Exhibit 10.15


 


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


 


This AMENDED AND
RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of
January 1, 2009 (the “Effective Date”), by and among TORCH ENERGY
ADVISORS INCORPORATED, a Delaware corporation (“TEAI”); RESACA
EXPLOITATION, INC., a Texas
corporation (formerly known as RESACA EXPLOITATION, LP, a Delaware limited
partnership) (the “Employer”);
and DENNIS HAMMOND, an individual resident of the State of Texas (the “Executive”).  The Employer and the Executive are each a “party”
and are together “parties” to this Agreement.  TEAI joins in this Agreement for the purposes
of Section .


 


RECITALS


 


WHEREAS,
the Employer, TEAI and the Executive are parties to that certain Employment
Agreement, dated August 1, 2007 (the “Original Employment Agreement”),
pursuant to which the Executive accepted co-employment with TEAI and the
Employer; and


 


WHEREAS,
the Employer, TEAI and the Executive desire to amend and restate the Original
Employment Agreement to reflect the Employer as the sole employer of the
Executive, all upon the terms and conditions set forth in this Agreement.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the employment compensation to be paid to the Executive and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties, intending to be legally bound, agree as
follows:


 


Section 1.                                          Definitions.  For the
purposes of this Agreement, the following terms have the meanings specified or
referred to in this Section 1.


 


“Affiliate”
means any person or entity that, directly or indirectly, controls or is
controlled by or is under common control with the person in question, including
without limitation, in the case of the Executive, any partnership, group, joint
venture, corporation, association or other entity involving such Executive or
any family member of such Executive.


 


“Agreement”
refers to this Amended and Restated Employment Agreement, including any
exhibits attached hereto, as amended from time to time.


 


“Basic Compensation” means Salary and Benefits.


 


“Benefits”
is defined in Section 3.1(b).


 


“Board of Directors” refers to the Board of Directors of the Employer.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Common Stock”
means the shares of common stock, par value $0.01 per share, of the Employer.


 


“Confidential Information” means any and all:


 

















 


(a)                                  trade secrets (as defined herein)
concerning the business and affairs of any member of the Employer Group,
product specifications, data, know-how, formulae, compositions, processes,
designs, sketches, photographs, graphs, drawings, samples, inventions and
ideas, past, current, and planned research and development, current and planned
manufacturing or distribution methods and processes, customer lists, current
and anticipated customer requirements, price lists, market studies, business
plans, computer software and programs (including object code and source code),
computer software and database technologies, systems, structures, and architectures
(and related formulae, compositions, processes, improvements, devices,
know-how, inventions, discoveries, concepts, ideas, designs, methods and
information), and any other information, however documented, that is a trade
secret;


 


(b)                                 information concerning the business and
affairs of any member of the Employer Group (which includes historical
financial statements, financial projections and budgets, historical and
projected sales, capital spending budgets and plans, the names and backgrounds
of key personnel, personnel training and techniques and materials), however
documented; and


 


(c)                                  notes, analysis, compilations, studies,
summaries, and other material prepared by or for any member of the Employer
Group containing or based, in whole or in part, on any information included in
the foregoing.


 


“Disability” is defined in Section 6.2.


 


“Effective Date” is the date stated in the first paragraph of this
Agreement.


 


“Employee Invention” shall mean any idea, invention, technique,
modification, process, or improvement (whether patentable or not), any
industrial design (whether registerable or not), any mask work, however fixed
or encoded, and any work of authorship (whether or not copyright protection may
be obtained for it) created, conceived or developed by the Executive, either
solely or in conjunction with others, during the Employment Period (i) while
performing his duties for any member of the Employer Group and/or (ii) by
utilizing the Employer’s office space, equipment, supplies or facilities and
which relates to or has applications in the business of any member of the
Employer Group or any such item created by the Executive, either solely or in
conjunction with others, following termination of the Executive’s employment
with the Employer, that is based upon or uses Confidential Information.


 


“Employer”
is defined in the first paragraph of this Agreement.


 


“Employer Group”
means the Employer and all subsidiaries and Affiliates of Employer [and TEAI].


 


“Employment Period” is the Term of the Executive’s employment under this
Agreement.


 


“Executive”
is defined in the first paragraph of this Agreement.


 


“for cause”
is defined in Section 6.3.


 


“Incentive Compensation” is defined in Section 3.2(b).


