Exhibit 10.2


    
      

    

    LETTERHEAD
      OF

    ATLAS
      AMERICA, INC.

     

    April
      5,
      2006

    


    


    Mr.
      Richard Weber

    31387
      Edgewood Road

    Pepper
      Pike, OH 44124

    


    
      	 	
              Re:

            	
              Agreement
                for Services

            


    

    


    Dear
      Rich:

    


    We
      at
      Atlas America, Inc. (“AAI”) are delighted that you have agreed to join us and be
      employed as President, Chief Operating Officer and a manager of a new management
      company which will be a Delaware limited liability company (the “Company”)
      formed by AAI. The Company will manage the entity established by AAI to conduct
      its exploration and production and direct placement businesses (“Atlas Energy
      LLC”). The terms and conditions under which you will be performing those
      services, intending to be legally bound, are as follows (the
“Agreement”):

     

    1.    Title
      and Position.
      You will
      serve as the President and Chief Operating Officer of the Company and will
      be on
      its board of managers (the “Office”).

     

    2.    Services.
      You
      will
      serve the Company diligently, competently, and to the best of your ability
      during the period of employment. You will devote substantially all of your
      working time and attention to the business of the Company and its affiliates,
      and you will not undertake any other duties which conflict with your
      responsibilities to the Company. The Company and AAI shall provide you with
      sufficient support, capital and quality personnel to assist you in performing
      and discharging your duties. Initially, you will perform your duties from an
      office in the Cleveland, Ohio metropolitan area and the Company will hire a
      person to assist you. If you later determine that an office in another locality
      would be more appropriate for the performance of your duties, the Company will
      consider your possible relocation.

     

    Your
      Office shall report (as the highest level officer of the Company and Atlas
      Energy LLC other than its Chief Executive Officer) only to the Chief Executive
      Officer and the Company’s board of managers (“Board”). You shall have all of the
      traditional functions, powers and authority as are customary for the President
      and Chief Operating Officer managing a group the size of the Company and Atlas
      Energy LLC. You will render such services as may reasonably be required of
      you
      to accomplish the business purposes of the Company, which shall include, but
      may
      not be limited to day to day oversight of the Company’s business and those of
      any subsidiaries, and such duties, which are appropriate to the office, as
      the
      Chief Executive Officer or the Board may assign to you from time to
      time.

     

    3.    Term.
      The term
      of your employment shall commence on April 17, 2006 (the “Employment Effective
      Date”) and, unless sooner terminated pursuant to Section 5, shall continue for a
      period of two (2) years thereafter. The two (2) year period is hereafter
      referred to as the “Contract Period.” After the first year of the Contract
      Period, the term shall automatically renew daily so that on any day that this
      Agreement is in effect, the Contract Period shall have a remaining term of
      not
      less than one (1) year; provided, however, that such automatic extension shall
      cease upon the Company’s notice of its election to terminate this Agreement at
      the end of the one (1) year period then in effect, which such notice may not
      be
      given prior to the first anniversary of the date of this Agreement. Termination
      of your employment hereunder for any reason shall be referred to as a
“Termination.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.    Compensation. Your
      compensation and participation in equity compensation and benefits during the
      Contract Period shall be as follows:

     

    (a)    Base
      Salary.
      During
      the Contract Period, you shall receive an annual base salary ("Annual Base
      Salary") of not less than Three Hundred Thousand Dollars ($300,000). The Annual
      Base Salary shall be payable in accordance with the Company's regular payroll
      practice for its senior executives, as in effect from time to time. During
      the
      Contract Period, the Annual Base Salary may be reviewed by the Board for
      possible increase; however, your Annual Base Salary shall not
      decrease.

     

    (b)    Bonus.
      During
      the first year of the Contract Period, your bonus shall be at least Seven
      Hundred Thousand Dollars ($700,000) of which One Hundred Thousand Dollars
      ($100,000) shall be paid ratably over the year, with the remaining Six Hundred
      Thousand Dollars ($600,000) payable at the normal time for the payment of
      bonuses by the Company, but not later than March 31st
      of the
      subsequent year.

     

    (c)    Equity
      Compensation.
      The
      Atlas Energy LLC Units, Atlas Energy LLC Options and AAI Options referenced
      herein are sometimes referred to individually as a “Security” or collectively as
      the “Securities.” All Securities, including units or shares issuable on exercise
      of options, shall be non-assessable and subject to the same rights, privileges,
      preferences and distributions as the same class of Securities held by other
      holders. The term “Issuer” shall mean Atlas Energy LLC in the case of Atlas
      Energy LLC Units and Atlas Energy LLC Options, and shall mean AAI in the case
      of
      the AAI Options and shares of common stock issuable on exercise
      thereof.

