exv10w2



 







Exhibit 10.2



CHANGE IN CONTROL AGREEMENT




     AGREEMENT by and between Infinity Energy Resources, Inc., a Delaware corporation (the
“Company”), with offices at 950 Seventeenth Street, Suite 800, Denver, Colorado 80202; Consolidated
Oil Well Services, Inc. (“Consolidated”), with offices at 1322 South Grant Street, Chanute, Kansas
66720; and Stephen D. Stanfield (the “Executive”), an individual residing in the State of Kansas,
dated as of June 9, 2006.



     WHEREAS, the Company recognizes that the current business environment makes it difficult to
attract and retain highly qualified executives unless a certain degree of security can be offered
to such individuals against organizational and personnel changes which frequently follow changes in
control of a corporation; and



     WHEREAS, even rumors of acquisitions or mergers may cause executives to consider major career
changes in an effort to assure financial security for themselves and their families; and



     WHEREAS, the Company desires to assure fair treatment of the Executive in the event of a
Change in Control or a Consolidated Change in Control (each as defined below) and to allow him to
make critical career decisions without undue time pressure and financial uncertainty, thereby
increasing his willingness to remain with the Company or Consolidated, as the case may be,
notwithstanding the outcome of a possible change in control transaction; and



     WHEREAS, the Company recognizes that the Executive and its other executives will be involved
in evaluating or negotiating any offers, proposals or other transactions which could result in a
Change in Control or a Consolidated Change in Control and believes that it is in the best interest
of the Company and its stockholders for such executives to be in a position, free from personal
financial and employment considerations, to be able to assess objectively and pursue aggressively
the interests of the Company’s stockholders in making these evaluations and carrying on such
negotiations; and



     WHEREAS, the Board of Directors (the “Board”) of the Company believes it is essential to
provide the Executive with compensation arrangements upon a Change in Control or a Consolidated
Change in Control that provide the Executive with individual financial security and that are
competitive with those of other corporations, and in order to accomplish these objectives, the
Board has caused the Company to enter into this Agreement.



     NOW THEREFORE, the parties, for good and valuable consideration and intending to be legally
bound, agree as follows:



     1. Operation, Term of Agreement and Nonduplication of Benefits. This Agreement shall be
effective as of the date first set forth above. This Agreement may be terminated by the Company
upon 12 months’ advance written notice to the Executive; provided, however, that after the first to
occur of a Change in Control or a Consolidated Change in Control during the term of this Agreement,
this Agreement shall remain in effect until all of the obligations of the parties under the
Agreement are satisfied and the Protection Period or Consolidated Protection Period, as the case
may be, has expired. Prior to the first to occur of a Change in Control or Consolidated Change in
Control, this Agreement shall immediately



 









 




terminate upon the later of termination of the Executive’s employment or upon the Executive’s
ceasing to be an elected officer of the Company.




     The Company and Consolidated intend to provide benefits under this Agreement to the Executive
with respect to the first to occur of a Change in Control or a Consolidated Change in Control;
provided that if a Change in Control precedes by no more than twelve (12) months or occurs
simultaneously with a Consolidated Change in Control, the Executive shall be entitled to the
benefits related to a Consolidated Change in Control. The Company and Consolidated do not intend
the Executive to receive benefits under this Agreement with respect to both a Change in Control and
a Consolidated Change in Control, or for any other duplication of benefits to be paid to the
Executive under this Agreement. The Executive agrees with the provisions of this paragraph, and
that he does not intend to and will not assert any claim for benefits under this Agreement with
respect to both a Change in Control and a Consolidated Change in Control, or for any other
duplication of benefits under this Agreement.



     2. Certain Definitions. For purposes of this Agreement, the following words and phrases shall
have the following meanings:



          (a) “Cause” shall mean (i) the continued failure by the Executive to perform his material
responsibilities and duties toward the Company or Consolidated (other than any such failure
resulting from the Executive’s incapacity due to physical or mental illness), (ii) the engaging by
the Executive in willful or reckless conduct that is demonstrably injurious to the Company or
Consolidated monetarily or otherwise, (iii) the conviction of the Executive of a felony, or (iv)
the commission or omission of any act by the Executive that is materially inimical to the best
interests of the Company or Consolidated and that constitutes on the part of the Executive common
law fraud or malfeasance, misfeasance, or nonfeasance of duty; provided, however, that Cause shall
not include the Executive’s lack of professional qualifications. For purposes of this Agreement,
an act, or failure to act, on the Executive’s part shall be considered “willful” or “reckless” only
if done, or omitted, by him not in good faith and without reasonable belief that his action or
omission was in the best interest of the Company or Consolidated. The Executive’s employment shall
not be deemed to have been terminated for Cause unless the Company or Consolidated shall have given
or delivered to the Executive (A) reasonable notice setting forth the reasons for the Company’s or
Consolidated’s intention to terminate the Executive’s employment for Cause, (B) a reasonable
opportunity, at any time during the 30-day period after the Executive’s receipt of such notice, for
the Executive, together with his counsel, to be heard before the Board or, in the case of a
proposed termination occurring during a Consolidated Protection Period, the board of directors of
Consolidated, and (C) a Notice of Termination (as defined in Section 15 below) stating that, in the
good faith opinion of not less than a majority of the entire membership of the Board or the board
of directors of Consolidated, as the case may be, the Executive was guilty of the conduct set forth
in clauses (i), (ii), (iii) or (iv) of the first sentence of this Section 2(a).




          (b) “Change in Control” shall mean the first to occur of the following events specified in
(i), (ii), (iii), (iv), (v) or (vi) (but no event other than the specified events): (i) any person
becomes the beneficial owner, directly or indirectly, of securities of the Company representing
thirty-five percent (35%) or more of the combined voting power of the Company’s then outstanding
voting securities (other than (x) the Company, (y) any subsidiary of the




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Company, (z) one or more employee benefit plans maintained by the Company, or (xx) any
noteholders or warrantholders under the Securities Purchase Agreement dated as of January 13, 2005
among Infinity, Inc., the predecessor of the Company, and HFTP Investment L.L.C., AG Domestic
Convertibles, L.P. and AG Offshore Convertibles Ltd., as further amended, supplemented and modified
(the “Promethean Purchase Agreement”)); (ii) any noteholders or warrantholders under the
Promethean Purchase Agreement, whether individually or as a group (as defined in Section 13(d)(3)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) become the owner, directly
or indirectly, of outstanding voting securities (including voting securities acquired on conversion
of notes or exercise of warrants) of the Company representing thirty-five percent (35%) or more of
the combined voting power of the Company’s then outstanding voting securities; (iii) three or more
Directors of the Company, whose election or nomination for election is not approved by a majority
of the applicable Incumbent Board, are elected within any single twelve month period to serve on
the Board; (iv) members of the applicable Incumbent Board cease to constitute a majority of the
Board; (v) the consummation of a merger or consolidation of the Company with or into any other
corporation or entity or person, or any other corporate reorganization, in which the stockholders
of the Company immediately prior to such consolidation, merger or reorganization own less than 50%
of the outstanding voting securities of the surviving entity (or its parent) following the
consolidation, merger or reorganization or (vi) the consummation of a sale, lease or other
disposition of all or substantially all of the assets of the Company. For purposes of this Section
2(b), the terms “person” and “beneficial owner” shall have the meanings set forth in Section 13(d)
and Rule 13d-3, respectively, of the Exchange Act and in the regulations promulgated thereunder.
For purposes of this Section 2(b), “Incumbent Board” shall mean (i) members of the Board of
Directors of the Company as of the date hereof, to the extent that they continue to serve as
members of the Board, and (ii) any individual who becomes a member of the Board after the date
hereof, if such individual’s election or nomination for election as a Director was approved by a
vote of at least seventy-five percent (75%) of the then applicable Incumbent Board.




          (c) “Code” shall mean the Internal Revenue Code of 1986, as amended.




          (d) “Consolidated Change in Control” shall mean the first to occur of the following events
specified in (i), (ii) or (iii) (but no event other than the specified events), which event does
not constitute a Change in Control: (i) any person becomes the beneficial owner, directly or
indirectly, of securities of Consolidated representing more than fifty percent (50%) or more of the
combined voting power of Consolidated’s then outstanding voting securities (other than (x) the
Company, (y) any subsidiary of the Company or Consolidated, or (z) one or more employee benefit
plans maintained by the Company or Consolidated); (ii) the consummation of a merger or
consolidation of Consolidated with or into any other corporation or entity or person, or any other
corporate reorganization, in which the stockholders of Consolidated immediately prior to such
consolidation, merger or reorganization own less than 50% of the outstanding voting securities of
the surviving entity (or its parent) following the consolidation, merger or reorganization or (iii)
the consummation of a sale, lease or other disposition of all or substantially all of the assets of
Consolidated. For purposes of this Section 2(d), the terms “person” and “beneficial owner” shall
have the meanings set forth in Section 13(d) and Rule 13d-3, respectively, of the Exchange Act and
in the regulations promulgated thereunder.




