provision of legal services in connection therewith) and maintain his positions as ManagingMember of Westchester Capital Management, LLC, the General Partner of Highland Resource Group, L.P.(an exempt securities offering under Regulation D, Rule 505), Co-Managing General Partner ofGardner, L.P. (a family limited partnership) and Managing Member of Westchester Energy Ventures,LLC (an oil and gas joint venture with Excalibur Exploration, Inc.) without the consent of theBoard, as long as such pursuits do not conflict with the business and affairs of Company or itsaffiliates or interfere with Executive’s performance of his duties hereunder, which shall be in thesole good faith determination of the Board.     **1.5****Duty of Loyalty**. Executive acknowledges and agrees that Executive owes afiduciary duty of loyalty to act at all times in the best interests of Company. In keeping withsuch duty, Executive shall make full disclosure to Company of all business opportunities pertainingto Company’s business and shall not appropriate for Executive’s own benefit business opportunitiesconcerning Company’s business.**ARTICLE 2:****TERM AND TERMINATION OF EMPLOYMENT**     **2.1****Term**. Unless sooner terminated pursuant to other provisions hereof, Companyagrees to continue the employment of Executive for the period beginning on the Effective Date andending on the second anniversary of the Effective Date (the “Initial Expiration Date”); provided,however, that beginning on the Initial Expiration Date, and on each anniversary of the InitialExpiration Date thereafter, if this Agreement has not been terminated pursuant to paragraph 2.2 or2.3, then said term of employment shall automatically be extended for an additional one-yearperiod, unless on or before the date that is 90 days prior to the first day of any such extensionperiod either party shall give written notice (an “Expiration Notice”) to the other that no suchautomatic extension shall occur.     **2.2****Company’s Right to Terminate**. Notwithstanding the provisions of paragraph 2.1,Company shall have the right to terminate Executive’s employment under this Agreement for any ofthe following reasons:     (i) upon Executive’s death;     (ii) upon Executive’s disability, which shall mean Executive’s becoming incapacitatedby accident, sickness, or other circumstances which renders him mentally or physicallyincapable of performing the duties and services required of him hereunder for 90 or moredays (whether or not consecutive) out of any consecutive 180-day period;     (iii) for “Cause,” which shall mean Executive has (A) engaged in gross negligence,gross incompetence or willful misconduct in the performance of the duties required of himhereunder; (B) refused without proper reason to perform the duties and responsibilitiesrequired of him hereunder; (C) willfully engaged in conduct that is materially injurious toCompany or its affiliates (monetarily or otherwise); (D) committed an act of fraud,embezzlement or willful breach of fiduciary duty to Company or an affiliate (including thewillful unauthorized disclosure of confidential or proprietary material information ofCompany or an affiliate) or (E) been convicted of (or pleaded no contest to) a crimeinvolving fraud, dishonesty or moral turpitude or any felony; or
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     (iv) at any time for any other reason, or for no reason whatsoever, in the solediscretion of the Board.     **2.3****Executive’s Right to Terminate**. Notwithstanding the provisions of paragraph 2.1,Executive shall have the right to terminate his employment under this Agreement for any of thefollowing reasons:     (i) for “Good Reason,” which shall mean, in connection with or based upon (A) amaterial diminution in Executive’s responsibilities, duties or authority; (B) a materialdiminution in Executive’s base compensation or (C) a material breach by Company of anymaterial provision of this Agreement; provided, however, that Executive acknowledges andagrees that Company may in the future, during the term of this Agreement, hire a Chief LegalOfficer to whom Executive may report and such change shall not be considered a “Good Reason”for purposes of this Agreement; or     (ii) at any time for any other reason, or for no reason whatsoever, in the solediscretion of Executive.     **2.4****Notice of Termination**. If Company desires to terminate Executive’s employmenthereunder at any time prior to expiration of the term of employment as provided in paragraph 2.1,it shall do so by giving a 30-day written notice to Executive that it has elected to terminateExecutive’s employment hereunder and stating the effective date and reason for such termination,provided that no such action shall alter or amend any other provisions hereof or rights arisinghereunder. If Executive desires to terminate his employment hereunder at any time prior toexpiration of the term of employment as provided in paragraph 2.1, he shall do so by giving a30-day written notice to Company that he has elected to terminate his employment hereunder andstating the effective date and reason (if any) for such termination, provided that no such actionshall alter or amend any other provisions hereof or rights arising hereunder. In the case of anynotice by Executive of his intent to terminate his employment hereunder for Good Reason, Executiveshall provide Company with notice of the existence of the condition(s) constituting the Good Reasonwithin 60 days after the initial existence of such condition(s) and Company shall have 30 daysfollowing Executive’s provision of such notice to remedy such condition(s). If Company remediesthe condition(s) constituting the Good Reason within such 30 day period, then Executive’semployment hereunder or as a post-term employment continuation described in paragraph 4.1, asapplicable, shall continue and his notice of termination shall become void and of no furthereffect. If Company does not remedy the condition(s) constituting the Good Reason within such 30day period, Executive’s employment with Company shall terminate on the date that is 31 daysfollowing the date of Executive’s notice of termination and Executive shall be entitled to receivethe payments and benefits described in paragraph 4.1 or 4.3, as applicable. The notice, remedyrights and termination timing provisions applicable under this paragraph 2.4 in the case ofExecutive’s election to terminate his employment for Good Reason are referred to collectively asthe “Good Reason Termination Procedure.”     **2.5****Deemed Resignations**. Any termination of Executive’s employment shall constitutean automatic resignation of Executive as an officer of Company and each affiliate of Company, anautomatic resignation of Executive from the Board and from the board of directors
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or similar governing body of any affiliate of Company, and an automatic resignation from theboard of directors or similar governing body of any corporation, limited liability company or otherentity in which Company or any affiliate holds an equity interest and with respect to which boardor similar governing body Executive serves as Company’s or such affiliate’s designee or otherrepresentative.**ARTICLE 3:****COMPENSATION AND BENEFITS**     **3.1****Base Salary**. During the period of this Agreement, Executive shall receive aminimum annual base salary of $165,000. Executive’s annual base salary shall be reviewed by theBoard (or a committee thereof) on an annual basis, and, in the sole discretion of the Board (orsuch committee), such annual base salary may be increased, but not decreased (except for a decreasethat is consistent with reductions taken generally by other executives of Company), effective as ofany date determined by the Board. Executive’s annual base salary shall be paid in equalinstallments in accordance with Company’s standard policy regarding payment of compensation toexecutives but no less frequently than monthly.     **3.2****Bonuses and Incentive Compensation**. For the calendar year in which falls theEffective Date, and thereafter during the period of this Agreement, Executive shall be eligible toreceive an annual incentive performance bonus in an amount equal to up to 50% of his annual basesalary (or such greater percentage, if any, as shall be approved by the Board). The amount ofExecutive’s annual incentive performance bonus for any calendar year shall be approved from time totime by the Board, based upon recommendations of the Compensation Committee of the Board(“Compensation Committee”) and shall be pro-rated for any period of employment by Company during acalendar year of less than twelve months. The Compensation Committee’s recommendations may takeinto account such criteria as it establishes in its discretion, including, without limitation,recommendations from the Chief Executive Officer of Company. In addition, Executive shall also beeligible to receive awards under Company’s Long-Term Incentive Plan, as determined by the Board.     **3.3****Other Perquisites**. During his employment hereunder, Executive shall be affordedthe following benefits as incidences of his employment:     (i) **Business and Entertainment Expenses**— Subject to Company’s standard policies andprocedures with respect to expense reimbursement as applied to its executive employeesgenerally, Company shall reimburse Executive for, or pay on behalf of Executive, reasonableand appropriate expenses incurred by Executive for business related purposes, including duesand fees to industry and professional organizations, professional licensing, continuinglegal education and costs of entertainment and business development.     (ii) **Vacation**— For the calendar year during which the Effective Date falls, andthereafter for each calendar year during the period of this Agreement, Executive shall beentitled to three weeks of paid vacation (pro-rated for any period of employment by Companyduring such calendar year of less than twelve (12) months) and to all holidays provided toexecutives of Company generally.
