Crusader Energy 8K Entry into a Material Definitive Agreement | CKGRQ 27 Jun 08

EXHIBIT 10.11

Execution Copy

EMPLOYMENT AGREEMENT

by and between

Crusader Energy Group Inc.

and

David D. Le Norman

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of the closing of the transaction contemplated by the Contribution Agreement (as defined below) (the “Effective Date”), by and between Crusader Energy Group Inc. (f/k/a Westside Energy Corporation), a Nevada corporation (the “Company”), and David D. Le Norman (the “Employee”).

RECITALS:

A. The Employee possesses valuable skills and knowledge in the field of business of the Company and desires to be employed by the Company on the terms and conditions set forth in this Agreement.

B. The Company desires to employ the Employee on the terms and conditions set forth in this Agreement.

AGREEMENTS:

In consideration of the premises and of the mutual covenants and agreements contained herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Certain Definitions. As used in this Agreement, the following terms have the meanings set forth below:

(a) “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with the Person in question. As used in this definition of “Affiliate,” the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of Voting Securities, by contract, or otherwise.

(b) “Beneficial Owner” or “Beneficial Ownership” or “Beneficially Owns” shall have the meaning ascribed to such terms in, or be interpreted in a manner consistent with, Rule 13d-3 under the Exchange Act and any successor to such rule.

(d) “Cause” means Employee’s

(i) commission of an act of fraud, embezzlement, misappropriation, willful misconduct, bad faith or dishonesty against the Company;

(ii) material breach of this Agreement which is not remedied within 30 days after receipt of written notice from the Company specifically identifying the manner in which the Company believes that Employee has materially breached this Agreement;

(iii) conviction, plea of no contest or nolo contendere, deferred adjudication or unadjudicated probation for any felony or any crime involving moral turpitude; or

(iv) violation of the Company’s substance abuse policy.

(e) “Change in Control” means the occurrence of any of the following events:

(i) Subject to the last paragraph of this definition, the acquisition by any Person or Group of Beneficial Ownership of forty percent (40%) or more of either (x) the then outstanding shares of Common Stock (the “Outstanding Company Stock”) or (y) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors or similar governing body (the “Outstanding Company Voting Securities” and, together with the Outstanding Company Stock, the “Company Securities”); or

(ii) Members of the Incumbent Board cease to constitute at least a majority of the members of the Board; or

(iii) Consummation of a reorganization, merger, consolidation, sale or other disposition of all or substantially all of the assets of the Company or an acquisition of assets of another company (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the Persons who were the Beneficial Owners of Company Securities immediately prior to such Business Combination Beneficially Own, directly or indirectly, more than fifty percent (50%) of, respectively, the then outstanding shares of common stock or common equity interests and the combined voting power of the then outstanding Voting Securities, as the case may be, of the entity resulting from such Business Combination (including without limitation an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Company Securities, (B) no Person or Group (excluding any employee benefit plan (or related trust) of the Company or the entity resulting from such Business Combination) Beneficially Owns, directly or indirectly, forty percent (40%) or more of, respectively, the then outstanding shares of common stock or common equity interests of the entity resulting from such Business Combination or the combined voting power of the then outstanding Voting Securities of such entity except to the extent that such ownership results solely from ownership of the Company that existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors or similar governing body of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or

(iv) Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

Notwithstanding the foregoing clause (i) of this definition: (x) the following acquisitions (whether the acquiring Person or Group acquires Beneficial Ownership of forty percent (40%) or

