EX-10.4






AMENDED AND RESTATED EMPLOYMENT AGREEMENT




THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is dated March 30, 2012 and
effective as of January 1, 2012 (“Effective Date”) is entered into by and between Double Eagle
Petroleum Co., a Maryland corporation (the “Company”), and Clark Huffman (“Employee”). The Company
and Employee are collectively referred to as the “Parties”.



W I T N E S S E T H:




WHEREAS, the Company desires to continue the employment of Employee as its Vice
President—Operations and Employee desires to be employed as the Vice President-Operations of the
Company;



WHEREAS, the Company has recently reviewed its compensation practices and adopted a long-term
incentive program (the “LTIP”); and



WHEREAS, the Company and Employee desire to enter into an amended agreement regarding the
employment of Employee;



NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set
forth herein, the Parties, intending to be legally bound, hereby agree as follows:



ARTICLE ONE

POSITION & DUTIES




1.1 Title.



Employee shall serve as Vice President—Operations and agrees to perform services for the
Company and such other affiliates of the Company, as described herein.



1.2 Term.



Employee’s employment shall be for an initial term commencing on the Effective Date through
December 31, 2012 (the “Term”), subject to the termination provisions herein. Employee hereby
agrees to be engaged by the Company for the Term in such capacity. At the end of the Term, this
Agreement shall automatically renew for a term of one (1) year unless this Agreement is superseded
by a new fully executed agreement, or unless notice of non-renewal is delivered in writing by the
Company at least sixty (60) days prior to the end of the term then in effect, or unless this
Agreement is otherwise terminated pursuant to the provisions hereof. Each renewal agreement shall
have a one-year term and will not include the equity grants set forth in Section 2.2. A notice of
non-renewal of this Agreement by the Company to Employee shall give rise to the severance benefits
described in paragraph 3.5 a. below pursuant to the terms and conditions set forth therein, unless
the Company gives notice of termination for cause pursuant to Section 3.2 a. and Section 3.3 of
this Agreement. If this Agreement is terminated for cause, there are no severance benefits.
Bonuses, if any, shall not be deemed to be accrued or part of any severance package unless and
until the Board of Directors has declared and awarded a bonus to Employee.



1.3 Duties and Responsibilities.



Employee shall perform the tasks consistent with the office or position designated herein and
such other reasonable tasks directed by the Board of Directors of the Company. Employee hereby
covenants and agrees to perform the services for which he is hereby retained in good faith and with
reasonable diligence in light of attendant circumstances.



1.4 Performance of Duties.



During the term of the Agreement, except as otherwise approved by the Board of Directors or as
provided below, Employee agrees to devote his full business time, effort, skill and attention to
the affairs of the Company and its subsidiaries, will use his best efforts to promote the interests
of the Company, and will discharge his responsibilities in a diligent and faithful manner,
consistent with sound business practices. The foregoing shall not, however, preclude Employee from
devoting reasonable time, attention and energy in connection with other activities outside of his
existing duties and responsibilities, provided that any such other activities do not interfere with
the performance of his duties and services hereunder and do not conflict with the business
interests of the Company, and further provided that Employee’s participation in any activities in
the oil and gas industry or which may reasonably be deemed to conflict with the business interests
of the Company is approved in advance by the Board of Directors.



1.5 Reporting Location.



For purposes of this Agreement, Employee’s reporting location shall be Denver, Colorado, which
shall include the metropolitan area within a 60 mile radius from the Company’s current office at
that location.



ARTICLE TWO

COMPENSATION




2.1 Base Salary.



As compensation to Employee for the performance of his duties or obligations under this
Agreement, Company shall pay Employee a base salary (the “Base Salary”) effective January 1, 2012
of TWO HUNDRED TWENTY FIVE THOUSAND DOLLARS ($225,000) annually, payable, at the election of the
Company, in monthly or semi-monthly installments subject to all federal, state, and municipal
withholding requirements. The Base Salary shall be prorated for any partial calendar month of
employment.



2.2 Equity Grants.



a. LTIP Restricted Stock. Under the LTIP, the Company has granted to Employee 60,893 shares
of the Company’s restricted common stock (the “Restricted Shares”). The Restricted Shares shall
vest or be forfeited pursuant to the Double Eagle Petroleum Co. Restricted Stock Grant Terms (the
“Grant Terms”) adopted by the Compensation Committee of the Board of Directors. Should there be
any conflict or potential conflict between the terms of this Agreement and the Grant Terms with
respect to the vesting or forfeiture of the Restricted Shares, the Grant Terms shall govern.2.3
Bonus Awards within Discretion of Board.