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          (e) “Consolidated Protection Period” means the period beginning on the Consolidated Change in
Control Date and ending on the last day of the 12th full calendar month following the
Consolidated Change in Control Date.




          (f) “Change in Control Date” shall be any date during the term of this Agreement on which a
Change in Control occurs. Anything in this Agreement to the contrary notwithstanding, if the
Executive’s employment or status as an elected officer with the Company is terminated within six
(6) months before the date on which a Change in Control occurs, and it is reasonably demonstrated
that such termination (i) was at the request of a third party who has taken steps reasonably
calculated or intended to effect a Change in Control or (ii) otherwise arose in connection with or
anticipation of a Change in Control, then for all purposes of this Agreement the “Change in Control
Date” shall mean the date immediately before the date of such termination.




          (g) “Consolidated Change in Control Date” shall be any date during the term of this Agreement
on which a Consolidated Change in Control occurs. Anything in this Agreement to the contrary
notwithstanding, if the Executive’s employment or status as an elected officer with Consolidated is
terminated within six (6) months before the date on which a Consolidated Change in Control occurs,
and it is reasonably demonstrated that such termination (i) was at the request of a third party who
has taken steps reasonably calculated or intended to effect a Consolidated Change in Control or
(ii) otherwise arose in connection with or anticipation of a Consolidated Change in Control, then
for all purposes of this Agreement the “Consolidated Change in Control Date” shall mean the date
immediately before the date of such termination.




          (h) “Disability,” for purposes of this Agreement, shall mean total disability as defined in
any long-term disability plan sponsored by the Company or Consolidated in which the Executive
participates, or, if there is no such plan or it does not define such term, then it shall mean the
physical or mental incapacity of the Executive that prevents him from substantially performing the
duties of the office or position to which he was elected or appointed for a period of at least 180
days and the incapacity is expected to be permanent and continuous through the Executive’s 65th
birthday.




          (i) “Good Reason” means:




               (i) the assignment to the Executive within the Protection Period of any duties inconsistent in
any respect with the Executive’s position (including status, offices, titles and reporting
requirements, authority, duties or responsibilities), or any other action that results in a
diminution in such position, authority, duties, or responsibilities excluding for this purpose an
isolated, insubstantial, and inadvertent action not taken in bad faith and that is remedied by the
Company promptly after receipt of notice given by the Executive;



               (ii) a reduction by the Company in the Executive’s base salary as in effect immediately before
the beginning of the Protection Period or as increased from time to time after the beginning of the
Protection Period;



               (iii) a failure by the Company to maintain plans providing benefits at least as beneficial as
those provided by any benefit or compensation plan (including, without



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limitation, any incentive compensation plan, bonus plan or program, retirement, pension or
savings plan, life insurance plan, health and dental plan or disability plan) in which the
Executive is participating immediately before the beginning of the Protection Period, or any action
taken by the Company that would adversely affect the Executive’s participation in or reduce the
Executive’s opportunity to benefit under any of such plans or deprive the Executive of any material
fringe benefit enjoyed by him immediately before the beginning of the Protection Period; provided,
however, that a reduction in benefits under the Company’s tax-qualified retirement, pension, or
savings plans or its life insurance plan, health and dental plan, disability plans or other
insurance plans, which reduction applies generally to participants in the plans and has a de
minimis effect on the Executive shall not constitute “Good Reason” for termination by the
Executive;




               (iv) the Company’s requiring the Executive, without the Executive’s written consent, to be
based at any office or location in excess of 50 miles from his office location immediately before
the beginning of the Protection Period, except for travel reasonably required in the performance of
the Executive’s responsibilities;



               (v) any purported termination by the Company of the Executive’s employment for Cause otherwise
than as referred to in Section 15 of this Agreement;



               (vi) any failure by the Company to obtain the assumption of the obligations contained in this
Agreement by any successor as contemplated in Section 14(c) of this Agreement; or



               (vii) any material breach of this Agreement by the Company.