 


“Options”
is defined in Section 3.2(a).


 


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“Original Employment Agreement” is defined in the Recitals to this Agreement.


 


“person” is
any individual, corporation (including any non-profit corporation), general or
limited partnership, limited liability company, joint venture, estate, trust,
association, organization, or governmental body.


 


“Post-Employment Period” is defined in Section 8.2.


 


“Proprietary Items” is defined in Section 7.2(a)(iv).


 


“Restricted Shares” is defined in Section 3.2(a).


 


“Salary”
is defined in Section 3.1(a).


 


“TEAI” is
defined in the first paragraph of this Agreement.


 


“Term” is
defined in Section 2.2.


 


“trade secrets” shall mean the whole or any part of any scientific or technical
information, design, process, procedure, formula, or improvement that has value
and that the owner has taken measures to prevent from becoming available to
persons other than those selected by the owner to have access for limited
purposes.


 


Section 2.                                          Employment Terms and
Duties.


 


2.1                                 Employment.  The Employer hereby employ the Executive, and the
Executive hereby accepts employment with the Employer, upon the terms and
conditions set forth in this Agreement.


 


2.2                                 Employment
Period.  Subject to the provisions of
Section 6, the term of the Executive’s employment under this Agreement will
commence upon the Effective Date and end on [the third year anniversary of the
Effective Date], unless otherwise terminated in accordance with the terms
hereof (the “Term”).  [Note: Should the Term end on November 1, 2010 instead (i.e., the prior
termination date)?]


 


2.3                                 Duties.          The Executive will have such duties as are assigned or
delegated to the Executive by the Board of Directors or the Chief Executive
Officer of the Employer, and will initially serve as the President and Chief
Operating Officer of the Employer.  The
Executive will devote reasonable business time, attention, skill, and energy to
the businesses of the Employer, will use his best efforts to promote the
success of the Employer’s businesses, and will cooperate fully with the Board
of Directors and the Chief Executive Officers of the Employer in the
advancement of the best interests of the Employer.  Nothing in this Section 2.3, however, will
prevent the Executive from engaging in additional activities in connection with
personal investments and community affairs that are not inconsistent with the
Executive’s duties under this Agreement, including but not limited to lectures
and presentations.  The Executive may
retain any compensation from such additional activities.  If the Executive is elected as a director of the
Employer or as a director or officer of any Affiliate of the Employer, the
Executive will fulfill his duties as such director or officer without
additional compensation.


 


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Section 3.                                          Compensation.


 


3.1                                 Basic
Compensation.


 


(a)                                  Salary. 
During the Employment Period, the Executive will be paid an annual
salary of $250,000 (the “Salary”), which will be payable to the
Executive in equal periodic installments according to the Employer’s customary
payroll practices, but no less frequently than semi-monthly.


 


(b)                                 Benefits. The Executive will, during the
Employment Period, be permitted to participate in such pension, profit sharing,
life insurance, hospitalization, major medical, dental and other employee
benefit plans of the Employer that may be in effect from time to time, to the
extent the Executive is eligible under the terms of those plans, including but not
limited to participation in the Employer’s 401(k) plan, [which, as of the Effective Date,
provides for (i) a six-year graded vesting schedule and (ii) an employer
matching contribution made by the Employer of up to three percent (3%)
of a participant’s compensation,] and as may change from time to time
(collectively, the “Benefits”).  [Note: Will benefits be the same as TEAI?]


 


3.2                                 Incentive
Compensation.


 


(a)                                  Option Grants
and Restricted Stock Awards.  On July 17, 2008, the Executive was granted stock
options to purchase 1,383,881 shares of Common Stock at an exercise price of
£1.30 per share (the “Options”). 
On July 17, 2008, the Executive was awarded 922,587 shares of restricted
Common Stock (the “Restricted Shares”) 
The Options were granted and the Restricted Shares were awarded to the
Executive pursuant to the terms and conditions of the Resaca Exploitation, Inc.
2008 Stock Incentive Plan.  The Executive
shall be entitled to participate in the stock option, stock awards or stock
appreciation rights plans of the Employer in effect from time to time, and
shall be eligible to receive grants thereunder upon the terms and conditions
established solely by the Board of Directors.


 


(b)                                 Other Incentive Compensation. 
The Executive shall be eligible to receive additional compensation (“Incentive
Compensation”) as determined by the Board of Directors in its sole
discretion.