In addition to receiving the Base Salary described in Section 2.1 and the equity grants
described in Section 2.2, Employee may, in the sole discretion of the Board of Directors, be
awarded such cash and/or non-cash bonuses (including stock options, restricted stock or any
combination of cash and non-cash components) from time to time as are approved by the Compensation
Committee of the Board of Directors (the “Compensation Committee”) or by the Board of Directors
directly. The annual bonus shall be based upon any annual cash incentive bonus plan adopted by the
Compensation Committee. Any bonus under this Section 2.3 will be paid to Employee no later than
March 15 of the calendar year following the calendar year during which the bonus was earned.



2.4 Employee Benefit Plans.



During the term of employment hereunder, Employee shall be eligible to participate in any
employee benefit plans provided by the Company on the same basis as other similarly positioned or
titled employees, as such plans may be changed from time to time, in accordance with the provisions
of such plans, including, but not limited to, the Company’s qualified retirement plans and the
Company’s stock incentive plan(s), if any. Employee hereby agrees and acknowledges that nothing in
this Agreement shall guarantee Employee that any employee benefit plan shall be in effect during
the term of his employment nor shall it guarantee Employee a right to any grant of stock options,
restricted stock or any other right under any stock incentive plan, or other plan.



2.5 Vacation.



Commencing upon Employee’s employment with the Company, Employee shall accrue, four (4) weeks
of vacation per calendar year, pro-rated proportionally for days worked as compared to the calendar
year accruable days in total. Any increase to the number of weeks of vacation that accrue per
calendar year based upon years of service shall be calculated in accordance with the Company’s
vacation policy based upon Employee’s original hire date, assuming continuous employment with the
Company. Unused vacation time may be carried over to a subsequent calendar year; provided, however,
that no more than 1.5 times (1.5x) Employee’s authorized annual vacation allocation may be accrued,
at any given time. Additionally, upon termination, Employee shall be paid for all accrued but
unused vacation days.



2.6 Clawback.



Notwithstanding any other provisions in this Agreement to the contrary, any incentive based
compensation, or any other compensation, paid or payable to Employee pursuant to this Agreement or
any other agreement or arrangement with the Company which is subject to recovery under any law,
government regulation, order or stock exchange listing requirement, whether adopted during or after
the term of this Agreement, will be subject to such deductions and recovery (clawback) as may be
required to be made pursuant to law, government regulation, order, stock exchange listing
requirement or any policy of the Company adopted pursuant to any such law, government regulation,
order or stock exchange listing requirement. Employee specifically authorizes the Company to
withhold from his future wages any amounts that may become due under this provision. This Section
2.6 shall survive the termination of this Agreement for a period of three (3) years or such longer
time period as required by law, government regulation, order, or stock exchange listing
requirement.



ARTICLE THREE

TERMINATION OF EMPLOYMENT




Employee’s employment with the Company may be terminated as follows:



3.1 Death or Disability.



Upon the death or long-term disability of Employee, this Agreement will automatically
terminate, and Employee (or his heirs in the case of death) will be entitled to receive his Base
Salary and benefits as listed above for a period of twelve (12) months from the Date of Termination
(as defined in Section 3.4 below). For purposes of this Agreement, “Disability” shall mean the
absence of Employee from Employee’s duties hereunder on a full-time basis for an aggregate of 180
days within any given period of 270 consecutive days (in addition to any statutorily required leave
of absence and any leave of absence approved by the Company) as a result of the incapacity of
Employee, despite any reasonable accommodation required by law, due to bodily injury or disease or
any other mental or physical illness of Employee.



All of Employee’s issued but unexercised or unvested stock options and restricted stock grants
issued prior to September 30, 2011 shall become fully vested and exercisable upon Employee’s death
or the termination of this Agreement due to Employee’s long-term disability and the stock options
shall remain exercisable until they are exercised or expire per the terms of the option plan and/or
agreement under which the options or shares were issued to Employee. All of Employee’s issued but
unexercised or unvested stock options and restricted stock grants issued on or after September 30,
2011 shall, upon Employee’s death or the termination of this Agreement due to Employee’s long-term
disability, become fully vested and exercisable or be forfeited in accordance with the Grant Terms,
and the stock options that vest shall remain exercisable until they are exercised or expire per the
terms of the option plan and/or agreement under which the option or shares were issued to Employee.



3.2 Termination by the Company.



a. Termination for Cause.




