ex10-2.htm


    EMPLOYMENT
AGREEMENT

    


    THIS EMPLOYMENT AGREEMENT
(this “Agreement”) is made
and entered into as of the 1st day of
August, 2008 (the “Effective Date”), by and between EnerJex Resources, Inc., a Nevada corporation
(“EnerJex”),
and Dierdre P. Jones
(“Jones”).

    


    W
I T N E S S E T H:

    


    WHEREAS, EnerJex and Jones
desire to enter into this Employment Agreement, pursuant to which Jones shall be
employed by EnerJex, to set forth the respective rights, duties and obligations
of the parties hereto.

    


    NOW THEREFORE, in
consideration of the promises and covenants contained herein, and other good and
valuable consideration, the receipt and sufficiency of which the parties hereto
acknowledge, EnerJex and Jones agree as follows:

    


    
      	
              1.  

            	
              EMPLOYMENT. EnerJex hereby
      agrees to employ Jones and Jones hereby accepts such employment, upon the
      terms and conditions hereinafter set
forth.

            


    

    


    
      	
              2.  

            	
              TERM. For purposes of
      this Agreement, “Term” shall
      mean the original term (as defined in Section 2.1
      below), if Renewal Term is initiated, then “Term” shall mean the renewal
      term period (as defined in Section 2.2,
below).

            


    

    


    
      	
              2.1  

            	
              Original
      Term: The Term of this Agreement shall commence on August 1, 2008
      and expire on July 31, 2011, unless sooner terminated pursuant to the
      terms and provisions herein stated.

            


    

    


    
      	
              2.2  

            	
              Renewal:  At
      any time prior to the expiration of the Original Term, as stated above,
      EnerJex and Jones may, by mutual written agreement, extend Jones’
      employment under the terms of this Agreement for such additional periods
      as they may agree.

            


    

    


    3.           COMPENSATION.

    


    
      	
              3.1  

            	
              Salary:   EnerJex shall pay
      Jones a base salary of One Hundred Forty Thousand Dollars ($140,000) per
      year (“Salary”). Such Salary shall be payable in accordance with EnerJex’s
      normal policies. Further, the Governance, Compensation and Nominating
      Committee of the Board of Directors shall review the Salary annually for
      an increase, such increase not to be less than the year-over-year increase
      in the U.S. Consumer Price Index.

            


    

    


    
      	
              3.2  

            	
              Stock
      Options: Effective as of August 1, 2008 (the “Grant Date”), EnerJex
      shall grant to Jones, as a signing bonus, Stock Option Certificates
      (“Certificates”)
      to purchase 40,000 common shares of EnerJex at an exercise price equal to
      the greater of $6.25 per share or the fair market value
  per

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    share on
the Grant Date. Certificates may be exercised at
any time, in whole or in part, during the three (3) year
period measured from the Grant Date and
shall be subject to the terms and conditions of the EnerJex Resources, Inc. Stock Option Plan and any related award agreement
thereunder. The Certificates shall be fully vested as of the Grant
Date.

    


    
      	
              3.3  

            	
              Incentive
      Compensation: In addition to the
      Salary, Jones shall be eligible to receive as incentive compensation
      (“Bonus”)
      in respect of each fiscal year (or portion thereof) of EnerJex, thirty
      percent (30%) of her then applicable Salary, in addition to any other
      amount determined in accordance with any other short term incentive
      compensation program, which has been or may be established by the Board
      either for Jones or for executives or senior management. The determination
      as to the amounts of any awards to be paid to Jones under these programs
      shall be reviewed at least annually by the appropriate Board committees to
      ensure that such amounts are competitive with awards granted to similarly
      situated CFO’s of publicly held companies comparable to EnerJex. The
      specific goals and objectives, including quantitative and qualitative
      measures, used to determine the amount to be paid as a Bonus for fiscal
      2009 shall be agreed to by and between the CEO and CFO not later than
      September 30, 2008. Thereafter, the CEO and CFO shall determine Bonus
      measures on or before June 30th
      of each successive year this
Agreement.