 


Section 4.                                          Facilities and Expenses. 
The
Employer will furnish the Executive office space, equipment, supplies, and such
other facilities and personnel as the Employer deems necessary or appropriate
for the performance of the Executive’s duties under this Agreement.  The Employer will pay on behalf of the
Executive (or reimburse the Executive for) reasonable expenses incurred by the
Executive at the request of, or on behalf of, the Employer in the performance
of the Executive’s duties pursuant to this Agreement, and in accordance with the
Employer’s employment policies, including reasonable expenses incurred by the
Executive in attending business meetings, in appropriate business entertainment
activities, and for promotional expenses. 
The Executive must file expense reports with respect to such expenses in
accordance with the Employer’s policies then in effect.


 


Section 5.                                          Vacations and Holidays;
Car Allowance.


 


5.1                                 Vacations and
Holidays.  The Executive will be entitled
to four (4) weeks paid vacation during each year of the Employment Period in
accordance with the vacation policies of 


 


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the Employer in effect
for its employees from time to time.  The Executive
may not use more than ten (10) consecutive business days of vacation at any one
time without the prior written consent of the Board of Directors or the Chief
Executive Officer of the
Employer.  The Executive will also be entitled to the paid
holidays (eleven (11) paid holidays per year) and other paid leave set forth in
the Employer’s policies.


 


5.2                                 Transportation Allowance. 
The Employer shall reimburse the Executive (following the submission of
appropriate expense reports in accordance with the Employer’s policies then in
effect) for automobile mileage incurred by the Executive in the performance of
his duties hereunder up to a monthly amount of $113.00.


 


5.3                                 Fitness Program.  The Employer  will pay 100% of the
Executive’s initiation fee and 50% of the Executive’s monthly dues for
membership to the Downtown Club.


 


Section 6.                                          Termination.


 


6.1                                 Events of
Termination.                       The Employment Period, the Executive’s
Basic Compensation, Incentive Compensation and any and all other rights of the
Executive under this Agreement or otherwise as an employee of the Employer will
terminate (except as otherwise provided in this Section 6):


 


(a)                                  upon the death of the Executive;


 


(b)                                 upon the Disability of the Executive (as
defined in Section 6.2), immediately upon notice from either party to the
other;


 


(c)                                  for cause (as defined in Section 6.3),
immediately upon notice from the Employer to the Executive, or at such later
time as such notice may specify;


 


(d)                                 upon the voluntary retirement from or
voluntary termination of employment by the Executive; or


 


(e)                                  upon termination by the Employer for any
reason other than those set forth in Section 6.1(a) through 6.1(d) above.


 


6.2                                 Definition of
Disability.  For purposes hereof, the term “Disability”
shall have the same meaning as the term “total and permanent disability” is
defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.


 


6.3                                 Definition of “For
Cause”.  For purposes of Section 6.1, the phrase “for cause”
means: (a) the Executive’s continued and unreasonable failure to perform his
obligations under this Agreement; (b) the Executive’s failure to adhere to any
written policy of the Employer; (c) the appropriation (or attempted
appropriation) of a material business opportunity of the Employer, including
attempting to secure or securing any personal profit in connection with any
transaction entered into on behalf of the Employer; (d) the misappropriation
(or attempted misappropriation) of any of the Employer’s funds or property; (e)
the conviction of, the indictment for (or its procedural equivalent), or the
entering of a guilty plea or plea of no contest with respect to, a felony, the
equivalent thereof, or any other crime with respect to which imprisonment is a
punishment; or (f) the conviction of the Executive by a court of competent
jurisdiction of a crime involving moral turpitude.


 


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6.4                                 Termination Pay.  Effective upon the termination of this Agreement, the
Employer will be obligated to pay the Executive (or, in the event of his death,
his designated beneficiary as defined below) only such compensation as is
provided in this Section 6.4, and in lieu of all other amounts and in
settlement and complete release of all claims the Executive may have against the
Employer, TEAI and their Affiliates.  For
purposes of this Section 6.4, the Executive’s designated beneficiary will be
such individual beneficiary or trust, located at such address, as the Executive
may designate by notice to the Employer from time to time or, if the Executive
fails to give notice to of such a beneficiary, the Executive’s estate.  Notwithstanding the preceding sentence, the
Employer will not have a duty, in any circumstances, to attempt to open an
estate on behalf of the Executive, to determine whether any beneficiary
designated by the Executive is alive or to ascertain the address of any such
beneficiary, to determine the existence of any trust, to determine whether any
person or entity purporting to act as the Executive’s personal representative
(or the trustee of a trust established by the Executive) is duly authorized to
act in that capacity, or to locate or attempt to locate any beneficiary,
personal representative, or trustee.