more of the Outstanding Company Stock or Outstanding Company Voting Securities or any such acquisition results in any other Person or Group (other than the acquiring Person or Group) Beneficially Owning forty percent (40%) or more of the Outstanding Company Stock or Outstanding Company Voting Securities) shall not constitute a Change in Control unless, following such acquisition, any Person or Group (other than the acquiring Person or Group effecting the acquisition pursuant to the following clauses (A) through (D)) who becomes the Beneficial Owner of forty percent (40%) or more of the Outstanding Company Stock or Outstanding Company Voting Securities as a result of one or more of such acquisitions shall thereafter acquire any additional shares of Company Securities and, following such acquisition, Beneficially Owns forty percent (40%) or more of either the Outstanding Company Stock or Outstanding Company Voting Securities, in which case such acquisition shall constitute a Change in Control: (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company or (D) any acquisition by any entity pursuant to a transaction which complies with clauses (A), (B) and (C) of the foregoing clause (iii) of this definition; and (y) the acquisition of Beneficial Ownership of shares of Common Stock by the Crusader Parent Entities pursuant to the Contribution Agreement, the corresponding acquisition of Beneficial Ownership of shares of Common Stock by any other Person or Group deemed to Beneficially Own the Common Stock so acquired by the Crusader Parent Entities (any such Person and/or Group, collectively with the Crusader Parent Entities and the Crusader Distributees, the “Crusader Group”) and the acquisition of Beneficial Ownership of shares of Common Stock as a result of the distribution by a Crusader Parent Entity to Crusader Distributees of shares of Common Stock acquired pursuant to the Contribution Agreement or directly from the Company prior to the date of the Contribution Agreement shall not constitute a Change of Control, provided that if, (1) for so long as the shares of Common Stock Beneficially Owned by any member of the Crusader Group equals or exceeds forty percent (40%) of the Outstanding Company Stock or the Outstanding Company Voting Securities, such member of the Crusader Group shall obtain Beneficial Ownership of shares of Common Stock (other than as a result of any acquisition described in the foregoing clauses (A) through (D) of this paragraph or pursuant to an award issued under any equity based compensation plan of the Company, including without limitation the LTIP) representing one percent (1%) or more of the Outstanding Company Stock or Outstanding Company Voting Securities or (2) at any time after such member of the Crusader Group shall cease to Beneficially Own forty percent (40%) or more of the Outstanding Company Stock and Outstanding Company Voting Securities, such member of the Crusader Group shall obtain Beneficial Ownership of shares of Common Stock (other than as a result of any acquisition described in the foregoing clauses (A) through (D) of this paragraph or pursuant to an award issued under any equity based compensation plan of the Company, including without limitation the LTIP) representing forty percent (40%) or more of either the Outstanding Company Stock or Outstanding Company Voting Securities, then in the case of either (1) or (2) a Change of Control shall be deemed to occur.

(f) “Common Stock” means the Company’s common stock, par value $.01 per share, and such other securities as may be substituted (or resubstituted) for such Common Stock.

(g) “Compensation Committee” means the Compensation Committee of the Board.

(h) “Contribution Agreement” means the Contribution Agreement among the Company and Crusader Management Corporation, David D. Le Norman, Knight Energy Management Holding Company, LLC, Knight Energy Group II Holding Company, LLC, Knight Energy Group I Holding Co., LLC, Crusader Energy Group Holding Co., LLC, Hawk Energy Fund I Holding Company, LLC, RCH Energy Opportunity Fund I, L.P., Knight Energy Group, LLC, Knight Energy Group II, LLC, Knight Energy Management, LLC, Hawk Energy Fund I, LLC, RCH Upland Acquisition, LLC and Crusader Energy Group, LLC dated as of December 31, 2007.

(i) “Crusader Distributees” means holders of equity interests in any Crusader Parent Entity who receives a distribution from such Crusader Parent Entity of shares of Common Stock acquired pursuant to the Contribution Agreement or directly from the Company prior to the date of the Contribution Agreement.

(j) “Crusader Parent Entities” has the meaning set forth in the Contribution Agreement.

(k) “Disability” means Employee’s inability to perform, with or without reasonable accommodations, the essential functions of Employee’s position hereunder for a period of 180 consecutive days due to mental or physical incapacity, as determined by mutual agreement of a physician selected by the Company or its insurers and a physician selected by Employee; provided, however, that if the opinion of the Company’s physician and Employee’s physician conflict, the Company’s physician and Employee’s physician shall together agree upon a third physician, whose opinion shall be binding. The foregoing definition of “Disability” is not intended to and shall not affect the definition of “disability” or any similar term in any insurance policy the Company or any of its Subsidiaries may provide. Notwithstanding the foregoing definition of Disability, the Employee will not be considered to have a Disability under any provision of this Agreement that would trigger the payment of deferred compensation within the meaning of Section 409A of the Code unless the Employee’s Disability also meets the Section 409A definition of Disability.