            


    

    


    4.           JONES
BENEFITS.

    


    
      	
              4.1  

            	
              General
      Benefits:  Jones shall be entitled to receive or
      participate in all benefit plans and programs of EnerJex made available
      from time to time to executives or senior management of EnerJex, including
      but not limited to, dental and medical insurance, pension and profit
      sharing plans, 401(k) plans, incentive savings plans, stock option plans,
      group life insurance, salary continuation plans, disability coverage and
      other fringe benefits.

            


    

    


    
      	
              4.2  

            	
              Vacation:  Jones
      shall be entitled during the Term of this Agreement to four (4) weeks
      vacation per year during which time Jones’ compensation will be paid in
      full.  Unused days of vacation will be compensated in accordance
      with EnerJex’s policy as established by EnerJex from time to
      time.  Jones may take the vacation periods at any time during
      the year as long as Jones schedules time off as to not create an
      unreasonable hardship on EnerJex.  In addition, Jones shall have
      such other days off, including paid sick leave and paid holidays, in
      accordance with EnerJex’s policy.

            


    

    


    
      	
              4.1  

            	
              Perquisites:
      Jones shall be entitled to receive reimbursement for all pre-approved
      fees, costs and expenses related to the maintenance of her professional
      designations, including but not limited to, continuing education,
      licensing and membership fees, filing fees and other reasonable and
      related costs approved in advance by
EnerJex.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


    5.           DUTIES/SERVICE.

    


    
      	
              5.1  

            	
              Position: Jones shall be
      employed as Chief Financial Officer and shall perform such services and
      duties as are defined in Addendum A, Job
      Description, attached hereto, and as are normally associated with such
      position, subject to the direction, supervision and rules and regulations
      of EnerJex.

            


    

    


    
      	
              5.2  

            	
              Place
      of Employment: The place of
      Jones’ employment and the performance of Jones’ duties will be at
      EnerJex’s corporate headquarters or at such location as agreed upon by
      EnerJex and Jones.

            


    

    


    
      	
              5.3  

            	
              Extent
      of Services: Jones shall at all times and to the best of her
      ability perform her duties and obligations under this Agreement in a
      reasonable manner consistent with the interests of EnerJex.  The
      precise services of Jones may be extended or curtailed, from time to time
      at the discretion of EnerJex, and Jones agrees to render such different
      and/or additional services of a similar nature as may be assigned from
      time-to-time by EnerJex, reasonably requested and as are further in
      accordance with the responsibilities and duties normally associated with
      similarly situated executives.

            


    

    


    5.3.1 Except as
otherwise agreed by EnerJex and Jones in writing, it is expressly understood and
agreed that Jones’ employment is fulltime and of a critical nature to the
success of EnerJex and is therefore exclusive.  Jones may not be
employed by other entities or otherwise perform duties and undertakings on
behalf of others or for her own interest unless pre-approved by the Board of
Directors.  EnerJex acknowledges that Jones presently, or may in the
future, serve on the Board of Directors of other companies and such action shall
not be a breach of this section; provided, however, that such
companies either: (a) are listed on Addendum B, attached
hereto; or (b) do not compete with EnerJex or interfere with the performance of
Jones’ duties pursuant to this Agreement, as determined in the reasonable
judgment of the Board of Directors.  Unless otherwise agreed by
EnerJex and Jones in writing, employment of Jones at less than full time shall
not affect the vesting of the Option Shares pursuant to this
Agreement.

    


    5.3.2 Additionally,
EnerJex recognizes that Jones has, or may have in the future, passive equity
positions in other companies, which either: (a) are listed on Addendum B attached
hereto; or (b) do not compete with EnerJex in the reasonable judgment of the
Board of Directors.  EnerJex recognizes that such equity positions may
occasionally require some limited attention from Jones during normal business
hours.  However, Jones agrees that if such time is considered
excessive by the Board of


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    Directors,
Jones shall be so advised and noticed by EnerJex and Jones shall be required to
make appropriate adjustments to ensure her duties and obligations under this
Agreement are fulfilled.

    


    
      	
              6.  

            	
              TERMINATION. The Term of this
      Agreement shall end upon its expiration pursuant to Section 2
      hereof, provided that this Agreement shall terminate prior to such date:
      (a) upon Jones’ resignation, death or permanent disability or incapacity;
      or (b) by EnerJex at any time for “Cause” (as
      defined in Section 6.4
      below) or without Cause.

