Exhibit 10.16


Exhibit 10.16





MAGNUM HUNTER
RESOURCES CORPORATION


October 31, 2013


Ronald D. Ormand
33 B East Broad Oaks Houston, Texas 77056


Re:    Your Voluntary Separation Dear Ron:
This letter agreement (this "Agreement") is intended to confirm the details of your voluntary separation, as an officer and employee and in any other capacity, from Magnum Hunter Resources Corporation and all of its subsidiaries, affiliates and related entities (referred to collectively as the "Company" or "we"), to secure your agreement regarding your pay and other benefits, and to obtain your waiver of any claims against the Company. I n consideration of the promises and conditions set forth below, and intending to be legally bound, you and the Company agree as follows:


1.Separation from Employment: Your last day of employment with the Company, October 31, 2013, will be referred to as the "Separation Date". You and the Company acknowledge that your employment ends at the close of business on the Separation Date and that you are eligible to receive certain benefits as further set forth in this Agreement. You also ceased to serve as a director, manager, and officer of the Company and in any other representative capacity of the Company, al l as of your Separation Date. This includes, without limitation, all duties as an officer of Magnum Hunter Resources Corporation and any and all positions as a director, manager and officer of all subsidiaries and affiliates of Magnum Hunter Resources Corporation.


2.Return   of  Company  Property:  You  agree  that  you  will  immediately  return  to  the Company  all  Company  property,  including,  without  limitation,  reports,  files,  memoranda,   records, computer hardware, software, credit cards, mobile phone, laptop computer, door and file keys, computer access codes or disks and instructional manuals, and that you will not retain  any  copies,  duplicates, reproductions or  excerpts thereto, except that the Company agrees that you may retain the  Samsung mobile phone issued to you by the Company (and the associated mobile phone number).


3.Separation Benefits: Provided you (i) sign this Agreement and do not revoke your signature as set forth below in Paragraphs 6 and 7, and (ii) comply with the terms of this Agreement, the Company will provide you with the payments and other benefits described below.  Income will be imputed to you in connection with these payments and benefits as required by applicable law and the Company will withhold any amounts required by applicable law. You will be responsible for any taxes related to your receipt of this income. You acknowledge that the provision of the pay and other benefits specified below completely satisfies any obligations that the Company has or may have to you.


		
	(a)
	You will be paid your accrued and unpaid salary through the Separation Date, in accordance with the Company's normal payroll practices, and you acknowledge that the Company does not owe you any accrued but unused vacation pay through the Separation Date. You will be reimbursed  in accordance with Company policy for any substantiated



777 POST OAK BLVD. • SUITE 650 • HOUSTON, TX 77056 • OFFICE (832) 369-6986 • FAX (832) 369-6992
www.MagnumHunterResources.com  • A NYSE COMPANY: "MHR"


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but previously unreimbursed business expenses, provided you furnish the Company with proper evidence of and a reimbursement request for such business expenses within five business days from the date of this Agreement. Payments under various employee plans, programs, and other arrangements are addressed elsewhere in this Agreement.


		
	(b)
	As soon as practicable following the Effective Date (as defined below), you will be paid a separation payment of One Hundred Thirty Seven Thousand Five Hundred Dollars ($137,500.00). You acknowledge that this payment amount is not an amount otherwise due to you.




		
	(c)
	The Company understands that information regarding your health and welfare benefit coverage (to the extent such coverage was previously provided to you by or through Oasis), as such coverage is affected by your separation of employment from the Company, will be provided to you by Oasis. If you elect COBRA continuation coverage for medical benefits through Oasis, the Company will reimburse you the cost of this coverage for you and your family through April 30, 2014. The Company will reimburse you promptly after you submit sufficient evidence of the continuation coverage costs you incur. Your reimbursement payments will be subject to applicable withholding and you will be responsible for any taxes related to your receipt of this income.