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     (iii) **Other Company Benefits**— Except as provided in paragraph 3.2, Executive and, tothe extent applicable, Executive’s spouse, dependents and beneficiaries, shall be allowed toparticipate in all benefits, plans and programs, including improvements or modifications ofthe same, which are now, or may hereafter be, available to other executive employees ofCompany. Such benefits, plans and programs shall include, without limitation, any profitsharing plan, thrift plan, health insurance or health care plan, life insurance, disabilityinsurance, pension plan, supplemental retirement plan, vacation and sick leave plan, and thelike which may be maintained by Company. Company shall not, however, by reason of thisparagraph be obligated to institute, maintain, or refrain from changing, amending, ordiscontinuing any such benefit plan or program, so long as such changes are similarlyapplicable to executive employees generally.     (iv) **Home Office**— Executive agrees to maintain a home office for the convenience ofCompany and Company agrees to reimburse Executive for the reasonable and necessary expensesof telecommuting including, without limitation, telephone, teleconferencing service,facsimile, high-speed internet access, cellular service, data capable cell phone (Blackberryor equivalent), personal computer and peripheral equipment.     (v) **Malpractice Insurance**— Company shall purchase an Employed Lawyer’s malpracticeinsurance policy for Executive covering his actions and omissions on behalf of Company andits affiliates, with a minimum Limits of Liability of one million dollars ($1,000,000) perclaim and zero Loss and Expense Deductible with the option to purchase an extended reportingendorsement (“tail coverage”), which Company shall timely purchase for unlimited calendarmonths should this policy terminate for any reason, provided that such coverage is availableon commercially reasonable terms.**ARTICLE 4:****EFFECT OF TERMINATION ON COMPENSATION**     **4.1****Termination by Expiration**. If Executive’s employment hereunder shall beterminated by expiration of the term as provided in paragraph 2.1 hereof (including any extensionsof the term of this Agreement thereunder) because either party has provided an Expiration Notice,Executive’s employment with Company shall nonetheless continue until such employment is actuallyterminated by either Company or Executive upon such expiration or at any time thereafter, with suchactual termination and the effective date thereof to be stated in a written notice to the otherparty which is provided in accordance with Section 8.1, and, in the case of a termination followingsuch expiration by Executive for Good Reason (as described below), such notice shall be provided inaccordance with paragraph 2.4 and the Good Reason Termination Procedure shall apply to any suchtermination. In the event an Expiration Notice is provided by either party, all compensation andall benefits to Executive hereunder shall continue to be provided until the expiration of suchterm, and thereafter Executive shall receive such compensation and benefits as are determined byCompany (it being understood that determinations by Company in this regard could provide Executivewith Good Reason for purposes of the immediately following sentence) until his employment withCompany is actually so terminated. Upon such actual termination of Executive’s employment withCompany all compensation and benefits shall terminate contemporaneously with termination of his
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employment with Company, except as otherwise provided in the following sentence or under anyother agreement or plan of Company that provides post-termination benefits. Upon any such actualtermination of Executive’s employment with Company which is upon or within 12 months following theexpiration of the term as described in paragraph 2.1 where the Expiration Notice was given byCompany, and subject to paragraph 4.4 below, if Executive’s employment with Company has beenterminated (a) by Company and such termination is for any reason other than a reason encompassed byparagraph 2.2(i), 2.2(ii), or 2.2(iii) or (b) by Executive for Good Reason (assuming for purposesof these clauses (a) and (b) only that this Agreement were still in effect continually until andalso at the time of any such termination), then Company shall provide Executive with a lump sumcash termination payment in an amount equal to 50% of Executive’s annual base salary at the highestrate in effect at any time upon or following expiration of the term as provided in paragraph 2.1hereof. Subject to paragraph 4.4, any lump sum cash termination payment due to Executive pursuantto the preceding sentence shall be paid to Executive on the sixtieth (60th) day afterthe date of Executive’s actual termination of employment with Company. For purposes of clarity,Executive’s termination of employment hereunder by expiration of the term as provided in paragraph2.1 hereof is the only circumstance where Executive’s employment with Company may continuefollowing a termination of employment hereunder, so that a termination of Executive’s employmenthereunder under any other provisions of this Agreement automatically also results in an actualtermination of Executive’s employment with Company.     **4.2****Termination by Company**. If Executive’s employment hereunder shall be terminatedby Company prior to expiration of the term provided in paragraph 2.1, then, upon such termination,except as hereinafter provided, all compensation and benefits to Executive hereunder shallterminate contemporaneously with the termination of such employment (except as otherwise providedunder any other agreement or plan of Company that provides post-termination benefits); provided,however, that, subject to paragraph 4.4 below, if such termination shall be for any reason otherthan the expiration of the term as described in paragraph 4.1 or any reason other than a reasonencompassed by paragraph 2.2(i), 2.2(ii), or 2.2(iii), then Company shall provide Executive with alump sum cash payment equal to one times Executive’s annual base salary at the rate in effect underparagraph 3.1 on the date of such termination. Subject to paragraph 4.4, any lump sum cash paymentdue to Executive pursuant to the preceding sentence shall be paid to Executive on the sixtieth(60th) business day after the date of Executive’s termination of employment withCompany.     **4.3****Termination by Executive**. If Executive’s employment hereunder shall be terminatedby Executive prior to expiration of the term provided in paragraph 2.1, then, upon suchtermination, except as hereinafter provided, all compensation and benefits to Executive hereundershall terminate contemporaneously with the termination of such employment (except as otherwiseprovided under any other agreement or plan of Company that provides post-termination benefits);provided, however, that, subject to paragraph 4.4 below, if such termination occurs for GoodReason, then Company shall provide Executive with a lump sum cash payment equal to one timesExecutive’s annual base salary at the rate in effect under paragraph 3.1 on the date of suchtermination. Subject to paragraph 4.4, any lump sum cash payment due to Executive pursuant to thisparagraph shall be paid to Executive on the sixtieth (60th) business day after the dateof Executive’s termination of employment with Company.