          (j) “Parent” means any entity that directly or indirectly through one or more other entities
owns or controls more than 50 percent of the voting stock or common stock of the Company.




          (k) “Protection Period” means the period beginning on the Company Change in Control Date and
ending on the last day of the 30th full calendar month following the Company Change in Control
Date.




          (l) “Subsidiary” means a company 50 percent or more of the voting securities of which are
owned, directly or indirectly, by the Company.




     3. Vesting Upon Change in Control or Consolidated Change in Control. Upon the first to occur
of a Change in Control and a Consolidated Change in Control, any and all Common Shares (as defined
in Section 4(c)), options, or other forms of securities issued by the Company and beneficially
owned by the Executive (whether granted before or after the date of this Agreement) that are
unvested, restricted, or subject to any similar restriction that would otherwise require continued
employment by the Executive beyond the first to occur of a Change in Control Date and a
Consolidated Change in Control Date in order to be vested in the hands of the Executive, shall vest
automatically.



     4. Benefits Upon Termination Within a Protection Period. If, during a Protection Period, the
Executive’s employment is terminated by the Company other than for



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Cause or Disability or other than as a result of the Executive’s death or if the Executive
terminates his employment for Good Reason, the Company shall, subject to Sections 11 and 12, pay to
the Executive in a lump sum in cash, within 10 days after the date of termination, the aggregate of
the following amounts:




          (a) an amount equal to the Executive’s full base salary and vacation pay (for vacation not
taken) accrued but unpaid through the date of termination at the rate in effect at the time of the
termination;




          (b) a severance amount equal to one times the Executive’s “Annual Compensation.” For purposes
of Sections 4 and 5 of this Agreement, “Annual Compensation” shall be an amount equal to the sum of
(i) the Executive’s annual base salary from the Company and its Subsidiaries (including scheduled
base salary increases or increases that are budgeted and approved either by the Compensation
Committee of the Board of Directors or by the Board of Directors of the Company in advance of the
Change in Control Date), annualized for any partial year, in effect immediately prior to the Change
in Control Date; and (ii) the average of the annual bonus amounts received by the Executive in each
of the two calendar years prior to the Change in Control Date for which bonuses have been paid
(which annual bonus may be in the aggregate if the Executive has received more than one bonus
payment for a calendar year); and




          (c) upon surrender by the Executive (which surrender shall be at the sole option of Executive)
of his outstanding options to purchase common shares of the Company (“Common Shares”) granted to
the Executive by the Company (the “Outstanding Options”), an amount in respect of each Outstanding
Option (whether vested or not) equal to the difference between the exercise price of such
Outstanding Option and the higher of (x) the fair market value of the Common Shares at the time of
such termination (but not less than the closing price for the Common Shares on NASDAQ, or such
other national stock exchange on which such shares may be listed, on the last trading day such
shares traded prior to the date of termination), and (y) the higher of the highest price paid for
Common Shares and, in the cases of securities convertible into Common Shares or carrying a right to
acquire Common Shares, the highest effective price (based on the prices paid for such securities
and the price at which such securities are convertible into Common Shares or at which Common Shares
may be acquired), by any person or group whose acquisition of voting securities has resulted in a
Change in Control of the Company, in each case in the 12 months preceding a Change in Control;
provided that Executive may elect, in lieu of exercising the foregoing right, to retain the
Outstanding Options and exercise all rights relating thereto in accordance with the terms of the
Outstanding Options and any related option plans and agreements.




     5. Executive’s Right to Leave Employment. At any time during the six month period following a
Change in Control Date, the Executive shall have the right to terminate the Executive’s employment
with the Company at the Executive’s sole discretion (the “Executive Termination Right”). In the
event the Executive exercises the Executive Termination Right, the Company shall, subject to
Sections 11 and 12, pay the Executive in a lump sum in cash within 10 days after the date of
termination the aggregate of the following amounts:



          (a) The amounts set forth in Sections 4(a) and 4(c); and




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          (b) 0.75 multiplied by the amount set forth in Section 4(b).




     6. Benefits Upon a Consolidated Change in Control. Upon the occurrence of a Consolidated
Change in Control, the Company shall pay the Executive in a lump sum in cash, within 10 days after
the Consolidated Change in Control Date, $125,000.