		
	(d)
	Under the Magnum Hunter Resources Corporation Stock Incentive Plan, as amended, your unvested awards under that plan are forfeited as of your Separation Date. Your vested, outstanding stock options under that plan as of the Separation Date will remain exercisable for three months from your Separation Date, subject to the terms of the Stock Incentive Plan and the applicable stock option agreements. You acknowledge that you have read and understand the terms of the Stock Incentive Plan, as amended.




		
	(e)
	Pursuant to the terms of the Magnum Hunter Resources Corporation 40 l (k) Employee Stock Ownership Plan and in compliance with federal law, your eligibility for contributions under the plan will end on your Separation Date. You will be eligible for a distribution from the plan in accordance with its terms.




You authorize the Company to deduct from the amounts set forth in this Paragraph 3 amounts, if any, owed by you to the Company for personal expenditures charged to the Company or other amounts that you have agreed to pay to or are contractually obligated to pay the Company.


4.Cooperation: You agree that, upon reasonable notice and without additional compensation, you will make yourself available to the Company regarding any inquiry associated with any present or future internal investigation or any present or future pending or threatened administrative, regulatory, or judicial proceeding or claim, whether by or against the Company or in connection with the business of the Company. You understand and agree that your cooperation may include, but is not limited to, making yourself available upon reasonable notice for interviews and factual investigations, appearing at the Company's request to give testimony without requiring service of a subpoena or other legal process, meeting with the Company and/or its attorneys, and providing the Company with pertinent information and/or relevant documents which are in, or may come into, your possession.  You further agree that any communications to or by you, whether written, verbal, or electronic, regarding any dispute, claim, regulatory proceeding or litigation in which the Company is  involved  or may  become  involved with a third party or parties will require you to give notice to the Company and may not take place outside of the attendance and/or participation by Company counsel. During this performance, you will not be considered an employee of the Company within the meaning or application of any federal, state or local laws or regulations, including, but not limited to, laws or regulations covering unemployment insurance,



777 POST OAK BLVD. • SUITE 650 • HOUSTON, TX 77056 • OFFICE (832) 369-6986 • FAX (832) 369-6992
www.MagnumHunterResources.com  • A NYSE COMPANY: "MHR"


Page 3 of 7                                                                                                                                                                           


retirement benefits, workers' compensation insurance, industrial accident, labor or taxes of any kind. Furthermore, you will have no authority to bind the Company, and will not be eligible to participate in any benefit plans, programs or arrangements offered or provided, or which may in the future be offered or provided, by the Company to its employees. Your obligation to provide the services, assistance and cooperation described in this Paragraph shall terminate upon termination of the Indemnification Agreement (as defined below) in accordance with the provisions of paragraph 15 of the Indemnification Agreement. Any consulting services that you may be asked to provide the Company beyond the scope of this Paragraph will be addressed in a separate written agreement.