This Agreement may be terminated for “cause” by the Company immediately, without prior
notice (except as indicated herein below) and without severance pay or severance benefits.
For purposes hereof, “cause” shall mean any of the following events:




	 	i.	 	Any embezzlement or wrongful diversion of funds of the Company or any
Affiliate by Employee.






	 	ii.	 	An indictment or conviction of Employee, or the entering of a plea of
nolo contendere by Employee with respect to having committed a felony.






	 	iii.	 	Acts of dishonesty or moral turpitude by Employee that are
detrimental to the Company or an Affiliate.






	 	iv.	 	Abandonment by Employee of his job duties or repeated absences from
the Company-directed tasks which are not otherwise excused by the Company.






	 	v.	 	Competing with the Company or otherwise diverting away from the
Company business opportunities intended for the Company or which could reasonably
benefit the Company’s core business.






	 	vi.	 	An unauthorized use of the Company’s or an Affiliate’s name,
trademark(s), service mark(s) or trade name(s), and all variations thereof and
marks or names similar thereto, whether now or hereafter owned, licensed, or used
by the Company.






	 	vii.	 	Acts or omissions by Employee which are detrimental to the business
of the Company or an Affiliate, the Company’s or an Affiliate’s interests and/or
the Company’s or an Affiliate’s reputation.






	 	viii.	 	Failure of Employee to comply with reasonable and lawful directives
and/or policies of the Company that remains uncured for a period of at least
thirty (30) days following written notice from the Company or the Board or a
committee thereof to Employee of such alleged failure, which written notice
describes in reasonable detail the nature of such alleged failure.






	 	ix.	 	Any other material breach by Employee of any agreement between
Employee and the Company that remains uncured for a period of at least thirty (30)
days following written notice from the Company or the Board or a committee thereof
to Employee of such alleged breach, which written notice describes in reasonable
detail the nature of such alleged breach.






	 	b.	 	Reserved






	 	c.	 	Termination Without Cause






Notwithstanding the term provision of this Agreement, the Company may terminate
Employee at any time without “cause”, upon providing written notice to Employee. Upon such
termination, Employee shall have the rights set forth in Section 3.5 a. below subject to
the terms and conditions of Sections 3.5 e. and 3.5 f.



d. Termination for Good Reason



Notwithstanding the term provision of this Agreement, Employee may terminate this Agreement
for “good reason” 60 days after providing written notice to the Company of the “good reason” if the
written notice is provided within 30 days following the good reason event and the “good reason” is
not cured within the 60 day period following the notice. “Good reason” shall mean:




	 	i.	 	A material breach by the Company of any agreement between Employee and the Company
that remains uncured for a period of at least sixty (60) days following written notice by
Employee to the Company of the breach.






	 	ii.	 	A change in reporting location outside the reporting location set forth in Section
1.5 not agreed to by Employee.






	 	iii.	 	A material reduction in Employee’s responsibilities or a reduction in Employee’s
base salary.





Upon termination by Employee for good reason, Employee shall have the rights set forth in
Section 3.5 a. below, subject to the other terms and conditions of Sections 3.5 e. and 3.5 f.;
except that if termination by Employee for good reason satisfies the conditions of Section 3.5 b.,
then Employee shall have the rights set forth in Section 3.5 b., subject to the other terms and
conditions of Section 3.5 b through 3.5 f. Such a termination shall be deemed to be an involuntary
termination.



If the Company and Employee enter into litigation as to whether Employee’s termination validly
qualifies as termination for “good reason,” “for cause” or as following a “change in control,” then
the prevailing party in such action shall be awarded its or his reasonable costs and fees,
including attorneys’ fees, resulting from such litigation up to a maximum of one hundred thousand
dollars ($100,000). The Company and Employee agree that no punitive or consequential damages may
be awarded as a result of such action or otherwise under this Agreement.



3.3 Notice of Termination.



Any termination of Employee’s employment hereunder by the Company or by Employee shall be
communicated by a Notice of Termination (as defined below) to the other party hereto. For purposes
of this Agreement, a “Notice of Termination” shall mean a written notice which (a) indicates the
specific termination provision in this Agreement relied upon; (b) in the case of a termination for
disability or termination for cause, sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Employee’s employment under the provision so
indicated; and (c) specifies the Date of Termination (as defined in Section 3.4 below). The
failure by the Company or Employee to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of a disability or a termination for cause shall not
waive any right of the Company or Employee hereunder or preclude the Company or Employee from
asserting such fact or circumstance in enforcing the Company’s or Employee’s rights hereunder.



3.4 Date of Termination.



For purposes of this Agreement, the “Date of Termination” shall mean the effective date of
termination of Employee’s employment hereunder, which date shall be (a) if Employee’s employment is
terminated by Employee’s death, the date of Employee’s death; (b) if Employee’s employment is
terminated because of Employee’s disability, the disability Effective Date; (c) if Employee’s
employment is terminated by the Company (or applicable affiliated company) for cause, the date on
which the Notice of Termination is given; and (d) if Employee’s employment is terminated for any
other reason, including the resignation by Employee, the date specified in the Notice of
Termination, which date shall in no event be earlier than the date such notice is given.