     7. Benefits Upon Termination Within a Consolidated Protection Period. If, during a
Consolidated Protection Period, the Executive’s employment is terminated by Consolidated other than
for Cause or Disability or other than as a result of the Executive’s death or if the Executive
terminates his employment for Good Reason, Consolidated shall, subject to Sections 11 and 12, pay
to the Executive in a lump sum in cash, within 10 days after the date of termination, the aggregate
of the following amounts:



          (a) an amount equal to the Executive’s full base salary and vacation pay (for vacation not
taken) accrued but unpaid through the date of termination at the rate in effect at the time of the
termination; and




          (b) a severance amount equal to one times the Executive’s Annual Compensation. For purposes
of Sections 7 and 8, “Annual Compensation” shall be defined as set forth in Section 4(b), except
that “Change in Control Date” shall be deemed to be replaced by “Consolidated Change in Control
Date.”



For purposes of this Section 7, “Good Reason” shall be defined as set forth in Section 2(i), except
that “the Company” shall be deemed to be replaced by “Consolidated” and “Protection Period” shall
be deemed to be replaced by “Consolidated Protection Period.”




     8. Benefits for Availability During 90-Day Transition Period. In the event of a Consolidated
Change in Control, upon the earlier of (i) Executive’s 90th day of employment after the
Consolidated Change in Control Date, (ii) the date that Executive’s employment is terminated by
Consolidated, or (iii) the date Executive terminates his employment based on subsection (i) of the
definition of Good Reason, Consolidated shall, subject to Sections 11 and 12, pay the Executive in
a lump sum in cash, within 10 days of such date, an amount equal to one times the Executive’s
Annual Compensation.



     9. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the
Executive’s continuing or future participation in any benefit, bonus, incentive, or other plans,
practices, policies, or programs provided by the Company or any of its Subsidiaries and for which
the Executive may qualify, nor shall anything in this Agreement limit or otherwise affect such
rights as the Executive may have under any stock option or other agreements with the Company or any
of its Subsidiaries. Amounts that are vested benefits or that the Executive is otherwise entitled
to receive under any plan, practice, policy, or program of the Company or any of its Subsidiaries
at or subsequent to the date of termination shall be payable in accordance with such plan,
practice, policy, or program; provided, however, that the Executive shall not be entitled to
severance pay, or benefits similar to severance pay, under any plan, practice, policy, or program
generally applicable to employees of the Company or any of its Subsidiaries.



     10. Full Settlement; No Obligation to Seek Other Employment; Legal Expenses. The respective
obligations of the Company and Consolidated to make the payments provided for



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in this Agreement and otherwise to perform its obligations under this Agreement shall not be
affected by any set-off, counterclaim, recoupment, defense, or other claim, right, or action that
the Company or Consolidated may have, respectively, against the Executive or others. The Executive
shall not be obligated to seek other employment or take any other action by way of mitigation of
the amounts payable to the Executive under any of the provisions of this Agreement. Each of the
Company and Consolidated respectively agrees to pay (without duplication), within five days
following timely written demand upon it by the Executive, all legal fees and expenses the Executive
may reasonably incur as a result of any dispute or contest (regardless of outcome) by or with the
Company or others, or Consolidated or others, respectively, regarding the validity or
enforceability of, or liability under, any provision of this Agreement. A written demand is timely
if it is made with respect to expenses incurred during the calendar year in which the written
demand is made, or incurred in the prior calendar year if the written demand is made on or before
the last day of February. In any such action brought by the Executive for damages or to enforce
any provisions of this Agreement, he shall be entitled to seek both legal and equitable relief and
remedies, including, without limitation, specific performance of the respective obligations of the
Company or Consolidated under this Agreement, in his sole discretion.