5.Waiver and Release: In exchange for the special separation benefits promised to you in this Agreement, and as a material inducement for that promise, you hereby WAIVE, RELEASE and FOREVER DISCHARGE the Company and/or related persons from any and all claims, demands, causes of action, attorneys' fees, rights and liabilities of every kind (whether or not you now know them to exist) which you ever had, now have or may have against the Company and/or related persons for any reason or any matter, cause or thing whatsoever, through the later of the Separation Date or the date you execute this Agreement (collectively, "Claims"), including, but not limited to, any and all Claims under,  arising out of or related to (i) your employment or service with the Company and/or related persons or the termination of your employment or service, or (ii) any employment agreement, stock option agreement, restricted stock agreement or change-in-control severance benefits agreement to which you are or were a party. This WAIVER and RELEASE includes, but is not limited to,  any  Claim  for  unlawful discrimination under the Age  Discrimination in Employment Act of 1967, as amended  (the "ADEA''); Title VII of the Civil Rights Act of  1964, as amended; the Americans with  Disabilities Act of 1990, 42
U.S.C.    § 1981; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act of 1993; the Employee Retirement Income Security Act of 1974; the Civil Rights Act of 1991; the Equal Pay Act; and any Claim under any other federal, state or local constitution, statute, rule, regulation or ordinance relating to your employment, the termination of your employment, or for breach of contract, wrongful discharge, tort or other civil wrong. To the fullest extent permitted by law, you PROM ISE NOT TO SUE or bring any lawsuit related to the Claims you are waiving by this Agreement against the Company and/or related persons in the future, individually or as a member of a class, except to seek a determination of the validity of the waiver of your rights under the ADEA. You will immediately withdraw with prejudice any such  lawsuit that you have initiated before the Effective Date (as defined below) of this Agreement. You acknowledge that, although this provision prohibits you from filing or maintaining a lawsuit concerning Claims covered by this Agreement, it does  not  prohibit  you  from lodging a charge or complaint with any governmental agency or participating  in a governmental agency investigation. Notwithstanding the foregoing, you agree to waive your right to recover monetary damages in any charge, complaint or lawsuit filed by you or by anyone else on your behalf.  You specifically release all Claims under the ADEA relating to your employment and its termination.


		
	(a)
	If you violate this Agreement by bringing or maintaining a lawsuit contrary to this Paragraph, you will pay all costs and expenses of the Company and/or related persons in defending against such charges, claims or actions brought by you or on your behalf, including reasonable attorneys' fees, and will be required to give back, at the Company's sole discretion, the value of anything paid by the Company in exchange for this Agreement. The remedies set forth in this subparagraph will not apply to any challenge to the validity of the waiver and release of your rights under the ADEA. If you challenge the validity of the waiver and release of your rights under the ADEA, then the Company's right to attorneys' fees and costs will be governed by the provisions of the ADEA, so that the Company may recover such fees and costs if the lawsuit is brought by you in bad faith. Any such action permitted to the Company by this subparagraph, however, will not affect or impair any of your obligations under this Agreement, including without limitation, the release of Claims in Paragraph 5.





777 POST OAK BLVD. • SUITE 650 • HOUSTON, TX 77056 • OFFICE (832) 369-6986 • FAX (832) 369-6992
www.MagnumHunterResources.com  • A NYSE COMPANY: "MHR"


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	(b)
	As referred to in this Agreement, "the Company and/or related persons" includes the Company, its parents, subsidiaries, affiliates and divisions, any employee benefit plan or trust sponsored by the Company, its parents, subsidiaries, affiliates and divisions, any fiduciaries or administrative personnel involved with those employee benefit plans, the respective successors and assigns of all the aforementioned individuals and entities, and all of their past and  present directors, managers, officers, representatives, shareholders, agents, and employees, whether as individuals or in their official capacity, and the respective heirs and personal representatives of any of them.




		
	(c)
	This Agreement and your promise not to sue are binding on you, your heirs, legal representatives and assigns.




		
	(d)
	You do not waive any of your vested benefits under the Magnum Hunter Resources Corporation 401(k) Employee Stock Ownership Plan, vested benefits under the Magnum Hunter Resources Corporation Stock Incentive Plan (or under your  stock  option agreements under that plan), or rights under applicable workers' compensation laws.




6.Employee Review: You acknowledge that you have read this Agreement in its entirety, fully understand its meaning and are executing this Agreement voluntarily and of your own free will with full knowledge of its significance. You acknowledge and warrant that you have had the opportunity to consider for 21 days the terms and provisions of this Agreement. We will keep the offer open for that period of time. You are advised to consult with an attorney before you sign this Agreement. You may execute this Agreement prior to the conclusion of the 21-day period, and if you elect to do so, you acknowledge that you have done so voluntarily. If we do not receive this Agreement executed within the 21-day period, this offer will be deemed withdrawn and this Agreement will be void.