     

    (i)    Atlas
      Energy LLC Units. At
      the
      time of the initial public offering (“IPO”) of Atlas Energy LLC, you will
      receive a grant of units of Atlas Energy LLC with a value of One Million Dollars
      ($1,000,000) (based on the IPO price), which units will be subject to forfeiture
      (the “Restriction”) in the event that you are no longer employed by the Company
      (“Atlas Energy LLC Units”). The Restriction on 25% of the units will terminate,
      and your interest in the units shall vest, on each of the first four anniversary
      dates of the Employment Effective Date. It is intended that you will have voting
      rights and distribution rights with respect to the Atlas Energy LLC Units
      immediately upon their issuance. 

     

    (ii)   Atlas
      Energy LLC Options. Also
      at
      the time of the IPO, you will receive options to acquire one percent of the
      number of units of Atlas Energy LLC outstanding immediately following the IPO
      (excluding your Atlas Energy LLC Units) (“Atlas Energy LLC Options”), with a
      strike price equal to the IPO price and an exercise term of ten (10) years.
      Such
      options will vest 25% per year on each of the first four anniversary dates
      of
      the Employment Effective Date.

     

    (iii)   AAI
      Options. You
      will
      also immediately upon execution of this Agreement be granted options to purchase
      50,000 shares of stock of AAI pursuant to the Atlas America, Inc. Stock
      Incentive Plan at the current fair market value of such shares and an exercise
      term of ten (10) years. For each year in which you remain employed by the
      Company, these options will vest 25% per year on each of the first four
      anniversary dates of the Employment Effective Date.

     

    (iv)   Atlas
      Energy LLC IPO. If,
      on
      the first anniversary date of the Effective Date of your employment under this
      Agreement, the IPO of Atlas Energy LLC has not been effected and is not
      reasonably anticipated to be capable of timely completion, the intended
      restricted units and options with respect to Atlas Energy LLC units will be
      replaced by One Million Dollars ($1,000,000) (based on the then current price)
      of stock (with the Restriction) of AAI and AAI options to acquire an amount,
      not
      to exceed 0.5%, of the then outstanding number of AAI shares (excluding AAI
      shares granted to you). The amount referred to in the preceding sentence
      shall be determined by dividing the value of AAI’s exploration and production
      business by the value of all of its businesses and multiplying the result by
      1%,
      with a cap of 0.5%. The AAI options issued pursuant to this paragraph shall
      have
      a strike price equal to the then fair market value of such shares with the
      same
      vesting schedule as would have existed for Atlas Energy LLC options had the
      IPO
      occurred on the date that AAI options are granted.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (v)    Change
      of Control.
      All
      Securities shall vest 100% and the Restriction shall terminate automatically
      upon a Change of Control of Atlas Energy LLC. “Change of Control” shall mean for
      purposes of this Agreement, the occurrence of any of the following: (1) the
      acquisition of the beneficial ownership under the Securities Exchange Act of
      1934, of 50% percent or more of AAI or Atlas Energy LLC’s voting securities or
      all or substantially all of the assets of either AAI or Atlas Energy LLC by
      a
      single person or entity or a group of affiliated persons or entities, other
      than
      an entity of which either Edward Cohen or Jonathan Cohen is an officer, manager,
      or director or participant; or (2) AAI or Atlas Energy LLC consummates a merger,
      consolidation, share exchange, division, split or other transaction (the
“Transaction”) with an unaffiliated entity, at anytime after which the Company
      is not the manager of Atlas Energy LLC; (3) the shareholders of AAI or Atlas
      Energy LLC approve a plan of complete liquidation or winding up or enter an
      agreement for the sale or disposition in one transaction or a series of
      transactions, of all or substantially all of the assets, other than to an entity
      of which Edward Cohen or Jonathan Cohen is an officer, manager, director or
      participant; or (4) the bankruptcy of AAI, the Company or Atlas Energy
      LLC.

     

    (vi)   Accelerated
      Vesting.
      The
      Restriction shall terminate in advance of the vesting described above upon
      whichever is the first to occur of (a) a Change in Control; or (b)
      Termination by you for Good Reason or by the Company other than for Cause.
      All
      Securities as to which the Restriction has terminated are fully (100%) vested
      Securities. Vested Securities shall not be subject to forfeiture under any
      circumstance, including but not limited to whether your term of employment
      is
      terminated by the Company or you, whether for Cause, Good Reason, without Cause,
      or on any other basis.

