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 incapacitated byaccident, sickness, or other circumstances which renders him mentally or physically incapable ofperforming the duties and services required of him hereunder for 90 or more days (whether or notconsecutive) out of any consecutive 180-day period;(iii) for “Cause,” which shall mean Executive has (A) engaged in gross negligence, grossincompetence or willful misconduct in the performance of the duties required of him hereunder; (B)refused without proper reason to perform the duties and responsibilities required of him hereunder;(C) willfully engaged in conduct that is materially injurious to Company or its affiliates(monetarily or otherwise); (D) committed an act of fraud, embezzlement or willful breach offiduciary duty to Company or an affiliate (including the unauthorized disclosure of informationthat is, and is known or reasonably should have been known to the Executive to be, confidential orproprietary material information of Company or an affiliate) or (E) been convicted of (or pleadedno contest to) a crime involving fraud, dishonesty or moral turpitude or any felony; or(iv) at any time for any other reason, or for no reason whatsoever, in the sole discretion ofthe 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) a materialdiminution in Executive’s responsibilities, duties or authority; (B) a material diminution inExecutive’s base compensation or the amount of the target annual bonus that may be earned byExecutive, as described in paragraph 3.2(ii); or (C) a material breach by Company of any materialprovision of this Agreement; or(ii) at any time for any other reason, or for no reason whatsoever, in the sole discretion ofExecutive.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 90 days after the Executive has actual knowledge of the initial existence of suchcondition(s) and Company shall have 30 days following Executive’s provision of such notice toremedy such condition(s). If Company remedies the condition(s) constituting the Good Reason withinsuch 30 day period, then Executive’s employment hereunder or as a post-term employment continuationdescribed in paragraph 4.1, as applicable, shall continue and his notice of termination shallbecome void and of no further effect. If Company does not remedy the condition(s) constituting theGood Reason within such 30 day period, Executive’s employment with Company shall terminate on thedate that is 31 days following the date of Executive’s notice of termination and Executive shall beentitled to receive the payment described in paragraph 4.1 or 4.3, as applicable. The notice,remedy rights 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 or similargoverning body of any affiliate of Company, and an automatic resignation from the board ofdirectors or similar governing body of any corporation, limited liability company or other entityin which Company or any affiliate holds an equity interest and with respect to which board orsimilar 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 $270,000. 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, effective as of anydate determined by the Board. Executive’s annual base salary shall be paid in equal installmentsin accordance with Company’s standard policy regarding payment of compensation to executives but noless frequently than monthly.3.2 **Bonuses and Incentive Compensation**. During the period of this Agreement,Executive shall be provided the following bonuses and incentive compensation:(i) **Employment Inducement Bonus**— As a one-time inducement to Executive to accept employmentwith Company, Company shall pay to Executive an employment inducement bonus the (“EmploymentInducement Bonus”) in the amount, on the schedule and subject to the terms and conditions set forthin this paragraph 3.2(i):(a) on the Effective Date, Company shall pay to Executive an amount equal to $100,000(the “Initial Payment”); and(b) on the last day of each calendar quarter during Executive’s first two years ofemployment under this Agreement, Company shall pay to Executive an amount equal to $33,750,provided that, with respect to each such payment, Executive continues to be employed byCompany on the date such payment is due.Each Employment Inducement Bonus installment payment specified in this paragraph 3.2(i) to whichExecutive is entitled shall be paid (x) on the due date therefor specified above if the same is aregular payroll date and (y) otherwise on or before the earlier of the first regular payroll dateimmediately following such due date or such date as is 10 business days after such due date.(ii) **Annual Bonus**— For the calendar year beginning on the Effective Date, and thereafterduring the period of this Agreement, Executive shall be eligible to receive an annual incentiveperformance bonus in an amount equal to up to 50% of his annual base salary (or such greaterpercentage, if any, as shall be approved by the Board). The amount of Executive’s annual incentiveperformance bonus for any calendar year shall be approved from time to time by the Board, basedupon recommendations of the Compensation Committee of the Board (“Compensation Committee”), andshall be pro-rated for any period of employment by Company during such calendar year of less thantwelve (12) months. The Compensation Committee’s recommendations may take into account suchcriteria as it establishes in its discretion, including, without limitation, recommendations fromthe Chief Executive Officer of Company. The criteria applicable to the annual bonus determinationfor Executive for any particular calendar year shall be (i) substantially similar (except fornecessary differences based upon job responsibilities) for all Senior Executives and (ii)communicated to Executive in detail within the first ninety (90) days of such calendar year.Notwithstanding anything to the contrary herein, the amount of all Employment Inducement Bonusinstallment payments due in a calendar year (except the Initial Payment) shall be subtracted fromthe amount of annual incentive performance bonus for such calendaryear that may be approved by the Board
 