     11. Cut Back in Benefits. Notwithstanding any other provision of this Agreement, the cash
lump sum payment and other benefits otherwise to be provided pursuant to Sections 3, 4, 5, 7 and 8
of this Agreement (the “Severance Benefit”) shall be reduced as described below if independent
accountants for the Company or Consolidated, as the case may be, (the “Accountants”) determine (A)
that Executive would, by reason of section 4999 of the Code, be required to pay an excise tax on
any part of the Severance Benefit or any part of any other payment or benefit to which Executive
is entitled under any plan, practice, policy, or program, and (B) the amount of the Severance
Benefit that Executive would retain on an after-tax basis, present value basis would be increased
as a result of such reduction by an amount of at least $5,000. If the Severance Benefit is
required to be reduced, it shall be reduced only to the extent required, in the opinion of the
Accountants, to prevent the imposition upon the Executive of the tax imposed under section 4999 of
the Code. The Company or Consolidated, as the case may be, shall determine which elements of the
Severance Benefit shall be reduced to conform to the provisions of this Section. Any determination
made by the Accountants, or by the Company or Consolidated, as the case may be, pursuant to this
Section shall be conclusive and binding on the Executive. The Executive shall promptly provide to
the Company or Consolidated, as the case may be, such information regarding the Executive’s tax
situation as the Company or Consolidated shall reasonably request in order to allow the Accountants
to perform calculations required by this Section 11.



     12. Code Section 409A Savings Provision. Notwithstanding anything in this Agreement to the
contrary, the following provisions related to payments treated as deferred compensation under Code
Section 409A shall apply:



          (a) If, on the date of Executive’s “separation from service,” Executive is a “specified
employee,” within the meaning of Sections 409A(a)(2)(A)(i) and 409A(a)(2)(B)(i) of the Code, and as
a result of such separation from service Executive would receive any payment that, absent the
application of these provisions, would be subject to the constructive receipt, interest, and
additional tax provisions of Code Section 409A(a), then any such payment shall be




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made on the date that is the earliest of: (i) six (6) months after Executive’s separation from
service, (ii) Executive’s date of death, or (iii) such other earliest date for which such payment
will not be subject to such constructive receipt, interest, and additional tax.




          (b) It is the intention of the parties that all amounts payable under this Agreement not be
subject to the constructive receipt, interest, and additional tax resulting from the application of
Code Section 409A. To the extent such amounts could become subject to such constructive receipt,
interest, and additional tax, the parties shall cooperate to amend this Agreement with the goal of
giving Executive the same or equivalent value of the benefits described in this Agreement in a
manner that does not result in such constructive receipt, interest, and additional tax. In the
event the Company or Consolidated does not so cooperate, the Company or Consolidated shall
indemnify Executive for any interest and additional tax arising from the application of Code
Section 409A, grossed-up for any other income tax incurred by Executive related to the
indemnification (i.e., indemnification of such additional income tax), assuming the highest
marginal income tax rates apply to any taxable indemnification.




     13. Confidential Information. The Executive shall hold in a fiduciary capacity for the
benefit of the Company all secret or confidential information, knowledge, or data relating to the
Company or any of its Subsidiaries, and their respective businesses, obtained by the Executive
during the Executive’s employment by the Company or any of its Subsidiaries and that has not become
public knowledge (other than by acts of the Executive or his representatives in violation of this
Agreement). After the date of termination of the Executive’s employment with the Company or
Consolidated, the Executive shall not, without the prior written consent of the Company,
communicate or divulge any such information, knowledge, or data to anyone other than the Company
and those designated by it. In no event shall an asserted violation of the provisions of this
Section constitute a basis for deferring or withholding any amounts otherwise payable to the
Executive under this Agreement. This Section 13 does not bar the Executive from disclosing
confidential information about Consolidated to the acquiror of Consolidated after a Consolidated
Change in Control.



     14. Successors.



          (a) This Agreement is personal to the Executive and without the prior written consent of the
Company and Consolidated shall not be assignable by the Executive otherwise than by will or the
laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable
by the Executive’s legal representatives or successor(s) in interest. The Executive may designate
a successor (or successors) in interest to receive any and all amounts due the Executive in
accordance with this Agreement should the Executive be deceased at any time of payment. Such
designation of successor(s) in interest shall be made in writing and signed by the Executive, and
delivered to the Company and Consolidated pursuant to Section 17(b). This Section 14(a) shall not
supersede any designation of beneficiary or successor in interest made by the Executive, or
separately covered, under any other plan, practice, policy, or program of the Company or
Consolidated.




          (b) This Agreement shall inure to the benefit of and be binding upon the Company, Consolidated
and its successors and assigns.