     

    (vii)   Registration
      of Securities. AAI
      and
      Atlas Energy LLC (each an “Issurer”) each agrees to file with the U.S.
      Securities and Exchange Commission as soon as reasonably practicable, a
      Registration Statement on Form S-8 providing for, with respect to Atlas Energy,
      the resale of the Atlas Energy LLC Units, and the units of Atlas Energy LLC
      issuable upon exercise of the Atlas Energy LLC Options and, with respect to
      RAI,
      the shares of common stock issuable upon exercise of the AAI Options
      (collectively, the "Registrable Securities"). Each such Issuer shall cause
      its
      respective Registration Statement to remain effective until the earlier of
      (i)
      the date on which all of the Registrable Securities included in such
      Registration Statement have been sold pursuant to such Registration Statement
      or
      pursuant to Rule 144 and (ii) the expiration of the exercise period for all
      Securities included in such Registration Statement. The Issuer shall pay all
      registration expenses in connection with the registration of the Registrable
      Securities pursuant to this Agreement. Further, each Issuer agrees to register,
      list and qualify the Registrable Securities issued or issuable by it on a U.S.
      national securities exchange registered with the U.S. Securities and Exchange
      Commission and maintain in good standing at all times the registration, listing
      and qualification thereof, including the timely filing of all periodic and
      other
      reports. In the event that you seek to sell, assign, transfer or otherwise
      dispose of Securities on the basis of an exemption from registration under
      the
      Securities Act of 1933, as amended, and under the provisions of applicable
      state
      law, you shall provide to the Issuer of such Securities an opinion of your
      counsel reasonably acceptable to the effect that the transaction is exempt
      from
      registration, and such Issuer shall issue appropriate instructions to its
      transfer agent at no cost to you necessary to effectuate the sale.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (viii)   Section
      16 Compliance.
      Each
      Issuer shall take all actions necessary so that the grant of all Securities
      issued or issuable by it shall comply with the requirements of Exchange Act
      Rule
      16b-3(d) necessary for each grant to qualify for the exemption available
      thereunder from potential liability under Section 16(b) of the Securities
      Exchange Act of 1934, to the extent applicable to you.

     

    (ix)    
      Adjustments
      Upon Changes in Capitalization. In
      the
      event of changes in the outstanding securities of the Issuer by reason of
      distributions, dividends, splits, reverse splits, recapitalizations, mergers,
      consolidations, combinations or exchanges of units or shares, separations,
      reorganizations, liquidations, or changes in the number (other than in
      connection with the issuance of securities for fair market value or services)
      and classes of securities issued and outstanding, the number of Securities
      to be
      issued pursuant to the Atlas Energy LLC Units, the Atlas Energy LLC Options
      and
      the AAI Options shall be correspondingly adjusted, so that your proportionate
      interest in the Issuer, any successor thereto, or in the cash, assets or other
      securities into which the Securities are converted or exchanged, shall be
      maintained to the same extent, as near as may be practicable, as immediately
      before the occurrence of any such event.

     

    (x)     
      Exercise
      of Options and Cashless Conversion. Any
      vested Atlas Energy LLC Options and the AAI Options may be exercised, in whole
      or in part, at any time or from time to time, by delivery to the Issuer of
      written notice of exercise, together with payment of a purchase price payable
      in
      cash or instructions to effectuate a cashless exercise. You shall have the
      right, but not the obligation, to elect to exercise the Atlas Energy LLC Options
      and the AAI Options by subtracting the exercise price from the closing bid
      price
      of the Issuer’s units or common stock as of the date of the Issuer’s receipt of
      your written notice of exercise, multiplying that amount by the number of option
      units or shares exercised and dividing by the closing bid price of the same
      date
      (the “Conversion Price”). That number of option units or shares equal to the
      difference between the number of option units or shares exercised and the
      Conversion Price shall be deemed surrendered by you upon conversion as the
      consideration therefor.

     

    (xi)    
      Nature
      of AAI Options. The
      AAI
      Options are intended to qualify under Section 422 of the Internal Revenue Code
      of 1986, as amended, as incentive stock options, to the extent of the $100,000
      annual exercise limitation or any greater successor limitation specified in
      the
      Code and regulations thereto. 

     

    (xii)            Non-Transferability
      of the Options. The
      Atlas
      Energy LLC Options and the AAI Options shall not be transferable except, in
      the
      case of your death, by will or the laws of descent and distribution or, during
      your lifetime, to your "family member" (as defined in Form S-8) through gift
      or
      domestic relations order as permitted by Form S-8 (as currently in effect or
      as
      it may be amended), nor shall such Securities be subject to attachment,
      execution or other similar process.