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     **4.4****Release and Full Settlement**. Anything to the contrary herein notwithstanding, asa condition to the receipt of the termination payments under paragraph 4.1, 4.2 or 4.3 hereof, asapplicable, Executive shall first execute a release, in the form established by the Board,releasing the Board, Company, and Company’s parent corporation, subsidiaries, affiliates, and theirrespective shareholders, partners, officers, directors, employees, attorneys and agents from anyand all claims and from any and all causes of action of any kind or character including, but notlimited to, all claims or causes of action arising out of Executive’s employment with Company orits affiliates or the termination of such employment, but excluding all claims to vested benefitsand payments Executive may have under any compensation or benefit plan, program or arrangement,including this Agreement. Executive shall provide such release no later than 50 days after thedate of his termination of employment with Company and, as a condition to Company’s obligation toprovide termination payments in accordance with paragraphs 4.1, 4.2 and 4.3, Executive shall notrevoke such release. The performance of Company’s obligations hereunder and the receipt of anytermination payments provided under paragraphs 4.1, 4.2 and 4.3 shall constitute full settlement ofall such claims and causes of action.     **4.5****No Duty to Mitigate Losses**. Executive shall have no duty to find new employmentfollowing the termination of his employment under circumstances which require Company to pay anyamount to Executive pursuant to this Article 4. Any salary or remuneration received by Executivefrom a third party for the providing of personal services (whether by employment or by functioningas an independent contractor) following the termination of his employment under circumstancespursuant to which this Article 4 apply shall not reduce Company’s obligation to make a payment toExecutive (or the amount of such payment) pursuant to the terms of this Article 4.     **4.6****Liquidated Damages**. In light of the difficulties in estimating the damages for anearly termination of Executive’s employment under this Agreement, Company and Executive herebyagree that the payments, if any, to be received by Executive pursuant to this Article 4 shall bereceived by Executive as liquidated damages.     **4.7****Section 409A Matters**. Notwithstanding any provision in this Agreement to thecontrary, if Executive is a specified employee (within the meaning of Section 409A(a)(2)(B)(i) ofthe Internal Revenue Code of 1986, as amended (the “Code”), and applicable administrative guidancethereunder and determined in accordance with any method selected by Company that is permitted underthe regulations issued under Section 409A of the Code), and the payment of any amount or benefitunder this Agreement to or on behalf of Executive would be subject to additional taxes and interestunder Section 409A of the Code because the timing of such payment is not delayed as provided inSection 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then any such payment orbenefit that Executive would otherwise be entitled to during the first six months following thedate of Executive’s separation from service (within the meaning of Section 409A(a)(2)(A)(i) of theCode and applicable administrative guidance thereunder) shall be accumulated and paid or provided,as applicable, on the date that is six months after Executive’s separation from service (or if suchdate does not fall on a business day of Company, the next following business day of Company), orsuch earlier date upon which such amount can be paid or provided under Section 409A of the Codewithout being subject to such additional taxes and interest; provided, however, that Executiveshall be entitled to receive the maximum amount permissible under Section 409A of the Code and theapplicable administrative
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guidance thereunder during the six-month period following his separation from service thatwill not result in the imposition of any additional tax or penalties on such amount. For allpurposes of this Agreement, Executive shall be considered to have terminated employment withCompany when Executive incurs a “separation from service” with Company within the meaning ofSection 409A(a)(2)(A)(i) of the Code and the applicable administrative guidance issued thereunder.To the extent that Section 409A of the Code is applicable to this Agreement, the provisions of thisAgreement shall be interpreted as necessary to comply with such section and the applicableadministrative guidance issued thereunder.     **4.8****Other Benefits**. This Agreement governs the rights and obligations of Executiveand Company with respect to Executive’s base salary and certain perquisites of employment. Exceptas expressly provided herein, Executive’s rights and obligations both during the term of hisemployment and thereafter with respect to his ownership rights in Oxford LP, and other benefitsunder the plans and programs maintained by Company shall be governed by the separate agreements,plans and the other documents and instruments governing such matters.