3.5 Severance Pay Provisions/Change in Control/Effect of Termination Without Cause by
Company, for Good Reason by Employee, or Due to Resignation.




a. In the event this Agreement is agreed by Employee to be renewed, but is not renewed by
the Company and is not superseded by a new agreement, or is terminated by Company without
“cause,” or is terminated by Employee for “good reason,” then Employee’s sole remedy shall
be limited to recovery by Employee from Company of his Base Salary for a period equal to
twelve (12) months from the date of the expiration of this Agreement (in the case of
termination without cause or for good reason, or Employee’s agreement to renew combined
with the Company’s refusal to renew) or the Date of Termination of this Agreement and
continuing health care benefits for a period of twelve (12) months following such
termination (the “Period”). If Employee elects continued group medical coverage for himself
and his eligible dependents pursuant to COBRA, then (i) continued coverage for the lesser
of the COBRA continuation period or the duration of the Period, with the same deductible
and out-of-pocket expenses as apply to active employees (and their eligible dependents)
from time to time during the COBRA continuation coverage period, and (ii) for the period
beginning on the expiration of COBRA continuation coverage and ending on the last day of
the Period, monthly reimbursements for the cost of premiums for health plan benefits
comparable to such benefit plans provided to Employee at the time of termination of active
employment. Notwithstanding the foregoing, any insurance reimbursement obligation set
forth in this Section 3.5 a. shall lapse as of the date comparable coverage in connection
with other employment is made available to Employee regardless of whether Employee
participates in such alternate coverage program. The terms and conditions of this Section
3.5 a. shall continue until the end of the Period notwithstanding the death or disability
of Employee during said period.




In addition, all of Employee’s issued but unexercised or unvested stock options and
restricted stock grants issued prior to September 30, 2011 shall become fully vested, and
the stock options shall remain exercisable until they are exercised or expire per the terms
of the option plan and/or agreement under which the options or shares were issued to
Employee. All of Employee’s issued but unexercised or unvested stock options and
restricted stock grants issued on or after September 30, 2011 shall become fully vested and
exercisable or be forfeited in accordance with the Grant Terms, and the stock options that
vest shall remain exercisable until they are exercised or expire per the terms of the
option plan and/or agreement under which the options or shares were issued to Employee.
Notwithstanding this Section 3.5 a., Employee shall not be entitled to payment pursuant to
this Section 3.5 a. if he is entitled to payment pursuant to Section 3.5 b.




b. In the event of a Change in Control as defined below, if




	 	i.	 	Employee is terminated without
“cause” as defined in Section 3.2 a during the 12-month period
following a Change in Control, or






	 	ii.	 	Employee terminates his employment
for “good reason” as defined in Section 3.2 d during the 12-month
period following the Change in Control,






then Employee shall be entitled to benefits in the form of a lump sum payment in the
amount equal to his base salary and benefits (not including grants of common stock, options
or other equity) for a period equal to eighteen (18) months plus 100% of the total amount
of cash bonuses granted to Employee in his capacity as an employee of the Company during
the eighteen (18) months preceding the Change in Control (the “Change in Control
Benefits”). Such payment of the Change in Control Benefits shall be paid within 30 days of
the effective Date of Termination of Employee as applicable pursuant to Section 3.4. The
Change in Control Benefits provided for in this Agreement shall be in lieu of any other
severance or termination pay to which Employee may be entitled under any Company severance
or termination plan, program, practice or arrangement. Employee’s entitlement to any other
compensation or benefits shall be determined in accordance with any Company employee
benefit plans and any other applicable programs, policies and practices then in effect. In
addition, if Employee’s employment is terminated without “cause” during the 12-month period
following a Change in Control, or Employee terminates his employment for “good reason”
during the 12-month period following the Change in Control, then (i) all of Employee’s
issued but unexercised or unvested stock options and restricted stock grants issued prior
to September 30, 2011 shall become fully vested, and the stock options shall become
exercisable and shall remain exercisable until they are exercised or expire per the terms
of the option plan and/or agreement under which the options or shares were issued to
Employee, and (ii) all of Employee’s issued but unexercised or unvested stock options and
restricted stock grants issued on or after September 30, 2011 shall become fully vested and
exercisable or be forfeited in accordance with the Grant Terms, and the stock options that
vest shall become exercisable and shall remain exercisable until they are exercised or
expire per the terms of the option plan and/or agreement under which the options or shares
were issued to Employee.