 


(a)                                  Termination by
the Employer for Cause or Voluntarily by the Executive. If the Employer terminates this
Agreement for cause, or if the Executive voluntarily terminates his employment
for any reason, the Executive will be entitled to receive his Salary through
the date such termination is effective, but will not be entitled to any
additional compensation, including any Incentive Compensation for the year
during which such termination occurs or any subsequent year of the Employment
Period, and any Options or other Incentive Compensation that are not vested
in full shall terminate immediately.


 


(b)                                 Termination
upon Disability.  If this Agreement is terminated by a party as
a result of the Executive’s Disability, as determined under Section 6.2, the
Employer will pay the Executive his Salary through the remainder of the calendar
month during which such termination is effective and Executive will not be
entitled to any additional compensation, including any Incentive Compensation
for the year during which such termination occurs or any subsequent year of the
Employment Period.


 


(c)                                  Termination
upon Death.  If this Agreement is terminated because of
the Executive’s death, the Executive’s estate will be entitled to receive his
Salary through the end of the calendar month in which his death occurs and
Executive’s estate will not be entitled to any additional compensation,
including any Incentive Compensation for the year during which such termination
occurs or any subsequent year of the Employment Period.


 


(d)                                 Other Termination.  If
this Agreement is terminated by the Employer for any reason other than
pursuant to Sections 6.1(a), 6.1(b), or 6.1(c), above, the Employer will pay the Executive his
Salary for the remaining amount of the
Term in the same form and timing as under the Employer’s
regular payroll practices; provided, however, that if the payment of any
compensation or benefit hereunder would be subject to additional taxes and
interest under Code Section 409A because the timing of such payment is not
delayed as provided in Code Section 409A for a “specified employee”, then if
the Executive is a “specified employee” (within the meaning of Code Section 409A),
any such payment that the Executive would otherwise be entitled to receive
during the first six (6) months following the date of termination shall be
accumulated and paid or provided, as applicable, within ten (10) days after the
date that is six (6) months following the date of termination, or such earlier
date upon which such amount can be 


 


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paid or provided under Code Section 409A without
being subject to such additional taxes and interest.


 


(e)                                  Benefits. 
The Executive’s accrual of, or participation in plans providing for, the
Benefits will cease at the effective date of the termination of this Agreement,
and the Executive will be entitled to accrued Benefits pursuant to such plans
only as provided in such plans.  The
Executive will not receive, as part of his termination pay pursuant to this Section
6, any payment or other compensation for any vacation, holiday, sick leave, or
other leave unused on the date the notice of termination is given under this
Agreement.


 


Section 7.                                          Non-Disclosure Covenant;
Employee Inventions.


 


7.1                                 Acknowledgments
by the Executive.  The Executive acknowledges that (a) during
the Employment Period and as a part of his employment, the Employer will give
the Executive access to Confidential Information; (b) public disclosure of such
Confidential Information could have an adverse effect on the Employer, other
members of the Employer Group and their respective businesses; (c) because the
Executive possesses substantial technical expertise and skill with respect to the
Employer’s business, the Employer desires to obtain exclusive ownership of each
Employee Invention, and the Employer will be at a substantial competitive
disadvantage if it fails to acquire exclusive ownership of each Employee
Invention; and (d) the provisions of this Section 7 are reasonable and
necessary to prevent the improper use or disclosure of Confidential Information
and to provide the Employer with exclusive ownership of all Employee
Inventions.


 


7.2                                 Agreement of
the Executive.  In consideration of the Confidential
Information, compensation and benefits to be paid or provided to the Executive
by the Employer under this Agreement, the Executive covenants as follows:


 


(a)                                  Confidentiality.


 


(i)                                     During and following the Employment
Period, the Executive will hold in confidence the Confidential Information and
will not disclose it to any person except with the specific prior written consent
of the Employer or except as otherwise expressly permitted by the terms of this
Agreement.