 

 
pursuant to this paragraph 3.2(ii) and anysuch amount shall be payable only pursuant to paragraph 3.2(i), and not as annual performance bonusunder this paragraph 3.2(ii). For the avoidance of doubt, if, for example, the Board approves anannual incentive performance bonus to be paid to Executive for calendar year 2011 in an amountequal to 75% of his annual base salary for 2011, and assuming continuous employment by Executivewith Company throughout 2011, Executive’s annual performance bonus for 2011 shall be an amountequal to $67,500, calculated as 75% multiplied by Executive’s annual base salary for 2011($202,500, assuming an annual base salary of $270,000 throughout 2011) minus Executive’s EmploymentInducement Bonus installment payments due in 2011 (an aggregate of $135,000).(iii) **LTIP Awards**— On the Effective Date, Executive shall receive an award of a number ofphantom units under the LTIP, on the terms provided in the LTIP phantom unit grant agreement, whichequals a stated fair market value of $400,000 upon the Effective Date, based on the last day’sclosing trading price immediately prior to the Effective Date. Such initial phantom unit awardshall vest 25% upon the Effective Date and 25% upon each anniversary of the Effective Date.Executive shall be eligible to receive any additional awards under the LTIP, as determined by theBoard. For purposes hereof, “LTIP” means Company’s Amended and Restated Long-Term Incentive Plan,effective on June 18, 2010, and if hereafter further amended by Company then as hereafter sofurther amended.(iv) **Profits Participation Interest**— From and after the Effective Date, pursuant to theterms of the Second Amended and Restated Limited Liability Company Agreement of Company (the“Company LLC Agreement”), Executive will have a profits participation interest in Company in theform of Class B Units. The number of Class B Units of Company to be granted to Executive pursuantto this paragraph shall be such number of Class B Units of Company as are equal to 0.5% (one-halfof one percent) of Company’s equity outstanding as of the Effective Date. All terms and conditionsof such Class B Units, including, without limitation, vesting, forfeiture, transfer, buy/sell,distribution, voting and registration rights, if any, will be substantially the same as those setforth in the provisions of the Company LLC Agreement that pertain to the Class B Units granted toCompany’s Chief Financial Officer on the effective date of the initial public offering of thecommon units of the Partnership, as the Company LLC Agreement may be amended in accordance with itsterms from time to time, and shall be governed by the provisions of the Company LLC Agreement.(v) **Change in Control Acceleration**— In the event of a Change in Control (as defined in theLTIP in its form as in effect on the date of execution hereof), and notwithstanding any applicablevesting schedule, all awards granted to Executive under the LTIP shall immediately vest.3.3 **Other Perquisites**. During his employment hereunder, Executive shall be affordedthe following benefits as incidences of his employment (all of such benefits hereinaftercollectively referred to as the “Other Benefits”):(i) **Business and Entertainment Expenses**— Subject to Company’s standard policies andprocedures with respect to expense reimbursement as applied to its executive employees generally,Company shall reimburse Executive for, or pay on behalf of Executive, reasonable and appropriateexpenses incurred by Executive for business related purposes,including dues and fees to industry and professional organizations, professional licensing,continuing legal education, and costs of entertainment and business development.
 
 

 
(ii) **Vacation**— For the calendar year during which the Effective Date falls, and thereafterfor each calendar year during the period of this Agreement, Executive shall be entitled to fourweeks of paid vacation (pro-rated for any period of employment by Company during such calendar yearof less than twelve (12) months), which shall be considered earned in accordance with Company’svacation policy as in effect from time to time for Senior Executives, and to all holidays providedto Senior Executives of Company generally.(iii) **Other Company Benefits**— Except as provided in paragraph 3.2, Executive and, to theextent applicable, Executive’s spouse, dependents and beneficiaries, shall be allowed toparticipate in all benefits, plans and programs, including improvements or modifications of thesame, which are now, or may hereafter be, available to other executive employees of Company. Suchbenefits, plans and programs shall include, without limitation, any profit sharing plan, thriftplan, health insurance or health care plan, life insurance, disability insurance, pension plan,supplemental retirement plan, vacation and sick leave plan, and the like which may be maintained byCompany. Company shall not, however, by reason of this paragraph be obligated to institute,maintain, or refrain from changing, amending, or discontinuing any such benefit plan or program, solong as such changes are similarly applicable to executive employees generally.(iv) **Malpractice Insurance**— Company shall purchase an Employed Lawyer’s malpracticeinsurance policy for Executive covering his actions and omissions on behalf of Company and itsaffiliates, with a minimum Limits of Liability of three million dollars ($3,000,000) per claim andzero Loss and Expense Deductible with the option to purchase an extended reporting endorsement(“tail coverage”), which Company shall timely purchase for unlimited calendar months should thispolicy terminate for any reason, provided that such coverage is available on commerciallyreasonable terms. Such policy shall include the same endorsements as on the current such policymaintained by Company including the SEC and Sarbanes-Oxley Coverage Endorsement and the OutsideProfessional Services Endorsement.(v) **Automobile Allowance**— For each month during the period of this Agreement, Executiveshall be entitled to an automobile allowance in the amount of $600.**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
 
