than as a passive investor in publicly traded securities), in any other business orbusinesses, whether or not similar to that of Company, except with the consent of the Board ofDirectors of Company (the “Board”). The foregoing notwithstanding, the parties recognize and agreethat Executive may engage in charitable and civic pursuits without the consent of the Board, aslong as such pursuits do not conflict with the business and affairs of Company or its affiliates orinterfere with Executive’s performance of his duties hereunder, which shall be in the sole goodfaith 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 theunauthorized disclosure of information that is, and is known or reasonably should have beenknown to the Executive to be, confidential or proprietary material information of Company oran affiliate) or (E) been convicted of (or pleaded no contest to) a crime involving 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 the amount of the target annual bonus thatmay be earned by Executive, as described in paragraph 3.2(i); or (C) a material breach byCompany of any material provision of this Agreement or of the Long-Term Incentive Plan Grantof Phantom Units dated March 31, 2008 between Company and Executive entered into pursuant tothe LTIP (as defined in paragraph 3.2(ii) below) in the form as then in effect; 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 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
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Company, an automatic resignation of Executive from the Board and from the board of directorsor similar governing body of any affiliate of Company, and an automatic resignation from the boardof 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 $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) **Annual Bonus**– For the calendar year during which the Effective Date falls, andthereafter during the period of this Agreement, Executive shall be eligible to receive anannual incentive performance bonus in an amount equal to up to 50% of his annual base salary(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 fromtime to time by the Board, based upon recommendations of the Compensation Committee of theBoard (“Compensation Committee”), and shall be pro-rated for any period of employment byCompany during such calendar year of less than twelve (12) months. The CompensationCommittee’s recommendations may take into account such criteria as it establishes in itsdiscretion, including, without limitation, recommendations from the Chief Executive Officerof Company. The criteria applicable to the annual bonus determination for Executive for anyparticular calendar year shall be (i) substantially similar (except for necessarydifferences based upon job responsibilities) for all Senior Executives and (ii) communicatedto Executive in detail within the first ninety (90) days of such calendar year.     (ii) **LTIP Awards**– Executive shall be eligible to receive awards under the LTIP, asdetermined by the Board. For purposes hereof, “LTIP” means Company’s Long-Term IncentivePlan as originally adopted on November 29, 2007, as subsequently amended and superseded byCompany’s Amended and Restated Long-Term Incentive Plan adoptedon June 18, 2010, and ifhereafter further amended by Company then as hereafter so further amended.     (iii) **Profits Participation Interest**– From and after the Effective Date, pursuant tothe terms of the Second Amended and Restated Limited Liability Company Agreement of Company(the “Company LLC Agreement”), Executive will have a profits participation interest inCompany in the form of Class B Units. The number of such
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Class B Units and all terms and conditions thereof, including, without limitation,vesting, forfeiture, transfer, buy/sell, distribution, voting and registration rights, ifany, are as set forth in and shall be governed exclusively by the Company LLC Agreement, assuch agreement may be amended in accordance with its terms from time to time.     (iv) **Change in Control Acceleration**– In the event of a Change in Control (as definedin the LTIP in its form as in effect on the date of execution hereof), and notwithstandingany applicable vesting schedule, all awards granted to Executive under the LTIP shallimmediately 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 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, and costs ofentertainment 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 four weeks of paid vacation (pro-rated for any period of employment by Companyduring such calendar year of less than twelve (12) months), which shall be considered earnedin accordance with Company’s vacation policy as in effect from time to time for SeniorExecutives, and to all holidays provided to Senior Executives of Company generally.     (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.**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