            


    

    


    
      	
              6.1  

            	
              By
      Resignation Prior to Change of Control:  If Jones resigns
      with “Good
      Reason” (as defined below) prior to a Change of Control (as defined
      in Section 7), this Agreement shall terminate but, Jones shall be entitled
      to receive a lump sum payment equal to twelve (12) months Salary plus her
      prorated Bonus through the date of termination. Further, upon resignation
      for Good Reason prior to a Change of Control, all unvested stock or
      options held by Jones shall immediately vest and become exercisable for
      the full term set forth in such stock option or equity award
      agreements.  To the extent Jones elects to continue her group
      health coverage pursuant to COBRA following her termination of employment,
      then Jones shall be eligible to continue such coverage for herself and her
      dependents (if applicable), at EnerJex’s expense, for a period of twelve
      (12) months at the same cost as if Jones were still an employee of
      EnerJex.  To the extent that EnerJex finds it undesirable to
      cover Jones under its group health plan, EnerJex shall provide Jones (at
      EnerJex’s expense) with the same level of coverage under an individual
      policy or policies.

            


    

    


    For
purposes of this Agreement, “Good Reason” shall
mean any of the following if the same shall occur without Jones’ express written
consent:

    


    (i)           a
material diminution in Jones’ Salary;

    


    
      	
               
      

            	
              (ii)

            	
              a
      material diminution in Jones’ authority, duties, or
      responsibilities;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              a
      material change in the geographic location at which Jones must perform the
      services for which she is employed;
or

            


    

    


    
      	
               
      

            	
              (iv)

            	
              a
      change in the current reporting structure of the CFO reporting directly to
      the current CEO; or

            


    

    


    
      	
               
      

            	
              (v)

            	
              any
      other action or inaction that constitutes a material breach by EnerJex
      under this Agreement.

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


    Jones
shall be required to provide notice to EnerJex of the existence of any of the
foregoing conditions within 30 days of the initial existence of the condition,
upon the notice of which EnerJex shall have a period of 30 days during which it
may remedy the condition without giving rise to the obligations under this
Section 6.1

    


    If Jones
resigns without
Good Reason, Jones shall be entitled to receive Jones’ Salary only through the
date of such resignation.

    


    
      	
              6.2  

            	
              By
      Reason of Incapacity or Disability: If Jones becomes
      so incapacitated by reason of accident, illness, or other disability that
      Jones is unable to carry on substantially all of the normal duties and
      obligations of Jones under this Agreement for a continuous period of sixty
      (60) calendar days, this Agreement shall terminate. For purposes of the
      foregoing, Jones’ permanent disability or incapacity shall be determined
      in accordance with EnerJex’s disability insurance policy, if such a policy
      is then in effect, or if no such policy is then in effect, such permanent
      disability or incapacity shall be determined by EnerJex’s Board of
      Directors in its good faith judgment based upon Jones’ inability to
      perform normal and reasonable duties and obligations. If Jones’ employment is terminated due to such
      disability, Jones shall be entitled to receive Jones’ Salary only
      through the date of such termination.  Other disability
      benefits, if any, will be determined in accordance with the terms of
      EnerJex’s benefit plans and
programs.

            


    

    


    
      	
              6.3  

            	
              By
      Reason of Death:  If Jones dies during the Term of this
      Agreement, EnerJex shall pay to the estate of Jones any earned Salary only
      through the date of Jones’ death. Other death
      benefits, if any, will be determined in accordance with the terms of
      EnerJex’s benefit plans and
programs.

            


    

    


    
      	
              6.4  

            	
              For
      Cause:  If this Agreement is terminated by EnerJex for
      Cause, Jones shall be entitled to receive Jones’ Salary only through the
      date of termination.

            


    

    


    For
purposes of this Agreement, “Cause” shall
mean:

    


    
      	
              (i)  

            	
              any
      act of dishonesty or fraud with respect to
  EnerJex;

            


    

    


    
      	
              (ii)  

            	
              Jones’
      conviction of a felony, a crime involving moral turpitude or other act
      causing material harm to EnerJex’s standing and
  reputation;

            


    

    


    
      	
              (iii)  

            	
              Jones’
      continued material failure to perform Jones’ duties to EnerJex after ten
      (10) business days’ written notice thereof to Jones;
  or

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    


    
      	
              (iv)  

            	
              gross
      negligence or willful misconduct by Jones with respect to
      EnerJex.