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          (c) Each of the Company and Consolidated will require any successor (whether direct or
indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of its
respective business or assets, and its respective Parent or successor, and without regard to the
form of transaction utilized to acquire its respective business or assets, to assume expressly and
agree to perform this Agreement in the same manner and to the same extent that the Company or
Consolidated, as the case may be, would be required to perform it if no such succession or
parentage had taken place. As used in this Agreement, “Company” shall mean the Company as defined
above and any successor to its business or assets as aforesaid (and any Parent of the Company or
any successor) that is required by this clause to assume and agree to perform this Agreement or
which otherwise assumes and agrees to perform this Agreement. As used in this Agreement,
“Consolidated” shall mean Consolidated as defined above and any successor to its business or assets
as aforesaid (and any Parent of Consolidated other than the Company, or any successor) that is
required by this clause to assume and agree to perform this Agreement or which otherwise assumes
and agrees to perform this Agreement.




     15. Notice of Termination. Any termination of the Executive’s employment for Cause or by the
Executive for Good Reason (as defined in Section 2(i) and in Section 7) shall be communicated by
Notice of Termination to the Company or Consolidated, as the case may be, given in accordance with
Section 17(b) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a
written notice that (i) indicates the specific termination provision in this Agreement relied upon,
(ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive’s employment under the provision so indicated, and (iii) if the date
of termination is other than the date of receipt of such notice, specifies the termination date
(which date shall be not more than 15 days after the giving of such notice). The failure by the
Executive to set forth in the Notice of Termination any fact or circumstance that contributes to a
showing of Good Reason shall not waive any right of the Executive under this Agreement or preclude
the Executive from asserting such fact or circumstance in enforcing his rights.



     16. Requirements and Benefits if Executive Is Employee of Subsidiary of Company. With respect
to a Change in Control, if the Executive is an employee of any Subsidiary of the Company, he shall
be entitled to all of the rights and benefits of this Agreement as though he were an employee of
the Company and the term “Company” shall be deemed to include the Subsidiary by whom the Executive
is employed. With respect to a Change in Control, the Company guarantees the performance of its
Subsidiary under this Agreement.



     17. Miscellaneous.



          (a) This Agreement shall be governed by and construed in accordance with the laws of the State
of Delaware, without reference to principles of conflict of laws. The captions of this Agreement
are not part of the provisions hereof and shall have no force or effect. This Agreement may not be
amended or modified otherwise than by a written agreement executed by the parties or their
respective successors and legal representatives.




          (b) All notices and other communications under this Agreement shall be in writing and shall be
given by hand delivery to the other party or by registered or certified mail, return receipt
requested, postage prepaid, to the addresses for each party as first written above or




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to such other address as either party shall have furnished to the other in writing in
accordance with this Section. Notices and communications to the Company shall be addressed to the
attention of the Company’s Corporate Secretary. Notices and communications to Consolidated shall
be addressed to the attention of the Consolidated’s Corporate Secretary. Notice and communications
shall be effective when actually received by the addressee.




          (c) Whenever reference is made in this Agreement to any specific plan or program of the
Company or Consolidated, to the extent that the Executive is not a participant in the plan or
program or has no benefit accrued under it, whether vested or contingent, as of the Change in
Control Date or Consolidated Change in Control Date, as the case may be, then such reference shall
be null and void, and the Executive shall acquire no additional benefit as a result of such
reference.




          (d) The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement.




          (e) The Company or Consolidated, as the case may be, may withhold from any amounts payable
under this Agreement such Federal, state, or local taxes as shall be required to be withheld
pursuant to any applicable law or regulation.




          (f) The Executive’s failure to insist upon strict compliance with any provision of this
Agreement shall not be deemed to be a waiver of such provision or any other provision.




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     IN WITNESS WHEREOF, the Executive has set his hand to this Agreement and, pursuant to the
authorization from the Board, the Company has caused this Agreement to be executed as of the day
and year first above written.



	 	 	 	 	 	 	 
	 	 	INFINITY ENERGY RESOURCES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ James A. Tuell	 	 
	 

	 	 	 	 

Name:  James A. Tuell
	 	 
	 

	 	 	 	Title:  President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	CONSOLIDATED OIL WELL SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Timothy A. Ficker	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:  Timothy A. Ficker	 	 
	 

	 	 	 	Title:  Vice President, Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTIVE	 	 
	 
	 	 	 	 	 	 
	 
	 	/s/ Stephen D. Stanfield	 	 	 	 
	/s/ 	 	 	 	 







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