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Expiration Notice, Executive’s employment with Company shall nonetheless continue until suchemployment is actually terminated by either Company or Executive upon such expiration or at anytime thereafter, with such actual termination and the effective date thereof to be stated in awritten notice to the other party which is provided in accordance with Section 8.1, and, in thecase of a termination following such expiration by Executive for Good Reason (as described below),such notice shall be provided in accordance with paragraph 2.4 and the Good Reason TerminationProcedure shall apply to any such termination. In the event an Expiration Notice is provided byeither party, all compensation and all benefits to Executive hereunder shall continue to beprovided until the expiration of such term, and thereafter Executive shall receive suchcompensation and benefits as are determined by Company (it being understood that determinations byCompany in this regard could provide Executive with Good Reason for purposes of the immediatelyfollowing sentence) until his employment with Company is actually so terminated. Upon such actualtermination of Executive’s employment with Company, all compensation and benefits shall terminatecontemporaneously with termination of his employment with Company, except as otherwise provided inthe following sentence or under any other agreement or plan of Company that providespost-termination benefits. Upon any such actual termination of Executive’s employment with Companywhich is upon or within 12 months following the expiration of the term as described in paragraph2.1 where the Expiration Notice was given by Company, and subject to paragraph 4.4 below, ifExecutive’s employment with Company has been terminated (a) by Company and such termination is forany reason other than a reason encompassed by paragraph 2.2(i), 2.2(ii), or 2.2(iii) or (b) byExecutive for Good Reason (assuming for purposes of these clauses (a) and (b) only that thisAgreement were still in effect continually until and also at the time of any such termination),then Company shall provide Executive with a lump sum cash termination payment in an amount equal to50% of Executive’s annual base salary at the highest rate in effect at any time upon or followingexpiration of the term as provided in paragraph 2.1 hereof. Subject to paragraph 4.4, any lump sumcash termination payment due to Executive pursuant to the preceding sentence shall be paid toExecutive on the sixtieth (60th) day after the date of Executive’s actual termination ofemployment with Company. For purposes of clarity, Executive’s termination of employment hereunderby expiration of the term as provided in paragraph 2.1 hereof is the only circumstance whereExecutive’s employment with Company may continue following a termination of employment hereunder,so that a termination of Executive’s employment hereunder under any other provisions of thisAgreement automatically also results in an actual termination of Executive’s employment withCompany.     **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”) plus all Other Benefits that are accrued but unused, incurred but unreimbursed orotherwise owing, as
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applicable, to Executive as of such date. Subject to paragraph 4.4 below, any SeverancePayment due to Executive pursuant to the preceding sentence shall be paid to Executive on thesixtieth (60th) 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 Good Reasonthen Company shall provide Executive with a Severance Payment equal to the Severance Payment Amountplus all Other Benefits 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 Paymentdue to Executive pursuant to this paragraph shall be paid to Executive on the sixtieth(60th) day after the 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
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hereby agree that the payments, if any, to be received by Executive pursuant to this Article 4shall be received 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 guidance thereunder during the six-month period following his separationfrom service that will not result in the imposition of any additional tax or penalties on suchamount. For all purposes of this Agreement, Executive shall be considered to have terminatedemployment with Company when Executive incurs a “separation from service” with Company within themeaning of Section 409A(a)(2)(A)(i) of the Code and the applicable administrative guidance issuedthereunder. To the extent that Section 409A of the Code is applicable to this Agreement, theprovisions of this Agreement shall be interpreted as necessary to comply with such section and theapplicable 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
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conjunction with others, during the period of Executive’s employment by Company (whetherduring business hours or otherwise and whether on Company’s premises or otherwise) that relate toCompany’s (or any of its affiliates’) business, trade secrets, products or services (including,without limitation, all such information relating to corporate opportunities, productspecification, compositions, manufacturing and distribution methods and processes, research,financial and sales data, pricing terms, evaluations, opinions, interpretations, acquisitionsprospects, the identity of customers or their requirements, the identity of key contacts within thecustomer’s organizations or within the organization of acquisition prospects, marketing andmerchandising techniques, business plans, computer software or programs, computer software anddatabase technologies, prospective names and marks) (collectively, “Confidential Information”)shall be disclosed to Company and are and shall be the sole and exclusive property of Company (orits affiliates). Moreover, all documents, videotapes, written presentations, brochures, drawings,memoranda, notes, records, files, correspondence, manuals, models, specifications, computerprograms, E-mail, voice mail, electronic databases, maps, drawings, architectural renditions,models and all other writings or materials of any type embodying any of such information, ideas,concepts, improvements, discoveries, inventions and other similar forms of expression(collectively, “Work Product”) are and shall be the sole and exclusive property of Company (or itsaffiliates). Upon Executive’s termination of employment with Company, for any reason, Executivepromptly shall deliver such Confidential Information and Work Product, and all copies thereof, toCompany.     **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