For the purposes of this Agreement, a Change in Control shall be defined, in accordance
with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), as the
occurrence of any of the following events:




	 	i.	 	If any one person, or more than one person acting as a group (as defined in
Code Section 409A and Internal Revenue Service (“IRS”) guidance issued thereunder),
acquires ownership of common stock of the Company that, together with stock held by
such person or group, constitutes more than fifty (50) percent of the total fair
market value or total voting power of the common stock of the Company. However, if
any one person or more than one person acting as a group, is considered to own more
than fifty (50) percent of the total fair market value or total voting power of the
common stock of the Company, the acquisition of additional stock by the same person or
persons is not considered to cause a Change in Control, or to cause a change in the
effective control of the Company (within the meaning of Code Section 409A and IRS
guidance issued thereunder). An increase in the percentage of common stock owned by
any one person, or persons acting as a group, as a result of a transaction in which
the Company acquires its stock in exchange for property shall be treated as an
acquisition of stock for purposes of this Section. This paragraph applies only when
there is a transfer of stock of the Company (or issuance of stock of the Company) and
stock in such Company remains outstanding after the transaction;






	 	ii.	 	If any one person, or more than one person acting as a group (as determined
in accordance with Code Section 409A and IRS guidance thereunder), acquires (or has
acquired during the 12-month period ending on the date of the most recent acquisition
by such person or persons) ownership of common stock of the Company possessing thirty
(30) percent or more of the total voting power of the common stock of the Company;






	 	iii.	 	If a majority of members on the Company’s Board is replaced during any
12-month period by Directors whose appointment or election is not endorsed by a
majority of the members of the Company’s Board prior to the date of the appointment or
election (provided that for purposes of this paragraph, the term Company refers solely
to the “relevant” Company, as defined in Code Section 409A and IRS guidance issued
thereunder), for which no other Company is a majority shareholder; or






	 	iv.	 	If there is a change in the ownership of a substantial portion of the
Company’s assets, which shall occur on the date that any one person, or more than one
person acting as a group (within the meaning of Code Section 409A and IRS guidance
issued thereunder) acquires (or has acquired during the 12-month period ending on the
date of the most recent acquisition by such person or persons) assets from the Company
that have a total gross fair market value equal to or more than forty (40) percent of
the total gross fair market value of all of the assets of the Company immediately
prior to such acquisition or acquisitions. For this purpose, gross fair market value
means the value of the assets of the Company, or the value of the assets being
disposed of, determined without regard to any liabilities associated with such assets.






c. In the event that the Change in Control Benefits provided for under Section 3.5 a
constitute “parachute payments” within the meaning of Section 280G of the Code, and but for
this Section 3.5 c., would be subject to the excise tax imposed by Section 4999 of the
Code, then the Change in Control Benefits under Section 3.5 b. will be either: (i)
delivered in full, or (ii) delivered as to such lesser extent that would result in no
portion of such Change in Control Benefits being subject to excise tax under Section 4999
of the Code, whichever of the foregoing amounts, taking into account the applicable
federal, state and local income taxes and the excise tax imposed by Section 4999, results
in the receipt by Employee on an after-tax basis, of the greatest amount of Change in
Control Benefits, notwithstanding that all or some portion of such Change in Control
Benefits may be taxable under Section 4999 of the Code; provided, however, that Employee
may elect to receive Change in Control Benefits that would result in no portion of such
Change in Control Benefits being subject to excise tax under Section 4999 of the Code even
if such payment would not result in the greatest amount of Change in Control Benefits to
Employee. Unless the Company and Employee otherwise agree in writing, any determination
required under this Section 3.5 c. will be made in writing by the Company’s independent
public accountants immediately prior to the Change in Control (the “Accountants”), whose
determination will be conclusive and binding upon Employee and the Company for all
purposes. For purposes of making the calculations required by this Section, the
Accountants may make reasonable assumptions and approximations concerning applicable taxes
and may rely on reasonable, good faith interpretations concerning the application of
Sections 280G and 4999 of the Code. The Company and Employee will furnish to the
Accountants such information and documents as the Accountants may reasonably request in
order to make a determination under this Section. The Company will bear all costs the
Accountants may reasonably incur in connection with any calculations contemplated by this
Section. In the event the Accountants determine that this Section requires a reduction in
Employee’s Change in Control Benefits, Employee will be provided the reasonable opportunity
to determine the order in which Change in Control Benefits will be reduced. If Employee
fails to make an appropriate reduction election within the reasonable time period
determined by the Compensation Committee, or the Company’s Board of Directors if no
Compensation Committee exists, in its sole discretion, the order of reduction will be
determined by the Compensation Committee or the Company’s Board of Directors, if
applicable.




d. If Employee terminates Employee’s employment with the Company by resignation,
other than resignation for “good reason”, such termination shall be without any severance
pay or severance benefits and Employee shall be entitled only to such compensation
hereunder that has accrued as of the Date of Termination.




