity
which owns or controls, is owned or controlled by, or is under common ownership or control with,
Company.



     8.10 Assignment and Assumption. This Agreement shall be binding upon and inure to the
benefit of Company and any successor of Company, by merger or otherwise. This Agreement shall also
be binding and inure to the benefit of Executive and his heirs. Except as provided in the
preceding provisions of this paragraph 8.10, this Agreement, and the rights and obligations of the
parties hereunder, are personal and neither this Agreement, nor any right, benefit, or obligation
of either party hereto, shall be subject to voluntary or involuntary assignment, alienation or
transfer, whether by operation of law or otherwise, without the prior written consent of the other
party.



     8.11 Term. This Agreement has a term co-extensive with the term of employment
provided in Article 2. Termination shall not affect any right or obligation of any party which is
accrued or vested prior to such termination. The provisions of paragraphs 2.4, 2.5, 4.1, 4.4, 4.5,
4.6, 4.7 and 4.8 and Articles 5, 6, 7 and 8 shall survive any termination of this Agreement.



     8.12 Entire Agreement. Except as provided in the Excepted Plans/Agreements (as
defined below), as of the Effective Date, this Agreement will constitute the entire agreement of
the parties with regard to the subject matter hereof, and will contain all the covenants, promises,
representations, warranties and agreements between the parties with respect to employment of
Executive by Company. Without limiting the scope of the preceding sentence, all understandings and
agreements preceding the date of execution of this Agreement and relating to the subject matter
hereof (other than the Excepted Plans/Agreements), including without limitation the Existing
Agreement, are as of the Effective Date superseded by and null and void and of no further force and
effect. Any modification of this Agreement will be effective only if it is in writing and signed
by the party to be charged. For purposes hereof, the “Excepted Plans/Agreements” are (i) the
written benefit plans and programs referenced in paragraph 3.3(iii)



-13-









 




(and any agreements between Company and Executive that have been executed under such plans and
programs) and paragraph 4.8, (ii) any signed written agreement contemporaneously or hereafter
executed by Company and Executive and (iii) any exceptions provided for in the terms of this
Agreement.




     8.13 Legal Expenses; Indemnification. If Executive incurs legal costs and expenses
(including reasonable attorneys’ fees) in any contest relating to rights under this Agreement and
prevails in such contest, Company shall reimburse Executive (and his heirs, executors, and
administrators) for his reasonable legal costs and expenses (including reasonable attorneys’ fees)
incurred with respect to such contest. Executive shall be indemnified and held harmless by Company
during the term of this Agreement and following any termination of this Agreement for any reason
whatsoever in the same manner as would any other key management employee of Company with respect to
acts or omissions occurring prior to (a) the termination of this Agreement or (b) the termination
of employment of Executive.



     8.14 Liability Insurance. Company shall maintain a directors’ and officers’ insurance
liability policy throughout the term of this Agreement and shall provide Executive with coverage
under such policy on terms not less favorable than provided to other Company directors and
officers.



     8.15 Arbitration.




     (i) Company and Executive agree to submit to final and binding arbitration any and all
disputes or disagreements concerning the interpretation or application of this Agreement,
the termination of this Agreement, or any other aspect of the Executive’s employment
relationship with Company. Any such dispute or disagreement will be resolved by arbitration
in accordance with the National Rules for the Resolution of Employment Disputes of the
American Arbitration Association before a single arbitrator. Arbitration will take place in
Columbus, Ohio, unless the parties mutually agree to a different location. Company and
Executive agree that the decision of the arbitrator will be final and binding on both
parties. Any court having jurisdiction may enter a judgment upon the award rendered by the
arbitrator. The costs of the proceedings shall be borne equally by the parties unless the
arbitrator orders otherwise.




     (ii) Notwithstanding the provisions of paragraph 8.15(i), (a) Company may, if it so
chooses, bring an action in any court of competent jurisdiction for temporary or preliminary
injunctive relief to enforce Executive’s obligations under Articles 5, 6 or 7 hereof,
pending a decision by the arbitrator in accordance with paragraph 8.15(i), and (b) Executive
may, if he so chooses, bring an action in any court of competent jurisdiction for temporary
or preliminary injunctive relief to enforce Company’s obligations under Article 7 hereof,
pending a decision by the arbitrator in accordance with paragraph 8.15(i). In any such
action by Company, Executive may raise in such court any objections that he may have with
regard to the enforceability of his obligations under Articles 5, 6 or 7 hereof.



-14-









 





     8.16 Provisions Regarding Effective Date. As indicated in this Agreement, this
Agreement is effective as of the Effective Date, and accordingly in connection therewith the
parties agree that the following shall apply:




     (i) This Agreement shall from and after its execution by the parties be an agreement
binding upon and enforceable by both Company and Executive subject to the application of the
provisions hereof generally being effective as of the Effective Date.




     (ii) The employment of Executive by Company shall continue to be governed by the terms
of the Existing Agreement until the Effective Date.




     (iii) In the event that the employment of Executive by Company terminates at any time
prior to the Effective Date, such termination shall be governed by the terms of the Existing
Agreement and this Agreement shall be null and void and of no force and effect.




     (iv) In the event that the Effective Date does not occur on or before December 31,
2010, this Agreement shall be null and void and of no force and effect and the Existing
Agreement shall continue in full force and effect.



[Signature page follows.]




-15-









 






     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the ___day of
                    , 2010, to be effective as of the Effective Date.



	 	 	 	 	 
	 	Oxford Resources GP, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	Charles C. Ungurean 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 
	 	“COMPANY” 
 	 
	 	 	 
	 	
 	 
	 	Michael B. Gardner 	 
	 
	 	“EXECUTIVE” 	 
	 



[Signature Page to Employment Agreement]