 


(ii)                                  Any trade secrets of each member of the
Employer Group will be entitled to all of the protections and benefits under
any applicable law.  If any information
that a member of the Employer Group deems to be a trade secret is found by a
court of competent jurisdiction not to be a trade secret for purposes of this
Agreement, such information will, nevertheless, be considered Confidential
Information for purposes of this Agreement. 
The Executive hereby waives any requirement that any member of the
Employer Group submit proof of the economic value of any trade secret or post a
bond or other security.


 


(iii)                               None of the foregoing obligations and
restrictions applies to any part of the Confidential Information that the
Executive demonstrates was or became generally available to the public other
than as a result of a disclosure by the Executive.


 


(iv)                              The Executive will not remove from the
Employer’s premises (except to the extent such removal is for purposes of the
performance of the 


 


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Executive’s duties at
home or while traveling, or except as otherwise specifically authorized by the
Employer) any document, record, notebook, plan, model, component, device, or
computer software or code, whether embodied in a disk or in any other form, of
the Employer or any other member of the Employer Group (collectively, the “Proprietary
Items”).  The Executive recognizes
that, as between the Employer and the Executive, all of the Proprietary Items,
whether or not developed by the Executive, are the exclusive property of the
Employer and the other members of the Employer Group.  Upon termination of this Agreement by either
party, or upon the request of the Employer during the Employment Period, the
Executive will return to the Employer all of the Proprietary Items in the
Executive’s possession or subject to the Executive’s control, and the Executive
shall not retain any copies, abstracts, sketches, or other physical embodiment
of any of the Proprietary Items.


 


(b)                                 Employee
Inventions.  Each Employee Invention will belong
exclusively to the Employer.  The
Executive acknowledges that all of the Executive’s writing, works of
authorship, and other Employee Inventions are works made for hire and the
property of the Employer, including any copyrights, patents, or other
intellectual property rights pertaining thereto.  If it is determined that any such works are
not works made for hire, the Executive hereby assigns to the Employer all of
the Executive’s right, title, and interest, including all rights of copyright,
patent, and other intellectual property rights, to or in such Employee
Inventions.  The Executive covenants that
he will promptly:


 


(i)                                     disclose to the Employer in writing any
Employee Invention;


 


(ii)                                  assign to the Employer or to a party
designated by the Employer, at the Employer’s request and without additional
compensation, all of the Executive’s right to any Employee Invention for the
United States and all foreign jurisdictions;


 


(iii)                               execute and deliver to the Employer such applications,
assignments, and other documents as the Employer may request in order to apply
for and obtain patents or other registrations with respect to any Employee
Invention in the United States and any foreign jurisdictions;


 


(iv)                              sign all other papers necessary to carry
out the above obligations; and


 


(v)                                 give testimony and render any other
assistance in support of the Employer’s rights to any Employee Invention.


 


7.3                                 Disputes or
Controversies.  The Executive recognizes that should a
dispute or controversy arising from or relating to this Agreement be submitted
for adjudication to any court, arbitration panel, or other third party, the
preservation of the secrecy of Confidential Information may be jeopardized. All
pleadings, documents, testimony, and records relating to any such adjudication
will be maintained in secrecy and will be available for inspection by the
Employer, the Executive, and their respective attorneys and experts, who will
agree, in advance and in writing, to receive and maintain all such information
in secrecy, except as may be limited by them in writing.


 


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Section 8.                                          Non-Interference and
Non-Disparagement.


 


8.1                                 Acknowledgments
by the Executive.  The Executive acknowledges that: (a) the
services to be performed by him under this Agreement are of a special, unique,
unusual, extraordinary and intellectual character; (b) the Employer’s business is
international in scope and its services and products are designated to be
marketed throughout the world; (c) the Employer competes with other businesses
that are or could be located in any part of the United States or the world; (d)  the provisions of this Section 8 are
reasonable and necessary to protect the Employer’s business; and (e) in
connection with the fulfillment of his duties hereunder and as an employee of the
Employer, the Employer will provide the Executive with Confidential Information
necessitating the execution of the covenants contained in this Section 8.