            


    

    


    EnerJex
shall provide Jones, within ten (10) business days of becoming aware of a “For
Cause” breach, written notice, which shall include written documentation, if
any, of the “For Cause” breach, as defined above. Upon receipt of the written
notice, Jones shall have thirty (30) calendar days to respond to EnerJex’s
notice and attempt to cure or resolve the “For Cause” breach. If after that 30
day period, in the judgment of the Board of Directors, the “For Cause” breach
still exists, then termination shall become effective immediately.

    


    
      	
              6.5  

            	
              Without
      Cause Prior to Change of Control:  If EnerJex terminates
      Jones’ employment without Cause prior to a Change of Control, Jones shall
      be entitled to receive a lump sum payment equal to twelve (12) months
      Salary plus her prorated Bonus through the date of
      termination.  Further, all unvested stock or options held by
      Jones shall immediately vest and become exercisable for the full term set
      forth in such stock option or equity award agreements.  To the
      extent Jones elects to continue her group health coverage pursuant to
      COBRA following her termination of employment, then Jones shall be
      eligible to continue such coverage for herself and her dependents (if
      applicable), at EnerJex’s expense, for a period of twelve (12) months at
      the same cost as if Jones were still an employee of EnerJex.  To
      the extent that EnerJex finds it undesirable to cover Jones under its
      group health plan, EnerJex shall provide Jones (at EnerJex’s expense) with
      the same level of coverage under an individual policy or policies. Jones expressly agrees and understands that, under
      such circumstances, she shall be entitled only to the payments recited herein, including any prorated Bonus through the date of
      termination, and she shall not be
      entitled to any further compensation of any kind through the Term of the
      Agreement.

            


    

    


    
      	
              6.6  

            	
              Change
      of Control Severance:  If EnerJex terminates Jones’
      employment without Cause within twelve (12) months after a Change of
      Control, or Jones resigns her employment with Good Reason within twelve
      (12) months after a Change of Control, Jones shall be entitled to receive
      a lump sum payment equal to twelve (12) months Salary plus 100% of her
      prior year’s Bonus.  Further, all stock options or equity awards
      granted by EnerJex shall immediately vest and become exercisable for the
      full term set forth in such stock option or equity award
      agreements.  To the extent Jones elects to continue her group
      health coverage pursuant to COBRA following her termination of employment,
      then Jones shall be eligible to continue such coverage for herself and her
      dependents (if applicable), at EnerJex’s expense, for a period of twelve
      (12) months at the same cost as if Jones were still an employee of
      EnerJex.  To the extent that
EnerJex

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    finds it
undesirable to cover Jones under its group health plan, EnerJex shall provide
Jones (at EnerJex’s expense) with the same level of coverage under an individual
policy or policies.

    


    
      	
              6.7  

            	
              No
      Mitigation:  Jones shall not be required to mitigate the
      amount of any payment or benefit contemplated by this Agreement, nor shall
      any such payment or benefit be reduced by any earnings or benefits Jones
      may receive from any other source.

            


    

    


    
      	
              6.8  

            	
              Effect
      of Termination on Unused Vacation Time and Other
      Benefits:  Upon the termination of this Agreement, unless
      termination is for Cause, Jones shall also have the right to receive any
      accrued but unused vacation time for that current fiscal year, and any
      benefits vested under the terms of any applicable benefit
      plans.

            


    

    


    
      	
              6.9  

            	
              Time
      of Payment:  Any amounts payable under this Section 6
      shall be paid in a single lump sum within 30 days following Jones’
      termination of employment.  The parties intend that all such
      payments shall satisfy the short term deferral exception under Treasury
      Regulation §1.409A-1(b)(4) and therefore shall be exempt from the
      requirements of Section 409A of the Internal Revenue Code of 1986, as
      amended.

            


    

    


    
      	
              6.10  

            	
              Release
      and Waiver:  Notwithstanding the preceding provisions of
      this Section 6 or any other provision in this Agreement to the contrary,
      Jones’ entitlement to any post-termination payment under this Agreement
      shall be subject to and conditioned upon Jones’ execution of a release and
      waiver of claims on the form reasonably acceptable to
    EnerJex.