**ARTICLE 5:****PROTECTION OF CONFIDENTIAL INFORMATION**     **5.1****Disclosure to and Property of Company**. All information, designs, ideas, concepts,improvements, product developments, discoveries and inventions, whether patentable or not, that areconceived, made, developed or acquired by Executive, individually or in conjunction with others,during the period of Executive’s employment by Company (whether during business hours or otherwiseand whether on Company’s premises or otherwise) that relate to Company’s (or any of itsaffiliates’) business, trade secrets, products or services (including, without limitation, all suchinformation relating to corporate opportunities, product specification, compositions, manufacturingand distribution methods and processes, research, financial and sales data, pricing terms,evaluations, opinions, interpretations, acquisitions prospects, the identity of customers or theirrequirements, the identity of key contacts within the customer’s organizations or within theorganization of acquisition prospects, marketing and merchandising techniques, business plans,computer software or programs, computer software and database technologies, prospective names andmarks) (collectively, “Confidential Information”) shall be disclosed to Company and are and shallbe the sole and exclusive property of Company (or its affiliates). Moreover, all documents,videotapes, written presentations, brochures, drawings, memoranda, notes, records, files,correspondence, manuals, models, specifications, computer programs, E-mail, voice mail, electronicdatabases, maps, drawings, architectural renditions, models and all other writings or materials ofany type embodying any of such information, ideas, concepts, improvements, discoveries, inventionsand other similar forms of expression (collectively, “Work Product”) are and shall be the sole andexclusive property of Company (or its affiliates). Upon Executive’s termination of employment withCompany, for any reason, Executive promptly shall deliver such Confidential Information and WorkProduct, and all copies thereof, to Company.     **5.2****Disclosure to Executive**. Company has and will disclose to Executive, or placeExecutive in a position to have access to or develop, Confidential Information and Work Product ofCompany (or its affiliates); and/or has and will entrust Executive with business opportunities ofCompany (or its affiliates); and/or has and will place Executive in a position to develop businessgood will on behalf of Company (or its affiliates). Executive agrees to preserve and
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protect the confidentiality of all Confidential Information or Work Product of Company (or itsaffiliates).     **5.3****No Unauthorized Use or Disclosure**. Executive agrees that he will not, at any timeduring or after Executive’s employment by Company, make any unauthorized disclosure of, and willprevent the removal from Company premises of, Confidential Information or Work Product of Company(or its affiliates), or make any use thereof, except in the carrying out of Executive’sresponsibilities during the course of Executive’s employment with Company. Executive shall usecommercially reasonable efforts to cause all persons or entities to whom any ConfidentialInformation shall be disclosed by him hereunder to observe the terms and conditions set forthherein as though each such person or entity was bound hereby. Executive shall have no obligationhereunder to keep confidential any Confidential Information if and to the extent disclosure thereofis specifically required by law; provided, however, that in the event disclosure is required byapplicable law, Executive shall provide Company with prompt notice of such requirement prior tomaking any such disclosure, so that Company may seek an appropriate protective order or otherwisecontest such disclosure. At the request of Company at any time, Executive agrees to deliver toCompany all Confidential Information that he may possess or control. Executive agrees that allConfidential Information of Company (whether now or hereafter existing) conceived, discovered ormade by him during the period of Executive’s employment by Company exclusively belongs to Company(and not to Executive), and Executive will promptly disclose such Confidential Information toCompany and perform all actions reasonably requested by Company to establish and confirm suchexclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’sobligations under this Article 5. As a result of Executive’s employment by Company, Executive mayalso from time to time have access to, or knowledge of, Confidential Information or Work Product ofthird parties, such as customers, suppliers, partners, joint venturers, and the like, of Companyand its affiliates. Executive also agrees to preserve and protect the confidentiality of suchthird party Confidential Information and Work Product to the same extent, and on the same basis, asCompany’s Confidential Information and Work Product.     **5.4****Ownership by Company**. If, during Executive’s employment by Company, Executivecreates any work of authorship fixed in any tangible medium of expression that is the subjectmatter of copyright (such as videotapes, written presentations, or acquisitions, computer programs,E-mail, voice mail, electronic databases, drawings, maps, architectural renditions, models,manuals, brochures, or the like) relating to Company’s business, products, or services, whethersuch work is created solely by Executive or jointly with others (whether during business hours orotherwise and whether on Company’s premises or otherwise), including any Work Product, Companyshall be deemed the author of such work if the work is prepared by Executive in the scope ofExecutive’s employment; or, if the work is not prepared by Executive within the scope ofExecutive’s employment but is specially ordered by Company as a contribution to a collective work,as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work,as a compilation, or as an instructional text, then the work shall be considered to be work madefor hire and Company shall be the author of the work. If such work is neither prepared byExecutive within the scope of Executive’s employment nor a work specially ordered that is deemed tobe a work made for hire, then Executive hereby agrees to assign, and by these presents does assign,to Company all of Executive’s worldwide right, title, and interest in and to such work and allrights of copyright therein.