e. As a condition and requirement in order to receive any payment pursuant to
Section 3.5 above, Employee must sign and deliver to the Company a full release of the
Company from any claims that Employee may have against the Company, and Employee must
return to the Company all information, documents, records, memoranda, drafts, emails,
notes, data or other non-public information that is recorded in any electronic, audio,
video or other manner that was furnished to Employee or produced by Employee in connection
with Employee’s employment, except for documents relating to compensation or benefits to
which Employee is entitled following Employee’s resignation. Employee also shall be
required to return all other Company property and equipment, including keys and access
cards. The form of release to be signed and delivered by Employee to the Company will be
provided by the Company.




f. Notwithstanding anything to the contrary contained in this Section 3.5, if
Employee is a Specified Employee (as defined herein) on the date of termination and, as a
result thereof, Section 409A of the Code and the rules promulgated thereunder would so
require, payment of the severance benefit provided pursuant to Section 3.5 a. shall begin
on the first day following the twelve-month anniversary of the Date of Termination, and,
the lump sum payment of the Change in Control Benefit shall be made on the first day
following the twelve-month anniversary of the Date of Termination.



ARTICLE FOUR

CONFIDENTIALITY




4.1 Confidentiality.



In consideration of employment by the Company and Employee’s receipt of the salary and other
benefits associated with Employee’s employment and in acknowledgment that:




a. the Company is engaged in the oil and gas business,




b. the Company maintains secret and confidential information,




c. during the course of Employee’s employment by the Company, such secret or confidential
information may become known to Employee, and




d. full protection of the Company’s business makes it essential that no employee
appropriate for his own use, or disclose, such secret or confidential information,



Employee agrees that, during the time of Employee’s employment and for a period of one (1) year
following the termination of Employee’s employment with the Company, Employee will hold in strict
confidence and shall not, directly or indirectly, disclose or reveal to any person, or use for his
own personal benefit or for the benefit of anyone else, any trade secrets, confidential dealings,
or other confidential or proprietary information of any kind, nature, or description (regardless of
whether acquired, learned, obtained, or developed by Employee alone or in conjunction with others)
belonging to or concerning the Company or any of its subsidiaries, except (i) with the prior
written consent of the Company duly authorized by its Board of Directors, (ii) in the course of the
proper performance of Employee’s duties hereunder, (iii) for information (A) that becomes generally
available to the public other than as a result of unauthorized disclosure by Employee or his
affiliates or (B) that becomes available to Employee on a non-confidential basis from a source
other than the Company or its subsidiaries who is not bound by a duty of confidentiality, or other
contractual, legal, or fiduciary obligation, to the Company, or (iv) as required by applicable law
or legal process. Notwithstanding the forgoing, this Section is not intended, nor shall be
construed, to prohibit Employee’s general knowledge, skill and experience or Employee’s inventive
powers.



4.2 Non-Competition.



Except as provided in the last sentence of this paragraph, during Employee’s employment with
the Company and for so long as Employee receives any severance payments or benefits under this
Agreement in respect of the termination of his employment, Employee shall not be engaged as an
officer or employee of, or in any way be associated in a management or ownership capacity with any
corporation, company, partnership or other enterprise or venture that conducts a business in direct
competition with the business of the Company as of the Date of Termination; provided, however,
that Employee may own not more than two percent (2%) of the outstanding securities, or equivalent
equity interests, of any class of any corporation, company, partnership, or other enterprise that
is in direct competition with the business of the Company, which securities are listed on a
national securities exchange or traded in the over-the-counter market. It is expressly agreed that
the remedy at law for breach of this covenant is inadequate and that injunctive relief shall be
available to prevent the breach thereof.



4.3 Non-Solicitation.



Employee also agrees that he will not, directly or indirectly, during the term of his
employment or for so long as Employee receives any severance payments or benefits under this
Agreement in respect of the termination of his employment, for any reason, in any manner, either
(a) employ, or permit an entity by which he becomes employed or of which he becomes a director, to
employ, any person who was employed by the Company on the Date of Termination or 45 days prior to
the Date of Termination; or (b) encourage, persuade, or induce any other employee of the Company to
terminate his employment, or any person or entity engaged by the Company to represent it to
terminate that relationship without the express written approval of the Company. It is expressly
agreed that the remedy at law for breach of this covenant is inadequate and that injunctive relief
shall be available to prevent the breach thereof.