7.Revocation Period and Effective Date: You have the right to revoke this Agreement within seven (7) days after you sign it.  Your notice of revocation must be in writing and delivered pursuant to Paragraph 17. This Agreement will not be effective or enforceable against the Company until fifteen (15) clays after it has received your signed copy of this Agreement. That will be the "Effective Date" of this Agreement. If you timely revoke this Agreement, it will not become effective in any respect, and you will not receive the special severance benefits.


8.Confidentiality; Non-disparagement: You agree to keep the terms of this Agreement confidential. You agree not at any time to talk about, write about, discuss or otherwise publicize the terms or existence of this Agreement to anyone other than your legal, tax or other financial advisors or immediate family members, except in response to a subpoena, court directive or otherwise as required by law. Any such disclosure to any of the preceding will also include a disclosure of this confidentiality provision and the securing of such person's or entity's agreement to be bound by it. You will not, directly or indirectly, disparage, denigrate or defame the Company and/or related persons, or any of their respective business operations, products or services, or directly or indirectly encourage others to do so.


9.Survival of Indemnification Agreement:  Notwithstanding  anything in this Agreement to the contrary, including, specifically, Paragraphs 4 and 5 hereof, the  Indemnification  Agreement between you and the Company dated as of May 31, 2013 (the "Indemnification Agreement"), will survive according to its terms.


10.Entire Agreement:  Unless otherwise stated herein,  and specifically subject to the provisions of Paragraph 14 hereof, this Agreement sets forth the entire agreement between the parties, and fully supersedes any and all prior agreements or understandings between  the  parties  pertaining  to the subject matter in this Agreement.



777 POST OAK BLVD. • SUITE 650 • HOUSTON, TX 77056 • OFFICE (832) 369-6986 • FAX (832) 369-6992
www.MagnumHunterResources.com  • A NYSE COMPANY: "MHR"


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11.     No Solicitation: You agree that for one year following the Separation Date, you will not, directly or indirectly, solicit any employee or independent contractor of the Company to leave his, her or its employment or service with the Company, or solicit any other person or entity who has a business relationship with the Company to terminate such business relationshi p, nor will you otherwise participate in or assist any such solicitation by any other person or entity.


12.Company Confidential and Proprietary Information:  From  the  date  hereof  up  to the expiration or termination of the  Indemnification  Agreement,  you  agree that you  will  not  at any  time, except as required by law, disclose to anyone any confidential or proprietary information of the Company or  utilize  such  confidential  or  proprietary  information  for your  own  benefit  or for the  benefit  of third parties.  The  term  "confidential  or  proprietary  information"  as  used   in  this   Agreement means (a) confidential or proprietary information of the  Company,  including  without   limitation,   information received  from  third  parties  under  confidential  conditions,  and  (b) other  technical, business or financial information or trade secrets or proprietary information (including, but not  limited to, information relating to customers, pricing, costs, employees, legal affairs, business plans,  technology   services,  data  and information, financial matters and any other information of economic value to the Company which is not in the public domain).


13.Attorney-Client Privilege: Nothing in this Agreement may be construed as a waiver of attorney-client privilege by the Company.


14.No Other Assurances: You acknowledge that in deciding to sign this Agreement you have not relied on any promises or commitments, whether spoken or in writing, made to you by any Company representative, except for those expressly stated i n this Agreement. This Agreement constitutes the entire understanding and agreement between you and the Company, and replaces and  cancels  all previous agreements and commitments, whether spoken or written, in connection with the matters described herein, provided that (i) this Agreement does not affect the terms of the Indemnification Agreement, which shall remain in full force and effect in accordance with its terms, (ii) this Agreement does not affect the terms of Article 6 or Article 7 of the Employment Agreement between you and Petro Resources Corporation (now known as Magnum Hunter Resources Corporation) dated May 22, 2009, as amended, which terms shall remain in full force and effect in accordance therewith, and (iii) this Agreement does not replace or supersede any other confidentiality, non-solicitation or non-disparagement agreements in favor of the Company to which you are a party or are bound, which other such agreements shall be in addition to this Agreement and shall survive in accordance with their respective terms and provisions; provided, further, however, that, and for the avoidance of doubt, the provisions of Section 7.1 of the Employment Agreement referred to above (which provisions relate to non-com petition agreements) shall terminate in all respects as of the Separation Date.


