FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT
FIFTH
AMENDMENT TO
This
Fifth Amendment to Employment Agreement (this “Amendment”) is made and entered
into this 17th day
of March, 2010, by and between RAM ENERGY RESOURCES, INC., a Delaware
corporation (the “Company”), and XXXXX X. XXX, an individual (the
“Executive”).
WHEREAS,
the Company and the Executive are parties to that certain Employment Agreement
dated May 8, 2006, as amended by (i) that certain First Amendment to Employment
Agreement dated October 18, 2006, (ii) that certain Second Amendment to
Employment Agreement dated February 25, 2008, (iii) that certain Third Amendment
to Employment Agreement dated December 30, 2008, and (iv) that certain Fourth
Amendment to Employment Agreement dated March 24, 2009 (the “Agreement”);
and
WHEREAS,
the Compensation Committee of the Board of Directors of the Company and the
Executive have agreed that the Agreement should be amended in the manner set out
in this Amendment; and
WHEREAS,
capitalized terms used but not defined herein have the meanings ascribed to such
terms in the Agreement.
NOW,
THEREFORE, it is hereby agreed that the Agreement should be and is hereby
amended as follows:
1. Section
1 of the Agreement is deleted in its entirety and the following Section 1
substituted therefor:
“1. Employment
Period. The Company hereby agrees to continue the Executive in
its employ, and the Executive hereby agrees to remain in the employ of the
Company, for the period commencing on the Effective Date and ending on April 30,
2012 (the “Employment Period”).”
2. Paragraph
(b)(i) of Section 2 of the Agreement is deleted in its entirety and the
following Paragraph (b)(i) of Section 2 is substituted therefor:
“(i) Base
Salary. Effective April 1, 2010 and continuing thereafter
during the Employment Period, the Executive shall receive an annual base salary
(“Base Salary”) at least equal to $550,000. Such Base Salary shall be
payable monthly in cash. Base Salary shall be computed prior to any
reductions for (i) any deferrals of compensation made pursuant to Sections 125
or 401(k) of the Code or pursuant to any other program or arrangement provided
by the Company and (ii) any withholding, income or employment
taxes. During the Employment Period, the Base Salary shall be
reviewed at least annually and shall be increased at any time and from time to
time as shall be determined by the Board. Any increase in Base Salary
shall not serve to limit or reduce any other obligation to the Executive under
this Agreement. Base Salary shall not be reduced after any such
increase.”
3. In
all other respects, the Agreement remains unchanged and in full force and
effect.
EXECUTED
this 17th day
of March, 2010.
“COMPANY”
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RAM
ENERGY RESOURCES, INC., a Delaware corporation
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By /s/ Xxxxx
X. Xxxxxx
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Senior
Vice President
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“EXECUTIVE”
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By /s/ Xxxxx
X. Xxx
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Xxxxx
X. Xxx
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