exv10w26






Exhibit 10.26



ARMSTRONG LAND COMPANY LLC




CONFIDENTIAL


September 14, 2009




Mr. J. Richard Gist

1310 Christmas Valley Dr.

Wildwood, Mo. 63005



Dear Dick:



It bas been a pleasure meeting and catching up with you again. As you evaluate opportunities to
achieve your professional and personal goals, we at Armstrong Land, LLC and affiliated Companies
(“ALC”) are confident that we provide an ideal environment to optimize your experience and
credentials. With your experience and industry knowledge, you would be a valuable addition to the
team at ALC.



Dick, we are sincerely interested in having you join ALC. Outlined below are the significant
points of the terms of employment we are offering to you:



Position/Title: Vice President and Corporate Controller for Armstrong Land and its
subsidiaries. You will report directly to the President and/or the Chairman as appropriate.



Basic Job Description Responsibilities include but are not limited to managing and
coordinating all internal and external financial reporting functions. GAAP accounting, annual
external audit, internal controls, accounting systems, private or public financing projects, cash
management, budgeting, financial systems, G/L, A/P, A/R, PP&E, expense control, creditor relations.
and other projects assigned by the President and/or Chairman.



Compensation: $192,500 annually paid bi-monthly. Bonus target of 45% of base compensation.
Bonus to be earned based on the Company achieving profitability targets and your satisfactory
achievement of goals and objectives as determined by the President. For 2009 you will earn a bonus
equal to a minimum of 22.5% of base salary less $15,000($28,312.50). Such bonus will be paid
within 60 days after the close of fiscal year 2009. In addition, you will be paid a signing bonus
of $15,000 no later than the first pay period after your start date.



Stock Awards:





You will be granted 2,000 restricted member units effective upon your start date. Such
units will “cliff” vest on the second anniversary of your start date. The



 









 






vesting period will automatically accelerate upon a change-in-control of the Company
defined as the acquisition of 51% or more of the Company’s outstanding member units by an
independent third party. The vesting period will also automatically accelerate if you are
terminated without cause. In the event of any recapitalization of the Company, the
restricted units will immediately be converted such that they are equivalent to the
original grant.




You will be eligible for any future stock option plans, restricted stock grants, phantom
stock, or any other stock compensation programs as approved by the Company’s Board of
Directors or Shareholders as appropriate. Any such programs will be awarded at the
discretion of the Board of Directors and the President.


Employment Terms:




1) Termination without cause: 12 months of salary, bonus and health benefits.




2) Leaving for good reason:     Same as termination without cause.





			
	3) Change-in-control:	 	Same as termination without cause if your job is eliminated or
you leave for good reason within one year of the change-in-control.




Leave for Good Reason: Defined as job responsibilities are significantly diminished, change
in position or title, etc.



Other items:





	 	1)	 	Reasonable business expenses and mobile phone to be reimbursed by the
Company
	 
	 	2)	 	Immediate eligibility for health insurance. Premiums are 100% paid by the
Company.
	 
	 	3)	 	Participation in the Company’s 401(k) plan immediately. Company matches
100% of the first 5% of salary. Vesting of 100% of match after one full year of
employment.
	 
	 	4)	 	Auto allowance currently at $500 per month




Vacation: Minimum of three weeks of vacation.




     Dick, I hope I have adequately explained our offer to you. We would like for you to start on
or about October 1, 2009. We look forward to you joining the ALC team.



	 	 	 	 	 
	 	Sincerely.

 	 
	 	/s/ Martin D. Wilson
 	 
	 	Martin D. Wilson 	 
	 	President 	 
	 



	 	 	 	 	 	 	 	 	 

	Accepted by:

	 	/s/ J. Richard Gist
	 	 	 	Date: 9-17-09