15.Binding Effect: This Agreement will be binding on you and your heirs, administrators, representatives, executors, successors and assigns, and will inure to the benefit of you and your heirs, administrators, representatives, executors, successors, and assigns. You may not pledge, hypothecate, anticipate or assign benefits or rights under this Agreement,  except by will or the laws of descent and distribution.


16.Governing Law and Jurisdiction;  Waiver of  Jury Trial:  This  Agreement  will  be governed by  and  enforced  in  accordance  with  the  laws  of the  State of Texas,  without  regard  to  its conflicts of law principles. Any action arising out of or relating to this Agreement must be brought and prosecuted only in Houston, Texas. The parties agree to waive any right they ma y have to a jury trial in any action arising out of or relating to this Agreement.



777 POST OAK BLVD. • SUITE 650 • HOUSTON, TX 77056 • OFFICE (832) 369-6986 • FAX (832) 369-6992
www.MagnumHunterResources.com  • A NYSE COMPANY: "MHR"


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17.Notices: Any notice required under this Agreement must be provided in writing and delivered via one of the following methods: (a) personally; (b) sent by U.S. registered or certified mail, return receipt requested; or (c) sent prepaid by a nationally recognized overnight courier that provides delivery confirmation. Notice from you to the Company shou ld be delivered personally to, or addressed to the attention of, the Company's General Counsel at 777 Post Oak Blvd., Suite 650, Houston, Texas 77056. Notice from the Company to you will be provided personally to you or sent to your mailing address, which is the address for you set forth on the first page of this Agreement. Each party must notify the other of any change in address. Notice will be deemed to be given on the date of personal delivery or the delivery date specified on a return receipt or other delivery confirmation.


18.Modification  in  Writing:  This  Agreement  cannot  be  changed  or  modified  except  by written  agreement signed by both  you  and an authorized  representative  of Magnum  Hunter  Resources Corporation.


19.No  Admission  of  Liability:  This  Agreement  does  not  constitute  an  admission  of  any unlawful discriminatory acts or liability of any kind by the Company and/or related persons, or  anyone acting under their  supervision  or on their  behalf.  This Agreement may not be used or introduced as evidence in any legal proceeding, except to enforce its terms.


20.Counterparts: This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by less than all, but together signed by all, of the parties hereto. Photographic and fax copies of signed counterparts may be used in lieu of the originals of this Agreement for any purpose.




BY THIS AGREEMENT YOU GIVE UP CERTAIN LEGAL RIGHTS.  YOU HAVE TH E RIGHT TO AND SHOULD CONSU LT WITH AN ATTORNEY BEFORE YOU SIGN IT.
***************






[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]



777 POST OAK BLVD. • SUITE 650 • HOUSTON, TX 77056 • OFFICE (832) 369-6986 • FAX (832) 369-6992
www.MagnumHunterResources.com  • A NYSE COMPANY: "MHR"


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I have read this AGREEMENT AND GENERAL RELEASE and I understand all of its terms. I enter into and sign this AGREEMENT AND GENERAL RELEASE knowingly and voluntarily, with full knowledge of what it means.




	
		
	MAGNUM HUNTER RESOURCES CORPORATION

	By:






Title:






Date:
	






	
		
	EMPLOYEE

	
                                                                                                      



	Ronald D. Ormand

	 
	 

	Date:
	





777 POST OAK BLVD. • SUITE 650 • HOUSTON, TX 77056 • OFFICE (832) 369-6986 • FAX (832) 369-6992
www.MagnumHunterResources.com  • A NYSE COMPANY: "MHR"