 

 
ExpirationNotice is provided by either party, all compensation and all benefits to Executive hereunder shall continue to be provided until theexpiration of such term, and thereafter Executive shall receive such compensation and benefits asare determined by Company (it being understood that determinations by Company in this regard couldprovide Executive with Good Reason for purposes of the immediately following sentence) until hisemployment with Company is actually so terminated. Upon such actual termination of Executive’semployment with Company, all compensation and benefits shall terminate contemporaneously withtermination of his employment with Company, except as otherwise provided in the following sentenceor under any other agreement or plan of Company that provides post-termination benefits. Upon anysuch actual termination of Executive’s employment with Company which is upon or within 12 monthsfollowing the expiration of the term as described in paragraph 2.1 where the Expiration Notice wasgiven by Company, and subject to paragraph 4.4 below, if Executive’s employment with Company hasbeen terminated (a) by Company and such termination is for any reason other than a reasonencompassed by paragraph 2.2(i), 2.2(ii), or 2.2(iii) or (b) by Executive for Good Reason (assumingfor purposes of these clauses (a) and (b) only that this Agreement were still in effect continuallyuntil and also at the time of any such termination), then Company shall provide Executive with alump sum cash termination payment in an amount equal to 50% of Executive’s annual base salary atthe highest rate in effect at any time upon or following expiration of the term as provided inparagraph 2.1 hereof or such greater amount, if any, as is provided under any severance programgenerally available to Company’s senior management (other than any individual employmentagreement). Subject to paragraph 4.4, any lump sum cash termination payment due to Executivepursuant to the preceding sentence shall be paid to Executive on the sixtieth (60th) day after thedate 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 not be due to expirationof the term as described in paragraph 4.1 or any event or circumstance described in paragraph2.2(i), 2.2(ii), or 2.2(iii), then Company shall provide Executive with a lump sum cash paymentequal to one times Executive’s annual base salary at the rate in effect under paragraph 3.1 on thedate of such termination (such amount the “Severance Payment Amount” and such payment a “SeverancePayment”) and any previously due but unpaid payments of the Employment Inducement Bonus plus allOther Benefits that are accrued but unused, incurred but unreimbursed or otherwise owing, asapplicable, to Executive as of such date. Subject to paragraph 4.4 below, any Severance Paymentdue to Executive pursuant to the preceding sentence shall be paid to Executive on the sixtieth(60th) day after the date of Executive’s termination of employment with Company.
 
 