     

    (xiii)   Award
      Agreements. The
      Atlas
      Energy LLC Options and the AAI Options shall be evidenced by an award agreement
      whose terms shall be consistent with this Agreement.

     

    (d)    Benefits.
      During
      the Contract Period, you shall be entitled to receive the following additional
      benefits:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (i)    Participation
      in Benefit Plans.
      During
      the Contract Period and, to the extent specifically provided for herein,
      thereafter: (1) you shall be entitled to participate in all applicable
      incentive, savings, and retirement plans, practices, policies, and programs
      of
      the Company to the extent they are generally available to other senior officers,
      directors or executives of the Company, and (2) you and/or your family, as
      the case may be, shall be eligible for participation in, and shall receive
      all
      benefits under, all applicable welfare benefit plans, practices, policies,
      and
      programs provided by the Company, including, without limitation, medical,
      prescription, dental, disability, sickness benefits, employee life insurance,
      accidental death, and travel insurance plans and programs, to the same extent
      as
      other senior officers, directors or executives of the Company. Notwithstanding
      anything in this Agreement to the contrary, all benefit plans shall be subject
      to continuation beyond expiration or Termination, regardless of the grounds,
      in
      accordance with the terms of such plans and applicable law.

     

    (ii)    Expenses.
      The
      Company shall reimburse you for all reasonable and necessary expenses incurred
      by you in carrying out your duties under this Agreement. You shall present
      to
      the Company, from time to time, an itemized account of such expenses in such
      form as may be required by the Company.

     

    5.    Termination.
      Anything herein contained to the contrary notwithstanding, your employment
      hereunder shall terminate as a result of any of the following
      events:

     

    (a)    Your
      death;

     

    (b)    Termination
      by the Company for Cause. "Cause" shall encompass any of the following: (i)
      you
      have committed any act of fraud in connection with your employment; (ii) you
      have been convicted of a crime other than a traffic offense; (iii) your failure
      to materially perform your duties under this Agreement (other than as a result
      of physical or mental illness or injury), after the Board delivers to you a
      written demand for substantial performance, with reasonable opportunity to
      cure,
      that specifically identifies the manner in which the Board believes that you
      have not substantially performed your duties; or (iv) your breach of
      Section 14 of this Agreement if such breach impacts your ability to fully
      perform your expected duties hereunder; 

     

    (c)    Termination
      by the Company without Cause, upon forty-five (45) days prior written notice
      to
      you;

     

    (d)    You
      become disabled by reason of physical or mental disability for more than one
      hundred eighty (180) days in the aggregate or a period of ninety (90)
      consecutive days during any 365-day period and the Board determines, in good
      faith based upon medical evidence, that you, by reason of such physical or
      mental disability, are rendered unable to perform your duties and services
      hereunder (a "Disability"). You agree to provide your medical records and to
      submit to a medical examination so that the Board may make its determination.
      A
      termination of your employment by the Company for Disability shall be
      communicated to you by written notice and shall be effective on the
      30th
      day
      after your receipt of such notice (the “Disability Effective Date”) unless you
      return to full time performance of your duties before the Disability Effective
      Date.

     

    (e)    A
      Termination for Cause shall be effected in accordance with the following
      procedures. The Company shall give you written notice ("Notice of Termination
      for Cause") of its intention to terminate your employment for Cause, setting
      forth in reasonable detail the specific conduct constituting Cause and the
      specific provision(s) of this Agreement on which it relies;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f)    Termination
      for "Good Reason" upon thirty (30) days' prior written notice to the Company.
      "Good Reason" shall mean: any
      material breach of this Agreement by the Company that is not remedied by the
      Company promptly after receipt of written notice from you, a reduction of your
      Base Salary, a demotion from President and Chief Operating Officer of the
      Company, a material reduction in your duties, or your failure to be elected
      to
      the Board of the Company;
      provided, however, that Termination by you for Good Reason shall be effective
      only if such failure has not been cured within thirty (30) days after notice
      of
      such failure has been given to the Company. A
      termination of your employment for Good Reason shall be effectuated by giving
      the Company written notice ("Notice of Termination for Good Reason") of the
      termination within three (3) months of the event constituting Good Reason,
      setting forth in reasonable detail the specific conduct of the Company that
      constitutes Good Reason and the specific provision(s) of this Agreement on
      which
      you rely;

     

    (g)    Your
      Termination for any reason other than those set forth in Section 5(f) (other
      than by your death or Disability) upon thirty (30) day's prior written notice
      to
      the Company.

