April 20, 2012


 


Nancy S. Stephenson


22610 US Highway 281 N., Suite 218


San Antonio, TX 78258


 


Re:     Amendment to Letter Agreement


 


Dear Nancy:


 


In connection with
your employment with Cross Border Resources, Inc. as the Company’s Chief Accounting Officer, Treasurer and Secretary, the
Company and you (the “Executive”) have agreed to the following modifications to the severance and change in control
package originally provided on March 6, 2012 (the “Letter Agreement”). Except as set forth herein, the terms of the
Letter Agreement remain in full force and effect. Terms not defined herein shall have the meaning set forth in the Letter Agreement.


 


With regard to the
payment described in section 5 of the Letter Agreement, rather than being due and payable within ten (10) days of the Corporate
Transaction, the amounts due shall be payable in four equal installments with the payments due on or before the following dates:
(i) ten (10) days after the Corporate Transaction, (ii) the last day of the second quarter of the Company’s fiscal year,
(iii) the last day of the third quarter of the Company’s fiscal year, and (iv) the last day of the fourth quarter of the
Company’s fiscal year.


 


With regard to the
last sentence in section 6 of the Letter Agreement, it is deleted and replaced with the following:


 


Executive's entitlement to the benefits
provided in Section 5 are contingent on Executive countersigning and delivering to the Company and not revoking a Mutual Release,
the form of which is attached hereto as Exhibit A, on or prior to the date upon which amounts are payable to Executive pursuant
to this Letter Agreement.


 


Nothing herein shall
be deemed to change your employment from an at-will position or alter the other terms of your employment. Your employment shall
be terminable by you or the Company at any time; provided that the Company shall pay to you the any amounts required as described
in the Letter Agreement and above.


 






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If the foregoing is
acceptable, please acknowledge your acceptance of the foregoing by signing on the line below.


 


 


	 	Sincerely, 
	 	 
	 	CROSS BORDER RESOURCES, INC.
	 	 	 
	 	 	 
	 	By:	/s/Brad Heidelberg
	 	 	Brad Heidelberg
	 	 	Director and Chair of the Compensation Committee


 


 


ACCEPTED AND AGREED:


 


 


/s/Nancy S. Stephenson


Nancy S. Stephenson


 






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EXHIBIT A


 


MUTUAL RELEASE


 


THIS MUTUAL RELEASE
(this "Agreement") is entered into this ___ day of April, 2012, by and between _______________ ("Executive")
and CROSS BORDER RESOURCES, INC. (the "Company") (collectively referred to as the "Parties")
to resolve all issues related to or arising out of Executive’s employment with the Company through the Change of Control
Date. This Agreement is delivered in connection with that certain Agreement dated April __, 2012, by and between Red Mountain Resources,
Inc. and the Company and becomes effective on the Change of Control Date as defined therein. In consideration of the mutual covenants
contained herein, the sufficiency of which the Parties acknowledge, the Parties agree as follows:


 


1.          Change
in Control Payment. In consideration for the agreements and releases by Executive set forth below, Company agrees that
the Company shall pay Executive an amount (the “Change in Control Payment”) in accordance with the Letter Agreement
by and between Company and Executive dated March 6, 2012 as amended on April 20, 2012 ("Letter Agreement"). Executive
acknowledges and agrees that, but for her execution of this Agreement, she would not be entitled to the Change in Control Payment
described above. In the event of death of the Executive prior to receipt of all amounts due hereunder
or under the Letter Agreement, any remaining Change in Control Payment shall be paid to the estate of the Executive.


 


2.          Terms
of Settlement.


 


(a)     Settlement
and Release.