4.4 Indemnification.



a. In the event Employee was, is or becomes a party to or witness or other participant in, or
is threatened to be made a party to or witness or other participant in, any action, suit or
proceeding by reason of his being or having been an officer of the Company, then the Company shall
indemnify Employee against expenses reasonably incurred and/or liability incurred in connection
with any such action, suit or proceeding, and advance expenses to Employee, to the fullest extent
permitted by the Company’s Articles of Incorporation and bylaws now in effect, by the common law,
by the General Corporation Law of the State of Maryland (the “GCLM”) or other applicable law in
effect on the date hereof, and to any greater extent that the GCLM or applicable law may in the
future from time to time permit. Employee shall be indemnified as soon as practicable but in any
event no later than forty-five (45) days after written demand is presented to the Company by
Employee, and any indemnified amount shall include any and all expenses, judgments, fines,
penalties and amounts paid in settlement (including all interest, assessments and other charges
paid or payable in connection with or in respect of such expenses, judgments, fines, penalties or
amounts paid in settlement) of such action, suit or proceeding for which Employee presents valid
invoices and/or receipts. If so requested by Employee, the Company shall advance to Employee,
within five (5) business days of such request, reasonable expenses (an “Expense Advance”) incurred
in defending any action, suit or proceeding, provided that Employee shall provide valid invoices
and/or receipts for such expenses to be advanced, and further provided that Employee shall execute
and deliver to the Company an undertaking that Employee shall repay to the Company any Expense
Advance if it shall ultimately be determined by a court of competent jurisdiction that Employee is
not entitled to be indemnified.



b. i. Upon written demand or other request by Employee for indemnification hereunder, Employee
shall be entitled to such indemnification unless (A) Employee did not act in good faith in a manner
that was reasonable and in the best interests of the Company; (B) Employee’s act or omission was
material to the matter giving rise to the liability and was committed in bad faith or was the
result of active or deliberate dishonesty; (C) Employee actually received an improper personal
benefit in money, property or services; or (D) in the case of a criminal proceeding, Employee had
reasonable cause to believe the act or omission was unlawful.



ii. In the event of a settlement before or after any action or suit, indemnification shall be
provided only in connection with such matters covered by settlement as to which the Company is
advised by the Reviewing Party (as defined below) that Employee was not guilty of such fraud or
misconduct as is covered by the provisions of Section 4.4 b.i. above.



iii. Employee shall not consent to the settlement of any action, suit or proceeding involving
his role as an officer of the Company without first obtaining the Company’s written consent, and
the Company shall not be liable to indemnify Employee for any amounts paid in settlement of any
action, suit or proceeding affected without its written consent, which consent shall not be
unreasonably withheld. The Company shall not be required to obtain the consent of Employee to
settle any action, suit or proceeding that the Company has undertaken to defend if the Company
assumes full and sole responsibility for such settlement and such settlement grants Employee a
complete and unqualified release in respect of any potential liability.



c. Promptly after receipt by Employee of notice of the commencement of any action, suit or
proceeding, Employee will, if a claim in respect thereof is to be made against the Company under
this Section 4.4, notify the Company in writing of the commencement thereof. The omission by
Employee to so notify the Company will not relieve the Company from any liability that it may have
to Employee under this Section 4.4 or otherwise, except to the extent that the Company may suffer
material prejudice by reason of such failure. Notwithstanding any other provision of this Section
4.4, with respect to any such action, suit or proceeding as to which Employee gives notice to the
Company of the commencement thereof:



i. The Company will be entitled to participate therein at its own expense.




	 	ii.	 	Except as otherwise provided in this Section 4.4, to the extent that it may
wish, the Company, jointly with any other indemnifying party similarly notified, shall
be entitled to assume the defense thereof with counsel reasonably satisfactory to
Employee. After notice from the Company to Employee of its election to so assume the
defense thereof, the Company shall not be liable to Employee under this Agreement for
any legal or other expenses subsequently incurred by Employee in connection with the
defense thereof other than reasonable costs of investigation or as otherwise provided
below. Employee shall have the right to employ Employee’s own counsel in such action,
suit or proceeding, but the fees and expenses of such counsel incurred after notice
from the Company of its assumption of the defense thereof shall be at the expense of
Employee unless (A) the employment of counsel by Employee and payment for same by the
Company has been authorized by the Company; (B) Employee shall have reasonably
concluded that there may be a conflict of interest between the Company and Employee in
the conduct of the defense of such action and such determination by Employee shall be
supported by an opinion of counsel, which opinion shall be reasonably acceptable to
the Company; or (C) the Company shall not in fact have employed counsel to assume the
defense of the action, in each of which cases the fees and expenses of counsel shall
be at the expense of the Company. The Company shall not be entitled to assume the
defense of any action, suit or proceeding brought by or on behalf of the Company or as
to which Employee shall have reached the conclusion provided for in clause (B) above.





d. If the Company advances Expense Advances or other funds for indemnification pursuant to
this Section, and, subsequently, indemnification pursuant to this Section is declared unenforceable
by a court of competent jurisdiction, or an independent third party, paid by the Company, that is
reviewing the indemnification set forth herein (the “Reviewing Party”) reasonably determines that
Employee is not entitled to indemnification pursuant to this Section, then Employee shall have the
right to retain the indemnification payments until all appeals of the court’s or the Reviewing
Party’s decision have been exhausted.



e. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the
Parties hereto and their respective successors or assigns, including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or substantially all of the
business and/or assets of the Company, spouses, heirs, executors and personal and legal
representatives. This Section 4.4 shall continue in effect regardless of whether Employee
continues to serve as an officer or director of the Company or of any other enterprise at the
Company’s request.