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     **5.5****Assistance by Executive**. During the period of Executive’s employment by Companyand thereafter, Executive shall assist Company and its nominee, at any time, in the protection ofCompany’s (or its affiliates’) worldwide right, title and interest in and to Work Product and theexecution of all formal assignment documents requested by Company or its nominee and the executionof all lawful oaths and applications for patents and registration of copyright in the United Statesand foreign countries.     **5.6****Remedies**. Executive acknowledges that money damages would not be sufficientremedy for any breach of this Article 5 by Executive, and Company or its affiliates shall beentitled to enforce the provisions of this Article 5 by terminating payments then owing toExecutive under this Agreement or otherwise and to specific performance and injunctive relief asremedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusiveremedies for a breach of this Article 5 but shall be in addition to all remedies available at lawor in equity, including the recovery of damages from Executive and his agents.**ARTICLE 6:****NON-COMPETITION OBLIGATIONS**     **6.1****Non-competition Obligations**. As part of the consideration for the compensationand benefits to be paid to Executive hereunder; to protect the trade secrets and confidentialinformation of Company and its affiliates that have been or will in the future be disclosed orentrusted to Executive, the business good will of Company and its affiliates that has been and willin the future be developed in Executive, or the business opportunities that have been and will inthe future be disclosed or entrusted to Executive by Company and its affiliates; and as anadditional incentive for Company to enter into this Agreement, Company and Executive agree to theprovisions of this Article 6. Executive agrees that during the period of Executive’snon-competition obligations hereunder, Executive shall not, directly or indirectly for Executive orfor others, in any geographic area or market where Company is conducting any business as of thedate of termination of the employment relationship: (i) engage in any business that is competitive with the business conducted byCompany;  (ii) render any advice or services to, or otherwise assist, any other person,association, or entity who is engaged, directly or indirectly, with any business thatis competitive with the business conducted by Company;  (iii) induce any employee of Company or its affiliates to terminate his or heremployment with Company or its affiliates, or hire or assist in the hiring of any suchemployee by any person, association, or entity not affiliated with Company; or  (iv) request or cause any customer of Company or its affiliates to terminate anybusiness relationship with Company or its affiliates.The non-competition obligations under this Agreement shall apply during the period that Executiveis employed by Company and shall continue for 12 months after the date of the termination ofExecutive’s employment with Company for any reason except any termination of this Agreementpursuant to paragraph 2.1 (Termination by Expiration). For the avoidance of
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doubt, the non-competition obligations under this Agreement shall not continue after the date ofthe termination of Executive’s employment with Company if such termination occurs for any reason atany time at or after the expiration of this Agreement as provided in paragraph 2.1 by reason ofeither Company or Executive having given an Expiration Notice pursuant to paragraph 2.1. Executiveunderstands that the foregoing restrictions may limit Executive’s ability to engage in certainbusinesses anywhere in the world during the period provided for above, but acknowledges thatExecutive will receive sufficiently high remuneration and other benefits under this Agreement tojustify such restriction.     **6.2****Enforcement and Remedies**. Executive acknowledges that money damages would not besufficient remedy for any breach of this Article 6 by Executive, and Company shall be entitled toenforce the provisions of this Article 6 by terminating any payments then owing to Executive underthis Agreement and/or to specific performance and injunctive relief as remedies for such breach orany threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach ofthis Article 6, but shall be in addition to all remedies available at law or in equity to Company,including, without limitation, the recovery of damages from Executive and Executive’s agentsinvolved in such breach and remedies available to Company pursuant to other agreements withExecutive.     **6.3****Reformation**. It is expressly understood and agreed that Company and Executiveconsider the restrictions contained in this Article 6 to be reasonable and necessary to protect theproprietary information of Company and its affiliates. Nevertheless, if any of the aforesaidrestrictions are found by a court having jurisdiction to be unreasonable, or overly broad as togeographic area or time, or otherwise unenforceable, the parties intend for the restrictionstherein set forth to be modified by such courts so as to be reasonable and enforceable and, as somodified by the court, to be fully enforced.