 


(i)     Release
By Executive. Subject to the conditions hereinafter set forth, and in exchange for the payment of the Change in Control Payment
subject to all applicable tax withholding, Executive hereby:


 


(1)     forever
releases and discharges the Company and its respective officers, directors, stockholders, agents, employees, subsidiaries, affiliates,
successors and assigns (collectively, the "Released Persons") from any and all claims, actions, causes of actions and
demands of Executive, known or unknown, that Executive may have against the Released Persons, and any other claims that may arise
in connection with Executive's capacity as an employee, officer, director or stockholder of the Company (whether directly or derivatively
through the Company) through the date hereof, including, without limitation, all damages, obligations, liabilities, costs and expenses
incurred or otherwise suffered by Executive in connection therewith; specifically excluding, however, any claims for breach of
any representation, warranty, obligation or covenant by the Company contained in this Agreement; and


 


(2)     covenants
and agrees not to sue or bring, or cause or permit to be commenced, any action or legal proceeding against the Company or any of
such Released Persons in connection with any claim, action, cause of action or demand released by Executive herein.


 


(I)     Without
limiting the foregoing terms, this Agreement specifically includes and extinguishes all known or unknown claims, suits, actions,
causes of action, demands or charges for age, sex, gender, pregnancy, sexual orientation, race, color, national origin, disability
discrimination, or discrimination on any other basis, retaliation, "whistle-blowing," any and all wage claims, breach
of contract, wrongful discharge, detrimental reliance, retaliatory discharge, infliction of emotional distress claims, any other
tort claims, and any and all claims, suits, actions, causes of action, demands or charges arising from any alleged violation by
or on behalf of the Released Persons, of any federal, state or local constitution, statute, regulation, ordinance, order, public
policy or common law.


 






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(II)     Nothing
in this Agreement precludes Executive from asserting any claim she may have pursuant to the Texas Workers’ Compensation Act,
nor shall this Agreement preclude Executive from asserting any claim to enforce the terms of this Agreement or for a breach of
this Agreement.


 


This release
is not intended to encompass claims for workers' compensation or unemployment benefits. Nor is this release intended to prevent
Executive from filing a statutory claim concerning employment with the Company or the termination thereof with the federal Equal
Employment Opportunity Commission ("EEOC"), or similar state agencies. However, if Executive does so, or if any
such claim is prosecuted in her name before any court or administrative agency, Executive waives and agrees not to take any award
of money or other damages from such suit.


 


Further, this
release does not limit or proscribe Executive’s non-waivable right to participate as a witness
or cooperate in any investigation by the EEOC or other agency, apply to any claim arising out of conduct occurring after the date
this Agreement is signed, apply to any claim to enforce the terms of this Agreement or apply to any claim to challenge the validity
of this Agreement under the Older Workers’ Benefit Protection Act.


 


(ii)     Release
By Company. Subject to the conditions hereinafter set forth, and in exchange for the agreements of Executive herein, the Company
hereby:


 


(1)     forever
releases and discharges Executive, her heirs and personal representatives, from any and all claims, actions, causes of action and
demands of the Company, its officers, directors, and other stockholders, known or unknown, arising out of or in any way relating
to any claims heretofore made by such persons against Executive, and any other claims that may arise in connection with Executive's
capacity as an employee, officer or stockholder of the Company (whether directly or indirectly) through the date hereof, including
without limitation all damages, costs and expenses incurred or otherwise suffered by the Company, its officers, directors, and
other stockholders in connection therewith, specifically excluding, however, any claim for breach of any representation, warranty,
obligation or covenant of Executive contained in this Agreement and any claims, actions, causes of actions and demands arising
from any deliberately dishonest, malicious or fraudulent act or omission or any willful violation of law by Executive; and


 






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(2)     covenants
and agrees not to sue or bring, or cause or permit to be commenced, any action or legal proceeding, against Executive, her heirs
or personal representatives in connection with any claim, action, cause of action or demand released by such persons herein.


 


(iii)     Mutual
Assurances. The Parties hereto hereby mutually affirm and warrant to the other that they are unaware of any asserted or unasserted
claims, causes of action or lawsuits against or by either party against the other, and as set forth elsewhere in this Agreement,
do hereby mutually release and hold each other harmless from any such claims that may now exist or subsequently arise.


 


(b)     Allocation
of Change in Control Payment. The Company and Executive agree that the Change in Control Payment shall be allocated totally
as compensation to Executive. The Parties hereto agree to consistently report this allocation in the manner set forth above on
their books and tax returns.