 
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 Good Reasonthen Company shall provide Executive with a Severance Payment equal to the Severance Payment Amountand any previously due but unpaid payments of the Employment Inducement Bonus plus all OtherBenefits that are accrued but unused, incurred but unreimbursed or otherwise owing, as applicable,to Executive as of such date. Subject to paragraph 4.4 below, any Severance Payment due toExecutive pursuant to this paragraph shall be paid to Executive on the sixtieth (60th) day afterthe date of Executive’s termination of employment with Company.4.4 **Release and Full Settlement**. Anything to the contrary herein notwithstanding, asa condition to the receipt of the termination payment under paragraph 4.1 or the Severance Paymentunder paragraph 4.2 or 4.3, as applicable, Executive shall first execute a release, in the formestablished by the Board, releasing the Board, Company, and Company’s parent corporation,subsidiaries, affiliates, and their respective shareholders, partners, officers, directors,employees, attorneys and agents from any and all claims and from any and all causes of action ofany kind or character including, but not limited to, all claims or causes of action arising out ofExecutive’s employment with Company or its affiliates or the termination of such employment, butexcluding all claims to vested benefits and payments Executive may have under any compensation orbenefit plan, program or arrangement, including this Agreement. Executive shall provide suchrelease no later than 50 days after the date of his termination of employment with Company and, asa condition to Company’s obligation to pay and provide the termination payment in accordance withparagraph 4.1 or the Severance Payment in accordance with paragraph 4.2 or 4.3, Executive shall notrevoke such release. The performance of Company’s obligations hereunder and the receipt of anytermination payment provided under paragraph 4.1 or Severance Payment provided under paragraph 4.2or 4.3 shall constitute full settlement of all 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 administrativeguidance thereunder and determined in accordance with any method selected by Company that ispermitted under the regulations issued under Section 409A of the Code), and the payment of anyamount or benefit under this Agreement to or on behalf of Executive would be subject to additionaltaxes and interest under Section 409A of the Code because the timing of such payment is not delayedas provided in Section 409A(a)(2)(B)(i) of the Code and the regulations thereunder, then any suchpayment or benefit that Executive would otherwise be entitled to during the first six monthsfollowing the date of Executive’s separation from service (within the meaning of Section409A(a)(2)(A)(i) of the Code and applicable administrative guidance thereunder) shall beaccumulated and paid or provided, as applicable, on the date that is six months after Executive’sseparation from service (or if such date does not fall on a business day of Company, the nextfollowing business day of Company), or such earlier date upon which such amount can be paid orprovided under Section 409A of the Code without being subject to such additional taxes andinterest; provided, however, that Executive shall be entitled to receive the maximum amountpermissible under Section 409A of the Code and the applicable administrative guidance thereunderduring the six-month period following his separation from service that will not result in theimposition of any additional tax or penalties on such amount. For all purposes of this Agreement,Executive shall be considered to have terminated employment with Company when Executive incurs a“separation from service” with Company within the meaning of Section 409A(a)(2)(A)(i) of the Codeand the applicable administrative guidance issued thereunder. To the extent that Section 409A ofthe Code is applicable to this Agreement, the provisions of this Agreement shall be interpreted asnecessary to comply with such section and the applicable administrative guidance issued thereunder.4.8 **Separate Agreements, Plans and Other Documents Describing Benefits**. ThisAgreement governs the rights and obligations of Executive and Company with respect to Executive’sbase salary and certain perquisites of employment. Except as expressly provided herein,Executive’s rights and obligations both during the term of his employment and thereafter withrespect to his ownership rights in Company and Oxford LP, and other benefits under the plans andprograms maintained by Company shall be governed by the separate agreements, plans and the otherdocuments and instruments governing such matters. Notwithstanding anything to the contrary herein,in connection with any termination of employment of Executive, in the case of any Other Benefit towhich Executive may be entitled that is governed by the terms of any written plan, policy oragreement of Company, Executive’s entitlement to such benefit and the timing of any payment thereofshall be determined under the applicable provisions of such plan, policy or agreement.**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 their requirements, the identity of key contacts within the customer’s organizations or withinthe organization 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 protect theconfidentiality of all Confidential Information or Work Product of Company (or its affiliates).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.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. Notwithstanding the preceding sentence, duringany period in which Executive is alleged to be in breach of this Article 5 but during which hecontinues to be an employee of Company, Company shall not be entitled to terminate payments of basesalary owing to Executive under paragraph 3.1; provided, however, that, in the event that Executiveis found to be in breach of this Article 5 and his employment with Company is terminated, Companymay recoup such base salary payments relating to the period from and after such breach in additionto any other damages relating to such 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 anadditionalincentive 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:
 
 