     

    (h)    Termination
      at the end of the Contract Period by reason of non-renewal. 
      The
      giving of notice not to continue the automatic extension, as provided in Section
      3, shall constitute a termination without Cause, provided, however, that if
      the
      Company waives the covenant not to compete contained in Section 8 hereof,
      termination following giving of notice not to continue the automatic renewal
      received shall constitute a termination for Cause.

     

    (i)    The
      "Date
      of Termination" means the date of your death, the Disability Effective Date,
      the
      date on which the termination of your employment by the Company for Cause or
      without Cause or by you for Good Reason is effective, or the date on which
      you
      give the Company notice of a Termination without Good Reason, as the case may
      be.

     

    6.    Consideration
      Payable to You Upon Termination or in the Event of Death.

     

    (a)    Death.
      If your
      employment is terminated by reason of your death during the Contract Period,
      the
      Company shall pay to your designated beneficiaries (or, if there is no such
      beneficiary, to your estate or legal representative), in one cash payment within
      sixty (60) days after the Date of Termination, the sum of the following amounts
      (the "Accrued Obligations"): (i) any portion of your Annual Base Salary through
      the Date of Termination that has been earned but not yet been paid; (ii) an
      amount representing the Bonus for the period that includes the Date of
      Termination, computed by assuming that the amount of all such Bonus would be
      equal to the maximum amount of such Bonus that the you earned the prior fiscal
      year, and multiplying that amount by a fraction, the numerator of which is
      the
      number of days worked in the current fiscal year through the Date of
      Termination, and the denominator of which is the total number of work days
      in
      the relevant current fiscal year; (iii) any accrued but unpaid Bonus and
      vacation pay; and (iv) notwithstanding herein anything to the contrary, your
      family (spouse and issue) shall have health insurance paid for by AAI or the
      Company for a one year period after the date of your death. Any
      compensation previously deferred by you (together with any accrued interest
      or
      earnings thereon) that has not yet been paid will be paid in accordance with
      the
      terms and conditions under which such amounts were initially deferred. In the
      event of termination under this paragraph, all other benefits, payments or
      compensation to be provided to you hereunder shall terminate and your rights
      in
      any unvested AAI stock options or Atlas Energy unit options shall be terminated,
      any units with Restrictions shall be forfeited and incentive plans shall be
      governed solely by the terms of the applicable plan.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b)    By
      the Company for Cause; By You Other than for Good Reason.
      If your
      employment is terminated by the Company for Cause during the Contract Period,
      the Company shall pay you the Annual Base Salary and vacation pay through the
      Date of Termination to the extent earned but not yet paid. If you voluntarily
      terminate employment during the Contract Period, other than for Good Reason,
      the
      Company shall pay you the Annual Base Salary through the Date of Termination
      to
      the extent earned but not yet paid. The amount of any compensation you
      previously deferred (together with any accrued interest or earnings thereon)
      will be paid under the terms and conditions under which such amounts were
      initially deferred. In the event of termination under this paragraph, all other
      benefits, payments or compensation to be provided to you hereunder shall
      terminate and your rights in incentive plans shall be governed solely by the
      terms of the applicable plan, except that all Securities that have vested as
      of
      the Date of Termination shall not be subject to forfeiture but then the exercise
      of any option shall be governed by the terms of the applicable
      plan.

     