 


(c)     Compromise
of Disputed Claims. The Parties acknowledge that this is a compromise and settlement and that this Change in Control Payment
is to provide severance compensation to Executive and to avoid the potential expense and inconvenience of litigation, and that
neither party admits any liability with respect to the foregoing, and in fact, each party expressly denies liability with respect
thereto. In no event shall anything contained herein be construed as an admission of liability on the part of any of the parties
hereto or any other persons released from liability herein.


 


(d)     Full
and Complete Settlement. Executive acknowledges that the agreements contained herein and payment of the Change in Control Payment
are to be made and received in full and complete settlement and satisfaction of all of the aforesaid claims, actions, causes of
actions, demands, damages, costs and expenses. The Company acknowledges that Executive's agreements contained herein are to be
made and received in full and complete settlement and satisfaction of all of the aforesaid claims, action, causes of actions, demands,
damages, costs and expenses. This Agreement is entered into freely and voluntarily by the parties with the approval and the opportunity
to obtain the advice of counsel.


 


3.          Indemnification
and Insurance.


 


(a)     Indemnification.
The Company agrees to indemnify and hold harmless Executive from and against all costs, damages, expenses, liabilities, claims,
suits and causes of action of every nature arising out of or in connection with Executive’s employment with the Company;
provided, however, that the Company shall have no obligation to indemnify or hold harmless Executive from any claims, actions,
causes of actions and demands arising from any deliberately dishonest, malicious or fraudulent act or omission or any willful violation
of law by Executive.


 






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(b)     Insurance.
The Company agrees that it will maintain its existing directors and officers liability insurance
policy until December 31, 2015; provided, however, that the Company shall have the option to terminate such policy at any time
and obtain tail insurance in its place providing for coverage of the Executive on the date prior to the date hereof so long as
coverage under such tail policy extends through December 31, 2015.


 


4.          No
Encouragement of Claims. The Parties will not encourage any person to file a lawsuit, claim, or complaint against any of the
Parties. The Parties will not assist any person who has filed a lawsuit, claim, or complaint against any of the Parties unless
it is required to render such assistance pursuant to a lawful subpoena or other legal obligation.


 


5.          Cooperation.
Executive agrees to cooperate with Company in any internal investigation or administrative, regulatory or judicial proceeding as
reasonably requested by Company including, without limitation, Executive being available to Company upon reasonable notice for
interviews and factual investigations, appearing at Company’s request to give testimony without requiring service of a subpoena
or other legal process, volunteering to Company all pertinent information and turning over to Company all relevant documents which
are or may come into Executive’s possession.


 


6.          Non-Admission.
This Agreement does not constitute an admission by any of the Parties, and each Party specifically denies, that any action that
any of the Parties has taken or has failed to take with respect to one another was or is wrongful, unlawful, in violation of any
local, state or federal act, statute or constitution or susceptible of inflicting any damages or injury upon the other Party.


 


7.          Applicable
Law. This Agreement shall be governed by, construed, and enforced in accordance with, and all questions concerning the construction,
validity, interpretation and performance of this Agreement shall be governed by, the laws of the State of Texas without giving
effect to that State’s principles regarding conflict of laws.


 


8.          Severability.
In the event that any provision of this Agreement is found by any court or tribunal of competent jurisdiction to be invalid or
unenforceable, the remaining provisions shall remain valid and enforceable.


 


9.          Remedies
Upon Breach of Agreement. In the event of any breach of this Agreement, the party aggrieved shall be entitled to recover from
the other party not only the amount of any judgment which may be awarded against the breaching party, but also such other damages,
costs and expenses as may be incurred by the aggrieved party as a result of such breach, including court costs, reasonable attorney's
fees, and all other reasonable out-of-pocket costs and expenses incurred in connection therewith, taxable or otherwise, in preparing
the defense of, defending against or seeking or obtaining an abatement of or injunction against such action or proceeding, in establishing
or maintaining the applicability or validity of this Agreement or any provision thereof, and in prosecuting any counterclaim or
crossclaim based thereon.