 


8.2                                 Covenants of
the Executive.  In consideration of the acknowledgments
by the Executive, and in consideration of the compensation, benefits and
Confidential Information to be paid or provided to the Executive by the
Employer, the Executive covenants that he will not, directly or indirectly:


 


(a)                                  whether for the Executive’s own account
or the account of any other person (i) at any time during the Employment Period
and the Post-Employment Period, solicit, employ, or otherwise engage as an
employee, independent contractor, or otherwise, any person who is an employee
(or was an employee within two (2) years of the date in question) of the
Employer or any member of the Employer Group at any time during the Employment
Period or in any manner induce or attempt to induce any employee of the
Employer or any member of the Employer Group to terminate his or her employment
with the Employer or member of the Employer Group; or (ii) at any time during
the Employment Period and the Post-Employment Period, interfere with the
Employer’s or a member of the Employer Group’s relationship with any person,
including any person who at any time during the Employment Period was an
employee, contractor, supplier, or customer of the Employer or member of the
Employer Group; or


 


(b)                                 at any time during or after the
Employment Period, disparage the Employer, other members of the Employer Group
or any of their shareholders, partners, directors, officers, managers, members,
employees, or agents.


 


For purposes of this Section
8.2, the term “Post-Employment Period” means the greater of (i) the
one (1) year period beginning on the date of termination or expiration of the
Executive’s employment with the Employer or the termination or expiration of
this Agreement or (ii) the time period while the Executive is receiving
severance payments from the Employer pursuant to Section 6.4(d).


 


If any covenant in this Section
8.2 is held to be unreasonable, arbitrary, or against public policy, such
covenant will be considered to be divisible with respect to scope, time, and
geographic area, and such lesser scope, time, or geographic area, or all of
them, as a court of competent jurisdiction may determine to be reasonable, not
arbitrary, and not against public policy, will be effective, binding, and
enforceable against the Executive.  The
period of time applicable to any covenant in this Section 8.2 will be extended
by the duration of any violation by the Executive of such covenant.


 


The Executive will, while
the covenant under this Section 8.2 is in effect, give notice to the Employer,
within ten (10) days after accepting any other employment, of the identity of
the Executive’s employer.  The Employer may
notify such employer that the Executive is bound by


 


9

















 


this Agreement and, at the
Employer’s election, furnish such employer with a copy of this Agreement or
relevant portions thereof.


 


Section 9.                                          General Provisions.


 


9.1                                 Injunctive
Relief and Additional Remedy.  The Executive acknowledges that the injury that would
be suffered by the Employer as a result of a breach of the provisions of this
Agreement (including any provision of Sections 7 and 8) would be irreparable
and that an award of monetary damages to the Employer for such a breach would
be an inadequate remedy. Consequently, the Employer will have the right, in
addition to any other rights it may have, to obtain injunctive relief to
restrain any breach or threatened breach or otherwise to specifically enforce
any provision of this Agreement, and the Employer will not be obligated to post
bond or other security in seeking such relief.


 


9.2                                 Covenants of
Sections 7 and 8 are Essential and Independent Covenants. 
The covenants by the Executive in Sections 7 and 8 are essential
elements of this Agreement, and without the Executive’s agreement to comply
with such covenants, the Employer would not have entered into this Agreement or
employed the Executive.  The Employer and
the Executive have independently consulted with their respective counsel and
have been advised in all respects concerning the reasonableness and propriety
of such covenants, with specific regard to the nature of the business conducted
by the Employer.


 


If the Executive’s employment
hereunder expires or is terminated, this Agreement will continue in full force
and effect as is necessary or appropriate to enforce the covenants and
agreements of the Executive in Sections 7 and 8.


 


9.3                                 Representations
and Warranties by the Executive.  The Executive represents and warrants to the Employer
that the execution and delivery by the Executive of this Agreement do not, and
the performance by the Executive of the Executive’s obligations hereunder will
not, with or without the giving of notice or the passage of time, or both: (a) violate
any judgment, writ, injunction or order of any court, arbitrator or
governmental agency applicable to the Executive; or (b) conflict with, result
in the breach of any provisions of or the termination of, or constitute a
default under, any agreement to which the Executive is a party or by which the
Executive is or may be bound.


 


9.4                                 Obligations
Contingent on Performance.  The obligations of the Employer
hereunder, including its obligation to pay the compensation provided for
herein, are contingent upon the Executive’s performance of the Executive’s
obligations hereunder.