            


    

    


    
      	
              7.  

            	
              CHANGE OF
      CONTROL.

            


    

    


    For
purposes of this Agreement a “Change of Control” shall mean:

    


    
      	
               
      

            	
              (i)

            	
              The
      consummation of a merger or consolidation of EnerJex with or into another
      entity or any other corporate reorganization, if more than 50% of the
      combined voting power of the continuing or surviving entity’s securities
      outstanding immediately after such merger, consolidation or other
      reorganization is owned by persons who were not stockholders of EnerJex
      immediately prior to such merger, consolidation or other
      reorganization;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      sale, transfer or other disposition of all or substantially all of
      EnerJex’s assets; or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              The
      date that 40% or more of the current members of the Board of Directors as
      of the date of this Agreement are replaced by directors who are not
      currently members of the Board of
Directors.

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    


    A
transaction shall not constitute a Change of Control if (i) its purpose is to
change the state of EnerJex’s incorporation or to create a holding company that
will be owned in substantially the same proportions by the persons who held
EnerJex’s securities immediately before such transaction, (ii) create a separate
entity, such as an MLP for holding certain assets of EnerJex, or (iii) if the
Change of Control is the result of a bona fide public offering of EnerJex’s
securities or other form of capital raising transaction conducted by EnerJex or
its assigns within twelve (12) months from the date of this Agreement; other
than the public offering on Form S-1 originally filed with the Securities and
Exchange Commission on or about April 9, 2008.

    


    
      	
              8.  

            	
              TRADE SECRETS AND
      CONFIDENTIALITY.

            


    

    


    
      	
              8.1  

            	
              Nondisclosure:
      Without the prior written consent of EnerJex, Jones shall not, at any
      time, either during or after the term of this Agreement, directly or
      indirectly, divulge or disclose to any person, firm, association, or
      corporation, or use for Jones’ own benefit, gain, or otherwise, any
      customer lists, plans, products, data, results of tests and data, or any
      other trade secrets or confidential materials or like information
      (collectively referred to as the “Confidential Information”) of EnerJex
      and/or its Affiliates, as hereinafter defined, it being the intent of
      EnerJex, with which intent Jones hereby agrees, to restrict Jones from
      disseminating or using any like information that is unpublished or not
      readily available to the general
public.

            


    

    


    
      	
              8.1.1  

            	
              Definition of
      Affiliate. For purposes of this Agreement, the term “Affiliate”
      shall mean any entity, individual, firm, or corporation, directly or
      indirectly, through one or more intermediaries, controlling, controlled
      by, or under common control with
EnerJex.

            


    

    


    
      	
              8.2  

            	
              Notice
      of Compelled Disclosure: If, at any time, Jones becomes legally
      compelled (by deposition, interrogatory, request for documents, subpoena,
      civil investigative demand, or similar process or otherwise) to disclose
      any of the Confidential Information, Jones shall provide EnerJex with
      prompt, prior written notice of such requirement so that EnerJex may seek
      a protective order or other appropriate remedy and/or waive compliance
      with the terms of this Agreement. In the event that such protective order
      or other remedy is not obtained, that EnerJex waives compliance with the
      provisions hereof, Jones agrees to furnish only that portion of the
      Confidential Information which Jones is advised by written opinion of
      counsel is legally required and exercise Jones’ best efforts to obtain
      assurance that confidential treatment will be accorded such Confidential
      Information. In any event, Jones shall not oppose action by EnerJex to
      obtain an appropriate protective order or other reliable assurance that
      confidential treatment will be accorded the Confidential
      Information.

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    


    
      	
              8.3  

            	
              Assurance
      of Compliance: Jones agrees to
      represent to EnerJex, in writing, at any time that EnerJex shall
      reasonably request, that Jones has complied with the provisions of this
      section, or any other section of this
Agreement.

            


    

    


    
      	
              9.  

            	
              RETURN
      OF ENERJEX PROPERTY. Jones agrees that upon any termination of her
      employment, Jones shall return to EnerJex within a reasonable time not to
      exceed forty-eight (48) hours, any of EnerJex’s property in her possession
      or under her control, including but not limited to, all lists, books,
      records, data, and other information (including all copies thereof in
      whatever form or media) of every kind relating to or connected with
      EnerJex or its Affiliates and their activities, business and customers,
      computer/office automation equipment, records and names, addresses, and
      other information with regard to customers or potential customers of
      EnerJex with whom Jones has had contact or done
  business.