ARTICLE FIVE

MISCELLANEOUS




5.1 Time of Essence.



Time is of the essence with respect to this Agreement and same shall be capable of specific
performance without prejudice to any other rights or remedies under law.



5.2 Benefit.



This Agreement shall inure to and be binding upon the undersigned and their respective heirs,
representatives, successors and permitted assigns. This Agreement may not be assigned by either
party without the prior written consent of the other party.



5.3 Governing Law.



This Agreement shall be governed by, and construed in accordance with the laws of the State of
Colorado without resort to any principle of conflict of laws that would require application of the
laws of any other jurisdiction; provided, however, that the Maryland corporate laws shall be
applicable to the rights of Employee as a shareholder with regard to vested Company shares that
Employee may acquire pursuant to this Agreement.



5.4 Counterparts.



This Agreement may be executed in counterparts and via facsimile, each of which shall be
deemed to constitute an original, but all of which together shall constitute one and the same
Agreement. Each such counterpart shall become effective when one counterpart has been signed by
each Party thereto.



5.5 Severability.



In case any one or more of the provisions contained in this Agreement shall for any reason be
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
enforceability shall not affect any other provision hereof, and this Agreement shall be construed
as if such invalid, illegal or enforceable provision had never been contained herein.



5.6 Construction.



Use of the masculine pronoun herein shall be deemed to refer to the feminine and neuter
genders and the use of singular references shall be deemed to include the plural and vice versa, as
appropriate. No inference in favor of or against any Party shall be drawn from the fact that such
Party or such Party’s counsel has drafted any portion of this Agreement.



5.7 Captions for Convenience.



All captions herein are for convenience or reference only and do not constitute part of this
Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof.



5.8  No Waiver.



No waiver of or failure to act upon any of the provisions of this Agreement or any right or
remedy arising under this Agreement shall be deemed or shall constitute a waiver of any other
provisions, rights or remedies (whether similar or dissimilar).



5.9  Amendment.



This Agreement may be amended only by a writing signed by all of the Parties hereto.



5.10 Entire Contract.



This Agreement and the documents and instruments referred to herein constitute the entire
contract between the Parties to this Agreement and supersede all other understandings, written or
oral, with respect to the subject matter of this Agreement.



5.11 Notices.



All notices, requests, demands, directions and other communications (“Notices”) concerning
this Agreement shall be in writing and shall be mailed, delivered personally, sent by telecopier or
facsimile, or emailed to Employee at Employee’s address. When mailed, each such Notice shall be
sent by first class, certified mail, return receipt requested, enclosed in a postage prepaid
wrapper, and shall be effective on the fifth business day after it has been deposited in the mail.
When delivered personally, each such Notice shall be effective when delivered to Employee’s
address, provided that it is delivered on a business day and further provided that it is delivered
prior to 5:00 p.m., local time of Employee, on that business day; otherwise, each such Notice shall
be effective on the first business day occurring after the date on which the Notice is delivered.
When sent by email, telecopier or facsimile, each such Notice shall be effective on the day on
which it is sent provided that it is sent on a business day and further provided that it is sent
prior to 5:00 p.m., local time of Employee, on that business day; otherwise, each such Notice shall
be effective on the first business day occurring after the date on which the Notice is sent. Each
Notice shall be addressed to the Party to be notified as shown below:



	 	 	 	 	 
	(a)
	 	if to the Company:
	 	Double Eagle Petroleum Co.

1675 Broadway, Suite 2200

Denver, Colorado 80202

Facsimile No. (303) 794-8451

Attention: Chairman of the

Compensation Committee of the Board

	(b)
	 	if to Employee:
	 	to be provided







IN WITNESS WHEREOF, the Parties have set their hands and seals hereunto on the dates set forth
below to be effective as of the Effective Date.



	 	 	 
	“Company”

	 	“Employee”
	Double Eagle Petroleum Co.

	 	Clark Huffman
	By: /s/ Roy Cohee

Roy Cohee

	 	By: /s/ Clark Huffman

Clark Huffman
	Chairman of the Compensation

Committee of the Board

	 	

Vice President-Operations
	Date of Execution: March 30, 2012

	 	Date of Execution: March 30, 2012