 


9.5                                 Waiver.  The rights and remedies of the parties to this
Agreement are cumulative and not alternative. 
Neither the failure nor any delay by either party in exercising any
right, power, or privilege under this Agreement will operate as a waiver of
such right, power, or privilege, and no single or partial exercise of any such
right, power, or privilege will preclude any other or further exercise of such
right, power, or privilege or the exercise of any other right, power, or
privilege.  To the maximum extent
permitted by applicable law, (a) no claim or right arising out of this
Agreement can be discharged by one party, in whole or in part, by a waiver or
renunciation of the claim or right unless in writing signed by the other party;
(b) no waiver that may be given by a party will be applicable except in the
specific instance for which it is given; and (c) no notice to or demand on one
party will be deemed to be a waiver of any obligation of such party or of the
right of the party giving such notice or demand to take further action without
notice or demand as provided in this Agreement.


 


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9.6                                 Binding Effect;
Delegation, Assignment or Transfer of Duties Prohibited; Assignment.  This Agreement shall inure to the benefit of, and
shall be binding upon, the parties hereto and their respective successors,
assigns, heirs, and legal representatives, including any entity with which the
Employer may merge or consolidate or to which all or substantially all of its
assets may be transferred.  The duties
and covenants of the Executive under this Agreement, being personal, may not be
delegated, assigned or transferred.  No party shall
assign this Agreement or its or his rights and duties hereunder, or any
interest herein, without the prior written consent of the other parties;
provided, however, this Agreement may be transferred by operation of law to any
successor in interest to the Employer.


 


9.7                                 Notices.  All notices, consents, waivers, and other
communications under this Agreement must be in writing and will be deemed to
have been duly given when (a) delivered by hand (with written confirmation of
receipt); (b) sent by facsimile (with written confirmation of receipt),
provided that a copy is mailed by registered mail, return receipt requested and
signed for by the party required to receive notice; or (c) when received by the
addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and facsimile
numbers set forth below (or to such other addresses and facsimile numbers as a
party may designate by notice to the other parties):


 


If to the Employer:


 


	
   

  	
  Resaca Exploitation, Inc.

  
	
   

  	
  1331 Lamar, Suite 1450

  
	
   

  	
  Houston Texas 77010

  
	
   

  	
  Attention:

  	
  General Counsel

  
	
   

  	
  Telephone:

  	
  (713) 753-1204

  
	
   

  	
  Telefax:

  	
  (713) 655-1711

  



 


with a copy (which
shall not constitute notice) to:


 


	
   

  	
  Haynes and Boone, LLP

  
	
   

  	
  One Houston Center

  
	
   

  	
  1221 McKinney, Suite 2100

  
	
   

  	
  Houston, Texas 77010

  
	
   

  	
  Attention:

  	
  Bryce D. Linsenmayer, Esq.

  
	
   

  	
  Telephone:

  	
  (713) 547-2007

  
	
   

  	
  Telefax:

  	
  (713) 236-5540

  



 


If to the
Executive:


 


                                                                                                 Dennis Hammond


                                                                                                 11906 Kimberley


                                                                                                 Houston, Texas 77024


                                                                                                 Telephone:                         (713) 468-4102


                                                                                                 Telefax:                                            (713) 468-1582


 


9.8                                 Entire
Agreement; Amendments.  This Agreement contains the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings, oral or written, between the
parties hereto with respect to the subject matter


 


11

















 


hereof.  This Agreement may not be amended orally, but
only by an agreement in writing signed by the parties hereto.


 


9.9                               Governing Law. 
This Agreement will be governed by the laws of the State of Texas
without regard to conflicts of laws principles.


 


9.10                           Arbitration.  In the event that there shall be any dispute arising
out of or in any way relating to this Agreement, the contemplated transactions,
any document referred to or incorporated herein by reference or centrally
related to the subject matter hereof, or the subject matter of any of the same,
the parties covenant and agree as follows:


 


(a)                                  The parties shall first use their
reasonable best efforts to resolve such dispute among themselves, with or
without mediation.


 