 






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10.          Entire
Agreement. This Agreement contains the entire agreement and understanding between Executive and Company concerning the matters
described herein and supersedes all prior agreements, discussions, negotiations, understandings and proposals of the parties. Notwithstanding
the foregoing sentence, those provisions of Executive’s Employment Agreement that by their terms are intended to survive
and are enforceable past the Termination Date shall continue to bind the Executive and are incorporated by reference herein. The
terms of this Agreement cannot be changed except in a subsequent document signed by Executive and an authorized officer of Company.
This Agreement binds and is for the benefit of Executive and Company as well as his/her/its respective heirs, personal representatives,
successors and assigns.


 


11.          Counterparts
and Facsimile Execution. This Agreement may be executed in two or more counterparts each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. To facilitate the execution of this Agreement, this Agreement
may be executed by facsimile signature, with the original signature to be provided promptly after facsimile transmission.


 


12.          Expenses.
Except as provided herein, each party shall pay their own respective legal and other professional fees and other expenses incurred
in connection with the matters addresses herein.


 


13.          Revocation
Period. Executive has the right to revoke this Agreement during a period of seven (7) days after Executive signs it ("Revocation
Period"). To revoke this Agreement, Executive must sign and send a written notice of Executive’s decision to revoke
the Agreement, addressed to Company, and that written notice must be received no later than seven (7) days after Executive signed
this Agreement. If Executive exercises her right to revoke this Agreement, Executive will not be entitled to any of the money,
benefits and other consideration from Company described in Paragraph 4, and must immediately repay to Company any consideration
that Executive already has received from Company under that paragraph.


 


14.          Knowing
and Voluntary Waiver. Executive acknowledges that she: (a) has completely read this Agreement and fully understands its meaning;
(b) has had the opportunity of twenty-one (21) days to review this Agreement before signing it; (c) has had the full opportunity
to investigate all matters pertaining to Executive’s claims and fully understands its terms and contents, including the rights
and obligations hereunder; (d) has been informed of the right to consult an attorney before signing this document; (e) is
entering into this Agreement knowingly and voluntarily; and (f) the only consideration Executive is receiving for signing this
Agreement is described herein, and no other promises or representations of any kind have been made by any person or entity to cause
Executive to sign this Agreement.


 






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15.          Older
Workers’ Benefit Protection Act Protections. Pursuant to the Age Discrimination in Employment Act and the Older
Workers’ Benefit Protection Act, if Executive is over the age of forty (40), Company hereby advises Executive of the following:


 


(a)     Executive
is advised to consult with an attorney prior to signing this Agreement.


 


(b)     Executive
is advised to completely read this Agreement and fully understand its meaning.


 


(c)     Executive
has up to forty-five (45) days within which to consider whether she should sign this Agreement. Executive may sign this
Agreement at any time during this 45-day period. However, the offer contained in this Agreement will expire if it is not accepted
within 45 days after Executive receives it.


 


(d)     If
Executive signs the Agreement, she shall have seven (7) days thereafter to revoke the Agreement. To revoke the Agreement,
Executive must deliver written notice of the revocation to Company, so that it is received before the seven (7) day revocation
period expires.


 


(e)     In
signing this Agreement, Executive has had the full opportunity to investigate all matters pertaining to Executive’s claims
and fully understands its terms and contents, including the rights and obligations hereunder.


 


(f)     In
signing this Agreement, Executive is not releasing or waiving any federal age discrimination claims based on conduct or events
that occur after the Agreement is signed.


 


(g)     Executive
is entering into this Agreement knowingly and voluntarily.


 


(h)     Executive’s
only consideration for signing this Agreement is described herein, and no other promises or representations of any kind have been
made by any person or entity to cause Executive to sign this Agreement.


 


READ CAREFULLY.


THIS DOCUMENT CONTAINS A RELEASE OF ALL


KNOWN AND UNKNOWN CLAIMS.


 


	[NAME OF EXECUTIVE]	 	CROSS BORDER RESOURCES, INC.	 
	 	 	 	 
	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	 
	 	 	Its:	 	 
	 	 	 	 	 
	 	 	 	 	 
	PRINT YOUR NAME	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Date Signed by Executive	 	 	Date Signed by Company	 
	 	 	 	 	 


 






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