            


    

    


    
      	
              10.  

            	
              RELATIONSHIP
      OF PARTIES. The parties intend that this Agreement create an
      Employee-Employer relationship between the
  parties.

            


    

    


    
      	
              11.  

            	
              NOTICES.  All
      notices, required and demands and other communications hereunder must be
      in writing and shall be deemed to have been duly given when personally
      delivered or when placed in the United States Mail and forwarded by
      Registered or Certified Mail, Return Receipt Requested, postage prepaid,
      or when forwarded via reputable overnight carrier, addressed to the party
      to whom such notice is being given at the following
    address:

            


    

    


    As to
EnerJex:                                 EnerJex
Resources, Inc.

    7300 W.
110th, 7th
Floor

    Overland
Park, Kansas  66210

    Attn:
Chief Executive Officer

    


    As to
Jones:                                      Dierdre
P. Jones

    12002 W. 130th
Street

    Overland Park,
KS  66213

    


    Address Change: Any party may
change the address(es) at which notices to it or him, as the case may be, are to
be sent by giving the notice of such change to the other parties in accordance
with this Section 11.

    


    12. MISCELLANEOUS.

    


    
      	
              12.1  

            	
              Entire
      Agreement:  This Agreement and the Addendums hereto
      contain the entire agreement of the parties.  This Agreement may
      not be altered, amended or modified except in writing duly executed by the
      parties.

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    


    
      	
              12.2  

            	
              Assignment:  Neither
      party, without the written consent of the other party, can assign this
      Agreement.

            


    

    


    
      	
              12.3  

            	
              Binding:  This
      Agreement shall be binding upon and inure to the benefit of the parties,
      their personal representative, successors and
  assigns.

            


    

    


    
      	
              12.4  

            	
              No
      Waiver:  The waiver of the breach of any covenant or
      condition herein shall in no way operate as a continuing or permanent
      waiver of the same or similar covenant or
  condition.

            


    

    


    
      	
              12.5  

            	
              Severability:  If
      any provision of this Agreement is held to be invalid or unenforceable for
      any reason, the remaining provisions will continue in full force without
      being impaired or invalidated in any way.  The parties hereto
      agree to replace any invalid provision with at valid provision which most
      closely approximates the intent of the invalid
  provision.

            


    

    


    
      	
              12.6  

            	
              Interpretation:  This
      Agreement shall not be construed more strongly against any party hereto
      regardless of which party may have been more responsible for the
      preparation of Agreement.

            


    

    


    
      	
              12.7  

            	
              Governing
      Law:  This Agreement shall be governed by and construed
      under the laws of the State of Kansas, without reference to the choice of
      law principles thereof.

            


    

    


    
      	
              12.8  

            	
              Arbitration:

            


    

    


    
      	
              12.8.1  

            	
              Any
      controversy, dispute or claim of whatever nature in any way arising out of
      or relating to Jones’ employment with EnerJex, including, without
      limitation (except as expressly excluded below in Section 12.8.2)
      any claims or disputes by Jones against EnerJex, or by EnerJex against
      Jones, concerning, arising out of or relating to the separation of that
      employment; any other adverse personnel action by EnerJex; any federal,
      state or local law, statute or regulation prohibiting employment
      discrimination or harassment; any public policy; any EnerJex disciplinary
      action; any EnerJex decision regarding a EnerJex policy or practice,
      including but not limited to Jones’ compensation or other benefits; and
      any other claim for personal, emotional, physical or economic injury
      (individually or collectively, “Covered
      Claims”) shall be resolved, at the request of any party to this
      Agreement, by final and binding arbitration in Kansas City, Missouri
      before Judicial Arbitration Mediation Services (“JAMS”) in
      accordance with JAMS’ then-current policies and procedures for arbitration
      of employment disputes.  All costs for such arbitration,
      including but not limited to Jones’ attorney’s fees, professional fees,
      witness fees or any other

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    costs,
expenses, or fees related to the arbitration, regardless of the party bringing
the action, shall be borne by EnerJex.