(b)                                 If the parties are unable to resolve such
dispute among themselves, such dispute shall be submitted to binding
arbitration in Houston, Texas, under the auspices of, and pursuant to the rules
of, the American Arbitration Association’s Commercial Arbitration Rules as then
in effect, or such other procedures as the parties may agree to at the time,
before a tribunal of three (3) arbitrators. 
If the dispute is between or among the Executive and the Employer, one
of such arbitrators shall be selected by the Executive, one of such arbitrators
shall be selected by the Employer, and the third of which shall be selected by
the two (2) arbitrators so selected.  Any
award issued as a result of such arbitration shall be final and binding between
the parties, and shall be enforceable by any court having jurisdiction over the
party against whom enforcement is sought. 
A ruling by the arbitrators shall be non-appealable.  The parties agree to abide by and perform any
award rendered by the arbitrators.  If
the Executive or the Employer seeks enforcement of the terms of this Agreement
or seeks enforcement of any award rendered by the arbitrators, then the
prevailing party (designated by the arbitrators) to such proceeding(s) shall be
entitled to recover its or his costs and expenses (including applicable travel
expenses) from the non-prevailing party, in addition to any other relief to
which it or he may be entitled.  If a
dispute arises and one party fails or refuses to designate an arbitrator within
thirty (30) days after receipt of a written notice that an arbitration
proceeding is to be held, then the dispute shall be resolved solely by the
arbitrator designated by the other party and such arbitration award shall be as
binding as if three (3) arbitrators had participated in the arbitration
proceeding.  The Executive or the
Employer may cause an arbitration proceeding to commence by giving the other
party(ies) notice in writing of such arbitration.  The Executive and the Employer covenant and
agree to act as expeditiously as practicable in order to resolve all disputes
by arbitration.  Notwithstanding anything
in this Section 9.10 to the contrary, neither the Executive, nor the Employer
shall be precluded from seeking court action in the event the action sought is
either injunctive action, a restraining order or other equitable relief.  The arbitration proceeding shall be held in
English.


 


(c)                                  Legal process in any action or proceeding
referred to in Section 9.10(b) may be served on any party anywhere in the
world.


 


(d)                                 Except as expressly provided herein and
except for injunctions and other equitable remedies that are required in order
to enforce this Agreement, no action may be brought in any court of law and EACH OF THE PARTIES WAIVES ANY RIGHTS THAT IT MAY HAVE TO BRING A CAUSE
OF ACTION IN ANY COURT OR IN ANY PROCEEDING INVOLVING A JURY TO THE MAXIMUM
EXTENT


 


12

















 


PERMITTED
BY LAW.  Each party acknowledges that it has been
represented by legal counsel of its own choosing and has been advised of the
intent, scope and effect of this Section 9.10 and has voluntarily entered into
this Agreement and this Section 9.10.


 


9.11                           Section Headings;
Construction.  The headings of Sections in this
Agreement are provided for convenience only and will not affect its
construction or interpretation.  All
references to “Section” or “Sections” refer to the corresponding Section
or Sections of this Agreement unless otherwise specified.  All words used in this Agreement will be
construed to be of such gender or number as the circumstances require.  Unless otherwise expressly provided, the word
“including” does not limit the preceding words or terms.


 


9.12                           Severability.  If any provision of this Agreement is held invalid or
unenforceable by any court of competent jurisdiction, the other provisions of
this Agreement will remain in full force and effect.  Any provision of this Agreement held invalid
or unenforceable only in part or degree will remain in full force and effect to
the extent not held invalid or unenforceable.


 


9.13                           Counterparts.  This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement.


 


9.14                        WAIVER
OF JURY TRIAL.  THE
PARTIES HERETO HEREBY WAIVE A JURY TRIAL IN ANY LITIGATION WITH RESPECT TO THIS
AGREEMENT.


 


9.15                           Amendment and
Restatement of Original Employment Agreement. The Executive, the
Employer and TEAI agree that the Original Employment Agreement is hereby
amended and restated in its entirety and, effective as of the Effective Date, (i)
the Original Employment Agreement shall be of no further force and effect, and (ii)
all rights and obligations the Executive, the Employer and TEAI may have had
under the Original Employment Agreement shall be superseded by this Agreement.


 


 


[Signature page follows]


 


13

















 


IN WITNESS
WHEREOF, the parties have executed and delivered this Agreement as of January 1,
2009 and effective as of the Effective Date.


 


	
   

  	
  EMPLOYER:

  
	
   

  	
   

  
	
   

  	
  RESACA EXPLOITATION, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mary Lou Fry

  
	
   

  	
   

  	
  Mary Lou Fry

  
	
   

  	
   

  	
  Vice President, General Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Dennis Hammond

  
	
   

  	
  DENNIS HAMMOND

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TEAI:

  
	
   

  	
   

  
	
   

  	
  TORCH ENERGY ADVISORS
  INCORPORATED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chris Work

  
	
   

  	
   

  	
  Chris
  Work

  
	
   

  	
   

  	
  Vice President

  



 


Signature Page


Dennis
Hammond Amended and Restated Employment Agreement