    (c)    By
      the Company Other than for Cause or Death; by you for Good
      Reason.
      If,
      during the Contract Period, the Company terminates your employment, other than
      for Cause or Death, or you terminate employment for Good Reason, the Company
      shall pay to you, amounts equal to compensation and benefits set forth in
      Sections 4 and 6 as if you had remained employed by the Company pursuant to
      this
      Agreement, all such sums to be payable at the time when the same would have
      become due and payable if Termination had not occurred; provided, that the
      Bonus
      portion shall be equal to the prorated Bonus paid to you in the fiscal year
      ending prior to Termination; provided, further, that you shall continue to
      receive for the period described above benefits described in Section 4(d) and,
      to the extent any benefits described in Section 4(d) cannot be provided pursuant
      to a plan or program maintained by the Company for its executives, the Company
      shall provide such benefits outside such plan or program at no additional cost
      (including without limitation tax cost) to you and your family; and provided,
      finally, that during any period when the you are eligible to receive benefits
      of
      the type described in clause (i) of Section 4(d) under another employer-provided
      plan, the benefits provided by the Company under this Section 6(c) may be made
      secondary to those provided under such other plan. In addition to the foregoing,
      the Restrictions on any Atlas Energy units or AAI stock outstanding on the
      Date
      of Termination shall terminate as of the Date of Termination and all options
      to
      acquire Atlas Energy units or AAI stock outstanding on the Date of Termination
      shall be fully vested and exercisable and shall remain in effect and exercisable
      through the end of their respective terms, without regard to the Termination
      of
      your employment. The payments and benefits provided pursuant to this Section
      6(c) are intended to compensate you for a Termination by the Company other
      than
      for Cause or for the actions of the Company leading to a Termination by you
      for
      Good Reason, and shall be the sole and exclusive remedy therefore. If you are
      terminated by reason of Disability, you shall assign to Company any benefits
      received on account of Company provided disability insurance for the period
      on
      which this severance payment is based. You
      shall
      not be required to mitigate the amount of any payment provided for in this
      Section 6(c) by seeking other employment or otherwise, nor shall the amount
      of
      any payment or benefit provided for herein be reduced by any compensation or
      any
      retirement benefit heretofore or hereafter earned by you as the result of
      employment by any other person, firm or corporation. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.    Confidential
      Information; No Solicitation

     

    (a)    All
      confidential information or trade secrets which you may obtain during the
      Contract Period relating to the business of the Company and its affiliates shall
      not be published, disclosed, or made accessible by you to any other person,
      firm, or corporation except in connection with the business, and for the
      benefit, of the Company, and its affiliates. For purposes of this Agreement,
      "Confidential Information" shall include, but not be limited to, (i) the
      identity of the Company's lessors, suppliers and customers, and (ii) the
      Company's hedging, geological and billing practices. The provisions of this
      Section 7(a) shall survive the termination of this Agreement, but shall not
      apply to any information which is or becomes publicly available otherwise than
      by any breach of this Section 7(a). Notwithstanding anything in this Section
      7(a) to the contrary, you may publish, disclose, or make accessible Confidential
      Information to the extent required by law, judicial or administrative
      proceedings or the like.

     

    (b)    You
      shall
      not, during the Contract Period and for two years thereafter for yourself or
      on
      behalf of any other person, firm, partnership, corporation, or other entity,
      directly or indirectly solicit or hire, or attempt to solicit or hire, any
      employee of the Company or its affiliates away from the Company or its
      affiliates.

     

    8.    Covenant-Not-to-Compete.
      You shall not, during the Contract Period and during the Post Termination
      Restricted Period if applicable and as defined herein, for yourself, or on
      behalf of any other person, firm, partnership, corporation, or other entity,
      directly or indirectly engage in any aspect of any business involved in (i)
      oil
      or natural gas exploration, drilling or production or in (ii) the offering
      of
      ownership interests in any entity engaged in oil or natural gas exploration,
      drilling or production. For purposes of this Section 8, the Post Termination
      Restricted Period shall not apply in the event your employment is terminated
      under Section 5(c) or 5(f) and shall mean the greater of (a) twenty-four months
      or (b) a period equal to the balance of the Contract Period immediately
      following Termination. For purposes of clause (i) of this Section 8, "to engage"
      shall include your acting as an owner (of more than 5%), employee, director
      or
      officer of an entity so engaged.

     

    9.    Remedies
      in Case of Breach of Certain Covenants or Termination.
      The Company and you agree that the damages that may result to the Company from
      misappropriation of Confidential Information or competition as prohibited by
      Sections 7 and 8 could be estimated only by conjecture and not by any accurate
      standard, and, therefore, any breach by you of the provisions of such sections,
      in addition to giving rise to monetary damages, will be subject to injunctive
      relief.

     

    10.   Director
      and Officer Insurance.
      You
      shall
      be covered during the Contract Period and thereafter by Officer and Director
      liability insurance in amounts and on terms similar to other senior executives,
      directors and managers of AAI and the Company and in an amount appropriate
      for
      companies the size and in the business of AAI and the Company but in no event
      shall the required policy limit be in excess of twenty million dollars
      ($20,000,000), the amount of the current AAI policy. AAI or the Company shall
      pay for such Officer and Director liability insurance.

     

    11.   Mitigation.
      You
      shall not be required to mitigate the amount of any payment provided for in
      this
      Agreement by seeking other employment or otherwise, nor shall the amount of
      any
      payment or benefit provided for herein be reduced by any compensation or any
      retirement benefit heretofore or hereafter earned by you as the result of
      employment by any other person, firm or corporation.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    12.   Gross-Up
      Payment.