 
(i) engage in any Business that is (a) competitive with the Business conducted by Company and(b) within the state of Ohio or any other state Company is conducting any Business, determined asof the date of termination of the employment relationship for any period from and after the date oftermination of the employment relationship (a “Competitive Business”);(ii) render any advice or services to, or otherwise assist, any other person, association, orentity who is engaged, directly or indirectly, with any Competitive Business (it being understoodand agreed that Executive may, at any time after termination of Executive’s employment withCompany, be a partner in, employed by or otherwise affiliated with any law firm that renders anysuch advice, services or assistance, provided that Executive does not personally render any suchadvice, services or assistance);(iii) induce any employee of Company or its affiliates to terminate his or her employment withCompany or its affiliates, or hire or assist in the hiring of any such employee by any person,association, or entity not affiliated with Company; or(iv) request or cause any customer of Company or its affiliates to terminate any businessrelationship with Company or its affiliates.For purposes of this Article 6, “Business” shall mean any coal or coal-related business, landfillbusiness, aggregates business, or other type of business as to which the revenues of such businesscomprise seven and one-half percent or more of the lesser of the revenues of Oxford LP or theearnings of Oxford LP before interest, taxes, depreciation and amortization. The non-competitionobligations under this Agreement shall apply during the period that Executive is employed byCompany (but, during such employment, with the Business scope and geographic scope of suchobligations measured as of the relevant date during Executive’s employment with Company). Thenon-competition obligations under this Agreement shall also continue for 12 months after the dateof the termination of Executive’s employment with Company for any reason except any termination ofthis Agreement pursuant to paragraph 2.1 (Termination by Expiration). For the avoidance of doubt,the non-competition obligations under this Agreement shall not continue after the date of thetermination of Executive’s employment with Company if such termination occurs for any reason at anytime at or after the expiration of this Agreement as provided in paragraph 2.1 by reason of eitherCompany 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 during the period provided for above, but acknowledges that Executive will receivesufficiently high remuneration and other benefits under this Agreement to justify suchrestrictions.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 remediesfor such breach or any threatened breach. Such remedies shall not be deemed the exclusiveremedies for a breach of this Article 6, but shall be in addition to all remedies available at lawor in equity to Company, including, without limitation, the recovery of damages from Executive andExecutive’s agents involved in such breach and remedies available to Company pursuant to otheragreements with Executive.
 
 

 
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 about Executive that(i) are slanderous, libelous, or defamatory; (ii) disclose private or confidential informationabout Executive; (iii) constitute an intrusion into the seclusion or private life of Executive;(iv) give rise to unreasonable publicity about the private life of Executive; (v) place Executivein a false light before the public; or (vi) constitute a misappropriation of the name or likenessof Executive. A violation or threatened violation of this prohibition may be enjoined by thecourts. The rights afforded Executive under this provision are in addition to any and all rightsand 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  41 South High Street  Suite 3450  Columbus, Ohio 43215  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: Daniel M. Maher  8137 Linden Leaf Circle  Columbus, Ohio 43235or 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 thatprovision shall not affect the validity or enforceability of any other provision of this Agreement,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 orruling and all other normal employee deductions made with respect to Company’s employeesgenerally.
 
 

 
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 superceded by this Agreement and null and void and of nofurther force and effect. Any modification of this Agreement will be effective only if it is inwriting and signed by the party to be charged. For purposes hereof, the “ExceptedPlans/Agreements” are (i) the written benefit plans and programs referenced in paragraph 3.3(iii)(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**. Company shall reimburse Executive for hisreasonable attorneys fees in connection with the review and negotiation of this Agreement. Inaddition, if Executive incurs legal costs and expenses (including reasonable attorneys’ fees) inany contest relating to rights under this Agreement and prevails in such contest, Company shallreimburse Executive (and his heirs, executors, and administrators) for his reasonable legal costsand expenses (including reasonable attorneys’ fees) incurred with respect to such contest.Executive shall be indemnified and held harmless by Company during the term of this Agreement andfollowing any termination of this Agreement for any reason whatsoever in the same manner as wouldany other executive employee of Company with respect to acts or omissions occurring prior to (a)the termination of this Agreement or (b) the termination of 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 and for amounts not less favorable to Executive than provided to otherSenior Executives.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, thetermination of this Agreement, or any other aspect of the Executive’s employment relationship withCompany. Any such dispute or disagreement will be resolved by arbitration in accordance with theNational Rules for the Resolution of Employment Disputes of the American Arbitration Associationbefore a single arbitrator. Arbitration will take place in Columbus, Ohio, unless the partiesmutually agree to a different location. Company and Executive agree that the decision of thearbitrator will be final and binding on both parties. Any court having jurisdiction may enter ajudgment upon the award rendered by the arbitrator. The costs of the proceedings shall be borneequally by the parties unless the arbitrator orders otherwise.(ii) Notwithstanding the provisions of paragraph 8.15(i), (A) Company may, if it so chooses,bring an action in any court of competent jurisdiction for temporary or preliminary injunctiverelief to enforce Executive’s obligations under Articles 5, 6 or 7 hereof, pending a decision bythe arbitrator in accordance with paragraph 8.15(i), and (B) Executive may, if he so chooses, bringan action in any court of competent jurisdiction for temporary or preliminary injunctive relief toenforce Company’s obligations under Article 7 hereof, pending a decision by the arbitrator inaccordance with paragraph 8.15(i).*[Signature page follows.]*
 
 

 
**IN WITNESS WHEREOF**, the parties hereto have executed this Agreement on the 1st day of August,2010, to be effective as of the Effective Date.      **Oxford Resources GP, LLC**