    


    
      	
              12.8.2  

            	
              The
      only claims or disputes excluded from binding arbitration under this
      Agreement are the following: any claim by Jones for workers’ compensation
      benefits or for benefits under a EnerJex plan that provides its own
      arbitration procedure; and any claim by either party for equitable relief,
      including but not limited to, a temporary restraining order, preliminary
      injunction or permanent injunction against the other
  party.

            


    

    


    
      	
              12.8.3  

            	
              This
      agreement to submit all Covered Claims to binding arbitration in no way
      alters the exclusivity of Jones’ remedy under Section 6.5 in
      the event of any termination without Cause or the exclusivity of Jones’
      remedy under Section 6.4
      in the event of any termination with Cause, and does not require EnerJex
      to provide Jones with any type of progressive
  discipline.

            


    

    


    
      	
              12.9  

            	
              Taxes:  EnerJex
      is authorized to withhold from any payment or benefit provided hereunder,
      the amount of withholding taxes due any federal, state or local authority
      in respect of such benefit or payment and to take such other action as may
      be necessary in the opinion of EnerJex to satisfy all obligations for the
      payment of such withholding taxes.  In the event EnerJex does
      not make such deductions or withholdings, Jones shall indemnify EnerJex
      for any amounts paid with respect to any such taxes, together with any
      interest, penalties and related expenses thereto.  Jones
      acknowledges that no oral or written representation of fact or opinion has
      been made to him by EnerJex or its attorneys regarding the tax treatment
      or consequences of any payment made under this Agreement.  Jones
      acknowledges and agrees that to the extent any liability or responsibility
      exists for Jones’ federal, state and local income or other taxes, such
      liability or responsibility rests solely with her. Jones further agrees to
      indemnify and hold harmless EnerJex in connection with any liability
      incurred by EnerJex in connection with any tax or taxes for which Jones is
      responsible.

            


    

    


    
      	
              12.10  

            	
              Section
      409A of the Internal Revenue Code:  To the extent
      applicable, this Agreement shall be interpreted, construed and operated in
      accordance with the Section 409A of the Internal Revenue Code, and the
      Treasury regulations and other guidance issued thereunder.  Any
      reference to termination of employment, severance from employment or
      similar terms shall mean and be interpreted as a “separation from service”
      as defined (as defined in Treasury Regulation
      §1.409A-1(h)).   If on the date of Jones’ separation from
      service with EnerJex, Jones is a specified employee (as defined in Code
      Section 409A and Treasury Regulation §1.409A-1(i)), no payment
      constituting the  “deferral of compensation” within the
      meaning

            


    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    of
Treasury Regulation §1.409A-1(b) and after application of the exemptions
provided in Treasury Regulation §§1.409A-1(b)(4) and 1.409A-1(b)(9)(iii) shall
be made to Jones at any time during the six (6) month period following Jones’
separation from service, and any such amounts shall instead be paid in a lump
sum on the first payroll payment date following expiration of such six (6) month
period.  Any obligation of EnerJex to reimburse Jones for expenses
incurred during any taxable year of Jones shall not affect the expenses eligible
for reimbursements in any other taxable year.  Further, such
reimbursement of expenses shall be made on or before the last day of Jones’
taxable year following the taxable year in which the expense was
incurred.

    


    
      	
              12.11  

            	
              Titles:  Titles
      to the sections of this Agreement are solely for the convenience of the
      parties and shall not be used to explain, modify, simplify, or aid in the
      interpretation of the provisions of this
  Agreement.

            


    

    


    
      	
              12.12  

            	
              Counterparts:  This
      Agreement may be executed in counterparts, each of which shall be deemed
      an original, but together which shall constitute one and the same
      instrument.

            


    

    


    


    


    SIGNATURE
PAGE TO FOLLOW


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties have executed this Agreement as of the day and year first written
above.

    


    THIS
AGREEMENT CONTAINS AN ARBITRATION CLAUSE.