     

    (a)    Notwithstanding
      any provision in the Agreement to the contrary, in the event that it shall
      be
      determined that any payment or distribution by the Company to or for the benefit
      of you, whether paid or payable or distributed or distributable pursuant to
      the
      terms of this Agreement or otherwise (a “Payment”), would constitute an “excess
      parachute payment” within the meaning of Section 280G of the Code, the Company
      shall pay you an additional amount (the “Gross-Up Payment”) such that the net
      amount retained by you after deduction of any excise tax imposed under Section
      4999 of the Code, and any federal, state and local income tax, FICA and Medicare
      withholding taxes and excise tax imposed upon the Gross-Up Payment, but before
      any federal, state or local income tax FICA and Medicare withholding taxes
      on
      the Payment itself, shall be equal to the Payment. For purposes of determining
      the amount of the Gross-Up Payment, unless you specify that other rates apply,
      you shall be deemed to pay federal income tax and employment taxes at the
      highest marginal rate of federal income and employment taxation in the calendar
      year in which the Gross-Up Payment is to be made and state and local income
      taxes at the highest marginal rate of taxation in the state and locality of
      your
      residence on your Date of Termination, net of the reduction in federal income
      taxes that may be obtained from the deduction of such state and local taxes
      (calculated by assuming that any reduction under Section 68 of the Code in
      the
      amount of itemized deductions allocable to you applies first to reduce that
      amount of such state and local income taxes that would otherwise be deductible
      by you).

     

    (b)    In
      the
      event that the excise tax imposed by Section 4999 of the Code is subsequently
      determined to be less than the amount taken into account hereunder at the time
      of your Termination, you shall repay to the Company, at the time that the amount
      of such reduction in excise tax is finally determined, the portion of the
      Gross-Up Payment attributable to such reduction (plus that portion of the
      Gross-Up Payment attributable to the excise tax, federal, state and local income
      taxes and FICA and Medicare withholding taxes imposed on the Gross-Up Payment
      being repaid by you to the extent that such repayment results in a reduction
      in
      excise tax, FICA and Medicare withholding taxes and/or a federal, state or
      local
      income tax deduction) plus interest on the amount of such repayment at the
      rate
      provided in Section 1274(b)(2)(B) of the Code. In the event that the excise
      tax
      is determined to exceed the amount taken into account hereunder at the time
      of
      your Termination (including by reason of any payment the existence or amount
      of
      which cannot be determined at the time of the Gross-Up Payment), the Company
      shall make an additional Gross-Up Payment to you in respect to such excess
      (plus
      any interest, penalties or additions payable by you with respect to such excess)
      at the time that the amount of such excess is finally determined.

     

    (c)    Notwithstanding
      the foregoing, in the event you suffer any adverse tax consequences resulting
      from the previous inclusion of the payment received pursuant to Section 11(a)
      as
      ordinary income, and your inability to claim as a deduction the repayment of
      all
      or a portion of the Gross-Up Payment, you will be able to retain such amount
      of
      the Gross-Up Payment, as reasonably determined by the Accountants
      (as hereinafter defined) to compensate you for such adverse tax
      consequences.

     

    (d)    Subject
      to any determination made by the Internal Revenue Service (the “IRS”), all
      determinations as to whether a Gross-Up Payment is required and the amount
      of
      Gross-Up Payment and the assumptions to be used in arriving at the determination
      shall be made by the Company’s independent certified public accountants,
      appointed prior to any change in ownership (as defined under Code §280G(b)(2)),
      and/or tax counsel selected by such accountants (the “Accountants”) in
      accordance with the principles of §280G of the Code. All fees and expenses of
      the Accountants will be borne by the Company. Subject to any determination
      made
      by the IRS, determinations of the Accountants under this Agreement with respect
      to (1) the initial amount of any Gross-Up Payment and (2) any subsequent
      adjustment of such payment shall be binding on the Company and you.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    13.    Survival.
      Any
      provisions of this Agreement that impose continuing obligations on the parties,
      including, but not limited to, the provisions of Sections 6, 7, 8, 9, 10, 11
      and
      12, shall survive any expiration or Termination for any reason, whether or
      not
      expressly stated as surviving such expiration or Termination in this Section
      or
      in any other Section of this Agreement. Further, all obligations that are
      accrued but unpaid or unperformed as of the expiration or Termination, including
      but not limited to the payment per Section 4(d) of reimbursable expenses
      incurred as of such date, shall survive any expiration or Termination for any
      reason.

     

    14.    Representations
      and Warranties.
      You represent and warrant to the Company that you are under no contractual
      or
      other restriction or obligation which would prevent you from performing your
      duties hereunder or which would interfere with the rights of the Company to
      engage in its businesses.