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actions reasonably requested by Company to establish and confirm such exclusive ownership.Affiliates of Company shall be third party beneficiaries of Executive’s obligations under thisArticle 5. As a result of Executive’s employment by Company, Executive may also from time to timehave access to, or knowledge of, Confidential Information or Work Product of third parties, such ascustomers, suppliers, partners, joint venturers, and the like, of Company and its affiliates.Executive also agrees to preserve and protect the confidentiality of such third party ConfidentialInformation and Work Product to the same extent, and on the same basis, as Company’s ConfidentialInformation 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
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remedies available at law or in equity, including the recovery of damages from Executive andhis 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: (i) engage in any Business that is, as of the date of termination of theemployment relationship, (a) competitive with the Business conducted by Companyand (b) within the state of Ohio or any other state Company is conducting anyBusiness;  (ii) render any advice or services to, or otherwise assist, any otherperson, association, or entity who is engaged, directly or indirectly, with anyBusiness that is, as of the date of termination of the employment relationship,(a) competitive with the Business conducted by Company and (b) within the stateof Ohio or any other state Company is conducting Business;  (iii) induce any employee of Company or its affiliates to terminate his orher employment with Company or its affiliates, or hire or assist in the hiringof any such employee by any person, association, or entity not affiliated withCompany; or  (iv) request or cause any customer of Company or its affiliates to terminateany business relationship with Company or its affiliates.For purposes of this Article 6, “Business” shall mean any coal or coal-related business, landfillbusiness, aggregates business, or any other type of business as to which the revenues of suchbusiness comprise seven and one-half percent or more of the lesser of the revenues of Oxford LP orthe earnings of Oxford LP before interest, taxes, depreciation and amortization. Thenon-competition obligations under this Agreement shall apply during the period that Executive isemployed by Company (but, during such employment, with the Business scope and geographic scope ofsuch obligations 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
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shall not continue after the date of the termination of Executive’s employment with Company if suchtermination occurs for any reason at any time at or after the expiration of this Agreement asprovided in paragraph 2.1 by reason of either Company or Executive having given an ExpirationNotice pursuant to paragraph 2.1. Executive understands that the foregoing restrictions may limitExecutive’s ability to engage in certain businesses during the period provided for above, butacknowledges that Executive will receive sufficiently high remuneration and other benefits underthis Agreement to justify such restrictions.     **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 about Executive that(i) are slanderous, libelous, or defamatory; (ii) disclose private or
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confidential 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:** Jeffrey M. Gutman    7067 Rob Roy Drive    Dublin, Ohio 43017or 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 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
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paragraph 3.3(iii) (and any agreements between Company and Executive that have been executedunder such plans and programs) and paragraph 4.8, (ii) any signed written agreementcontemporaneously or hereafter executed by Company and Executive and (iii) any exceptions providedfor in the terms of this Agreement.     **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 ArbitrationAssociation before a single arbitrator. Arbitration will take place in Columbus, Ohio, unless theparties mutually agree to a different location. Company and Executive agree that the decision ofthe arbitrator will be final and binding on both parties. Any court having jurisdiction may entera judgment 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).
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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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     **IN WITNESS WHEREOF**, the partieshereto have executed this Agreement on the18th day ofJune, 2010, to be effective as of the Effective Date.      **Oxford Resources GP, LLC**