    


    


    EnerJex:                                                                                         
EnerJex Resources, Inc.

    a Nevada
corporation

    


    


    By: /s/ Steve
Cochennet

                                                                              
Steve Cochennet, CEO

    


    


    Jones:

    


    By: /s/ Dierdre P.
Jones

           Dierdre
P. Jones

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    Signature
Page to Employment Agreement


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    ADDENDUM
A

    


     

    Job
Description for Dierdre P. Jones

     

    Job
Title:                                Chief Financial
Officer

    Department:                           Executive

    Reports
To:                            Chief Executive
Officer

     

    SUMMARY

     

     

    The Chief
Financial Officer (CFO) is responsible for planning, organizing, staffing, and
managing all of EnerJex’s financial and accounting functions.  In
addition, the CFO is responsible to oversee the outsourced Human Resources
functions.  The CFO manages EnerJex’s relationships with lending
institutions, stockholders, and essential members of the financial community and
is accountable to the CEO for the results of such functions and the performance
of all assigned employees reporting directly to the CFO.

     

     

    The CFO
is responsible to report and communicate financial and accounting information as
required by management, its Board of Directors, or by law.

     

     

    The CFO
aids the CEO in formulating and administering the policies and procedures
fundamental to EnerJex, and performs the following duties personally or through
subordinate managers / employees:

     

     

    DUTIES
AND SERVICE

     

    
      	
              ·  

            	
              Oversees
      all company accounting practices, including accounting departments,
      preparing budgets and financial reports, both internal and
      external

            


    

     

    
      	
              o  

            	
              analyze,
      critique and review all monthly, quarterly and annual financial statements
      of consolidated and subsidiary
companies

            


    

     

    
      	
              o  

            	
              ensure
      compliance with Generally Accepted Accounting Principles
      (GAAP)

            


    

     

    
      	
              o  

            	
              maintain
      Sarbanes-Oxley (SOX) compliance

            


    

     

    
      	
              o  

            	
              manage
      and execute staffing decisions of accounting department
      personnel

            


    

     

    
      	
              o  

            	
              draft
      management discussion and analysis for Forms 10Q and 10K, and other SEC
      filings, as reasonably required

            


    

     

    
      	
              o  

            	
              prepare
      a monthly CFO letter to management and the Board of
    Directors

            


    

     

    
      	
              ·  

            	
              Coordinates
      the tax preparation and audit functions with appointed
      firm(s).  Maintains primary contact with the external auditor
      and the audit committee of the Board of
  Directors.

            


    

     

    
      	
              ·  

            	
              Ensures
      compliance with state and federal agencies with respect to financial and
      accounting matters.

            


    

     


    
      
        
          
            	 
      	
                    A-1

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
      	
              ·  

            	
              Attends
      Director and Stockholder meetings

            


    

     

    
      	
              ·  

            	
              Directs
      financial strategy, planning and forecasts, including expense control,
      revenue cycle management, and cash
management

            


    

     

    
      	
              o  

            	
              spearhead
      the annual and longer-term budgets consistent with the adopted 3 to 5 year
      business and strategic plans

            


    

     

    
      	
              ·  

            	
              Participates
      in investment and raising of funds for
business

            


    

     

    
      	
              o  

            	
              participates
      in road shows and investor
presentations

            


    

     

    
      	
              o  

            	
              maintains
      primary contact with banking and lending
  institutions

            


    

     

    
      	
              ·  

            	
              Studies,
      analyzes and reports on trends, opportunities for expansion and projection
      of future company growth

            


    

    


    
      	
              o  

            	
              assist
      in negotiations of merger and acquisition
  transactions

            


    

    
      	
              o  

            	
              evaluate
      financial statements of potential merger and acquisition
      candidates

            


    

    
      	
              ·  

            	
              Manages
      complete day-to-day operations of the Company’s headquarters in Overland
      Park, KS

            


    

     

    
      	
              ·  

            	
              Assists
      in the negotiations of all material
contracts.

            


    

    
      	
              ·  

            	
              Maintains
      the Certified Public Accountant (CPA) designation, including all required
      continuing education and ethics requirements, to ensure good standing at
      all times during the Term of
employment

            


    

    


    
      	
              ·  

            	
              Perform
      other duties and responsibilities deemed necessary by the CEO and Board of
      Directors

            


    

    



    
      
        
          
            	 
      	
                    A-2

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    ADDENDUM
B

    Approved
Non-EnerJex Resources, Inc.

    Business
Activity Exemptions

    


     

    Description of Business
Activity                                                                                                  

    
      	
              1.  

            	
              None
      as of the date of this
Agreement.

            


    


    
      
        
          
            	 
      	
                    B-1