**ARTICLE 7:****NONDISPARAGEMENT**     Executive shall refrain, both during the employment relationship and after the employmentrelationship terminates, from publishing any oral or written statements about Company, itsaffiliates, or any of such entities’ officers, employees, agents or representatives that (i) areslanderous, libelous, or defamatory; (ii) disclose private or confidential information aboutCompany, its affiliates, or any of such entities’ business affairs, officers, employees, agents, orrepresentatives; (iii) constitute an intrusion into the seclusion or private lives of the officers,employees, agents, or representatives of Company or its affiliates; (iv) give rise to unreasonablepublicity about the private lives of the officers, employees, agents, or representatives of Companyor its affiliates; (v) place Company, its affiliates, or any of such entities’ officers, employees,agents, or representatives in a false light before the public; or (vi) constitute amisappropriation of the name or likeness of Company, its affiliates, or any of such entities’officers, employees, agents, or representatives. A violation or threatened violation of thisprohibition may be enjoined by the courts. The rights afforded Company and its affiliates underthis provision are in addition to any and all rights and remedies otherwise afforded by law.     Company agrees that, both during Executive’s employment relationship and after the employmentrelationship terminates, Company, its affiliates, and such entities’ officers, employees, agents orrepresentatives shall refrain from publishing any oral or written statements
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about Executive that (i) are slanderous, libelous, or defamatory; (ii) disclose private orconfidential information about Executive; (iii) constitute an intrusion into the seclusion orprivate life of Executive; (iv) give rise to unreasonable publicity about the private life ofExecutive; (v) place Executive in a false light before the public; or (vi) constitute amisappropriation of the name or likeness of Executive. A violation or threatened violation of thisprohibition may be enjoined by the courts. The rights afforded Executive under this provision arein addition to any and all rights and remedies otherwise afforded by law.     The nondisparagement obligations of this Article 7 shall not apply to communications with lawenforcement or required testimony under law or court process.**ARTICLE 8:****MISCELLANEOUS**     **8.1****Notices**. For purposes of this Agreement, notices and all other communicationsprovided for herein shall be in writing and shall be deemed to have been duly given when personallydelivered or when mailed by United States registered or certified mail, return receipt requested,postage prepaid, addressed as follows:       **If to Company to**: Oxford Resources GP, LLC    544 Chestnut Street    P.O. Box 427    Coshocton, Ohio 43812    Attention: Chairman of the Board       **with a copy to**: AIM Infrastructure MLP Fund, L.P.    950 Tower Lane    Suite 800    Foster City, California 94404    Attention: Brian D. Barlow and Matthew P. Carbone       **If to Executive to**: Michael B. Gardner    22132 Westchester Road    Shaker Heights, Ohio 44122or to such other address as either party may furnish to the other in writing in accordanceherewith, except that notices or changes of address shall be effective only upon receipt.     **8.2****Applicable Law**. This Agreement is entered into under, and shall be governed forall purposes by, the laws of the State of Ohio.     **8.3****No Waiver**. No failure by either party hereto at any time to give notice of anybreach by the other party of, or to require compliance with, any condition or provision of thisAgreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same orat any prior or subsequent time.     **8.4****Severability**. If a court of competent jurisdiction determines that any provisionof this Agreement is invalid or unenforceable, then the invalidity or unenforceability of that
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provision shall not affect the validity or enforceability of any other provision of thisAgreement, and all other provisions shall remain in full force and effect.     **8.5****Counterparts**. This Agreement may be executed in one or more counterparts, each ofwhich shall be deemed to be an original, but all of which together will constitute one and the sameagreement.     **8.6****Withholding of Taxes and Other Employee Deductions**. Company may withhold from anybenefits and payments made pursuant to this Agreement or otherwise all federal, state, city andother taxes as may be required pursuant to any law or governmental regulation or ruling and allother normal employee deductions made with respect to Company’s employees generally.     **8.7****Headings**. The paragraph headings have been inserted for purposes of convenienceand shall not be used for interpretive purposes.     **8.8****Gender and Plurals**. Wherever the context so requires, the masculine genderincludes the feminine or neuter, and the singular number includes the plural and conversely.     **8.9****Affiliate**. As used in this Agreement, the term “affiliate” shall mean any entitywhich owns or controls, is owned or controlled by, or is under common ownership or control with,Company.     **8.10****Assignment and Assumption**. This Agreement shall be binding upon and inure to thebenefit of Company and any successor of Company, by merger or otherwise. This Agreement shall alsobe binding and inure to the benefit of Executive and his heirs. Except as provided in thepreceding provisions of this paragraph 8.10, this Agreement, and the rights and obligations of theparties hereunder, are personal and neither this Agreement, nor any right, benefit, or obligationof either party hereto, shall be subject to voluntary or involuntary assignment, alienation ortransfer, whether by operation of law or otherwise, without the prior written consent of the otherparty.     **8.11****Term**. This Agreement has a term co-extensive with the term of employmentprovided in Article 2. Termination shall not affect any right or obligation of any party which isaccrued or vested prior to such termination. The provisions of paragraphs 2.4, 2.5, 4.1, 4.4, 4.5,4.6, 4.7 and 4.8 and Articles 5, 6, 7 and 8 shall survive any termination of this Agreement.     **8.12****Entire Agreement**. Except as provided in the Excepted Plans/Agreements (asdefined below), as of the Effective Date, this Agreement will constitute the entire agreement ofthe parties with regard to the subject matter hereof, and will contain all the covenants, promises,representations, warranties and agreements between the parties with respect to employment ofExecutive by Company. Without limiting the scope of the preceding sentence, all understandings andagreements preceding the date of execution of this Agreement and relating to the subject matterhereof (other than the Excepted Plans/Agreements), including without limitation the ExistingAgreement, are as of the Effective Date superseded by and null and void and of no further force andeffect. Any modification of this Agreement will be effective only if it is in writing and signedby the party to be charged. For purposes hereof, the “Excepted Plans/Agreements” are (i) thewritten benefit plans and programs referenced in paragraph 3.3(iii)
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(and any agreements between Company and Executive that have been executed under such plans andprograms) and paragraph 4.8, (ii) any signed written agreement contemporaneously or hereafterexecuted by Company and Executive and (iii) any exceptions provided for in the terms of thisAgreement.     **8.13****Legal Expenses; Indemnification**. If Executive incurs legal costs and expenses(including reasonable attorneys’ fees) in any contest relating to rights under this Agreement andprevails in such contest, Company shall reimburse Executive (and his heirs, executors, andadministrators) for his reasonable legal costs and expenses (including reasonable attorneys’ fees)incurred with respect to such contest. Executive shall be indemnified and held harmless by Companyduring the term of this Agreement and following any termination of this Agreement for any reasonwhatsoever in the same manner as would any other key management employee of Company with respect toacts or omissions occurring prior to (a) the termination of this Agreement or (b) the terminationof employment of Executive.     **8.14****Liability Insurance**. Company shall maintain a directors’ and officers’ insuranceliability policy throughout the term of this Agreement and shall provide Executive with coverageunder such policy on terms not less favorable than provided to other Company directors andofficers.     **8.15****Arbitration**.     (i) Company and Executive agree to submit to final and binding arbitration any and alldisputes or disagreements concerning the interpretation or application of this Agreement,the termination of this Agreement, or any other aspect of the Executive’s employmentrelationship with Company. Any such dispute or disagreement will be resolved by arbitrationin accordance with the National Rules for the Resolution of Employment Disputes of theAmerican Arbitration Association before a single arbitrator. Arbitration will take place inColumbus, Ohio, unless the parties mutually agree to a different location. Company andExecutive agree that the decision of the arbitrator will be final and binding on bothparties. Any court having jurisdiction may enter a judgment upon the award rendered by thearbitrator. The costs of the proceedings shall be borne equally by the parties unless thearbitrator orders otherwise.     (ii) Notwithstanding the provisions of paragraph 8.15(i), (a) Company may, if it sochooses, bring an action in any court of competent jurisdiction for temporary or preliminaryinjunctive relief to enforce Executive’s obligations under Articles 5, 6 or 7 hereof,pending a decision by the arbitrator in accordance with paragraph 8.15(i), and (b) Executivemay, if he so chooses, bring an action in any court of competent jurisdiction for temporaryor preliminary injunctive relief to enforce Company’s obligations under Article 7 hereof,pending a decision by the arbitrator in accordance with paragraph 8.15(i). In any suchaction by Company, Executive may raise in such court any objections that he may have withregard to the enforceability of his obligations under Articles 5, 6 or 7 hereof.
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     **8.16****Provisions Regarding Effective Date**. As indicated in this Agreement, thisAgreement is effective as of the Effective Date, and accordingly in connection therewith theparties agree that the following shall apply:     (i) This Agreement shall from and after its execution by the parties be an agreementbinding upon and enforceable by both Company and Executive subject to the application of theprovisions hereof generally being effective as of the Effective Date.     (ii) The employment of Executive by Company shall continue to be governed by the termsof the Existing Agreement until the Effective Date.     (iii) In the event that the employment of Executive by Company terminates at any timeprior to the Effective Date, such termination shall be governed by the terms of the ExistingAgreement and this Agreement shall be null and void and of no force and effect.     (iv) In the event that the Effective Date does not occur on or before December 31,2010, this Agreement shall be null and void and of no force and effect and the ExistingAgreement shall continue in full force and effect.*[Signature page follows.]*
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     **INWITNESS WHEREOF**, the parties hereto have executed this Agreementon the 18th day ofJune, 2010, to be effective as of the Effective Date.      **Oxford Resources GP, LLC**