     

    15.    Severability.
      In case any one or more of the provisions contained herein shall, for any
      reason, be held to be invalid, illegal, or unenforceable in any respect such
      validity, illegality or unenforceability shall not affect any other provisions
      of this Agreement, and this Agreement shall be construed as if such invalid,
      illegal or unenforceable provision(s) had never been contained herein, provided
      that such invalid, illegal or unenforceable provision(s) shall first be
      curtailed, limited or eliminated only to the extent necessary to remove such
      invalidity, illegality or unenforceability with respect to the applicable law
      as
      it shall then be applied.

     

    16.    Modification
      of Agreement.
      This Agreement shall not be modified by any oral agreement, either
      expressed or implied, and all modifications hereof shall be in writing and
      signed by the parties hereto.

     

    17.    Waiver.
      The waiver of any right under this Agreement by any of the parties hereto shall
      not be construed as a waiver of the same right at a future time or as a waiver
      of any other rights under this Agreement.

     

    18.    Governing
      Law.
      This Agreement shall be governed by and construed in accordance with the
      internal laws of the Commonwealth of Pennsylvania, without giving affect to
      the
      principles of conflicts of laws.

     

    19.    Assignment.

     

    (a)    This
      Agreement is personal to you and, without the prior written consent of the
      Company, shall not be assignable by you. This Agreement shall inure to the
      benefit of and be enforceable by your heirs, personal representatives, and
      legal
      representatives.

     

    (b)    This
      Agreement shall inure to the benefit of and be binding upon the Company and
      its
      successors and assigns, and the Company may assign this Agreement to any
      affiliate of AAI, including Atlas Energy LLC.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    20.    Notices.
      Any notice to be given pursuant to this Agreement shall be sufficient if in
      writing and mailed by certified or registered mail, postage-prepaid, to the
      addresses listed below:

     

    If
      to Company:

    


    Atlas
      [                
]

    311
      Rouser Road

    Moon
      Township, PA 15108 

    


    


    With
      a Copy to:

    


    Ledgewood,
      a professional corporation 

    1900
      Market Street, Suite 750

    Philadelphia,
      PA 19103

    


    Attn:
      Richard
      J. Abt, Esquire 

    


    


    If
      to You:

    


    Richard
      Weber 

    31387
      Edgewood Road

    Pepper
      Pike, OH 44124

    


    


    With
      a Copy to:

    


    Kerr,
      Russell and Weber, PLC

    500
      Woodward Avenue, Suite 2500

    Detroit,
      MI 48226

    


    Attn:
      Michael
      D. Gibson, Esquire

    


    21.   Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between AAI, the Company and Atlas
      and you with respect to the subject matter hereof and supersedes any and all
      other previous or contemporaneous communications, representations,
      understandings, agreements, negotiations and discussions, either oral or
      written, among such parties with respect to the subject matter hereof. There
      are
      no written or oral agreements, understandings, or representations, directly
      or
      indirectly related to the subject matter of this Agreement, that are not set
      forth herein.

     

    22.   Counterparts/Facsimile
      Signatures.
      This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original, and all of which together shall constitute one and the same Agreement.
      For purposes of this Agreement, a facsimile or PDF signature shall be valid
      and
      enforceable as an original.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    23.    Atlas
      America, Inc. Performance.
      Atlas
      America, Inc. hereby unconditionally guarantees to you the full and prompt
      payment and performance of all obligations hereunder to be performed by the
      Company and/or Atlas Energy LLC and agrees that you shall have recourse against
      Atlas America, Inc. in the event that the Company or Atlas Energy LLC fails
      to
      pay any amounts or perform any obligations hereunder as they become due or
      obligatory.

     

    24.    Payment
      of Your Attorneys’ Fees.
      The
      Company agrees to pay your reasonable attorneys’ fees and related expenses
      incurred in connection with the review, drafting and negotiation of this
      Agreement.

     

    Please
      acknowledge your acceptance of and agreement to the terms of this letter
      agreement by signing a copy of this letter where indicated and returning it
      to
      me.

     

    
      	 	
              Sincerely,

            
	 	 	 
	 	
              ATLAS
                AMERICA, INC.

            
	 	 	 
	 	 	 
	 	
              By:

            	
               

            
	 	 	
              Edward
                E. Cohen

            
	 	 	
              Chief
                Executive Officer and President

            


    

     

    ACCEPTED
      AND AGREED:

    


    


    
      	 	 
	
              Richard
                Weber