(l) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(m) “Good Reason” means, subject to the terms and provisions of this Agreement, the occurrence of one or more of the following events :

(i) any removal of Employee from the offices of President and Chief Executive Officer of the Company except, in any such case, in connection with the termination of Employee’s employment hereunder by the Company for Disability or for Cause or by the Employee other than for Good Reason;

(ii) any termination or material reduction of a material benefit under any Investment Plan or Welfare Plan in which Employee participates unless (A) there is substituted a comparable benefit that is economically substantially equivalent to the terminated or reduced benefit prior to such termination or reduction or (B) benefits under such Investment

Plan or Welfare Plan are terminated or reduced with respect to all employees previously granted benefits thereunder;

(iii) any reduction in Employee’s Annual Base Salary;

(iv) any failure by the Company to comply with any of the provisions ofSection 3(b);

(v) the relocation or transfer of Employee’s principal office to a location more than 20 miles from Employee’s work address as of the Effective Date in the city of Oklahoma City, Oklahoma without Employee’s consent;

(vi) without limiting the generality of the foregoing, any material breach by the Company of this Agreement other than an isolated, insubstantial, and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by Employee; or

(vii) a Change in Control,

(n) “Group” shall have the meaning ascribed to such term in section 13(d)(3) or 14(d)(2) of the Exchange Act.

(o) “Incumbent Board” shall mean individuals who, as of the Effective Date, constitute the Board and any other individual who becomes a director of the Company after that date and whose election or appointment by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board.

(p) “LTIP” means the 2008 Long-Term Incentive Plan of the Company.

(q) “Person” means any individual, partnership, limited liability partnership, joint venture, corporation, limited liability company, trust, association, or other entity or organization.

(r) “Pro Rata Bonus” means the amount equal to the product of (i) the amount of the Annual Bonus (as defined inSection 3(b)(ii)), if any, to which Employee would have been entitled for the calendar year in which Employee’s Date of Termination occurs if Employee’s employment were not terminated during such calendar year,multiplied by (ii) a fraction, the numerator of which is the number of days that have elapsed since the beginning of such calendar year through (but not including) Employee’s Date of Termination, and the denominator of which is the total number of days in such calendar year. The amount, if any, of the Annual Bonus to which Employee would have been entitled for the calendar year in which the Date of Termination occurs shall be determined by the Compensation Committee in its sole reasonable discretion; provided, however, that for purposes of determining the amount of the Pro Rata Bonus in connection with a termination of Employee’s employment upon a Change of Control, Employee shall be deemed to have been entitled to an Annual Bonus of not less than the amount of the last Annual Bonus awarded to Employee prior to such Change in Control, and provided further however that any determination by the Compensation Committee as to satisfaction of a

performance standard shall be made in the same manner as such determination is made for the other executive officers of the Company.

(s) “Subsidiary” means, with respect to any Person, any corporation or other entity of which a majority of the voting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person.

(t) “Voting Securities” means any securities that vote generally in the election of directors, in the admission of general partners, or in the selection of any other similar governing body.

(u) “Without Cause” means a termination by the Company of Employee’s employment during the Term at the Company’s sole discretion for any reason other than a termination based upon Cause, death or Disability; provided that, “without Cause” does not include termination of this Agreement and Employee’ s employment pursuant toSection 2.

2. Term of Employment; Non-Renewal of Term. Subject to the terms and provisions of this Agreement, the Company hereby agrees to employ Employee, and Employee hereby agrees to be employed by the Company, for the period (the “Term”) commencing on the Effective Date and, unless Employee’s employment hereunder is sooner terminated in accordance with the terms hereof, expiring at 5:00 p.m., Oklahoma City, Oklahoma time, on December 31, 2011; provided, however, that on January 1, 2009, and on each January 1 occurring thereafter, the Term shall automatically (without any action by either party) be extended for one additional calendar year unless, at least 30 days prior to each such January 1, the Company or Employee shall have given written notice (a “Non-Renewal Notice”) that it or Employee, as applicable, does not wish to extend this Agreement (a “Non-Renewal”). Either party may elect not to renew this Agreement. The term “Term,” as utilized in this Agreement, shall refer to the Term as so automatically extended. The Term shall expire as a result of any Non-Renewal at 5:00 p.m., Oklahoma City, Oklahoma time, on the last day of the Term during which a Non-Renewal Notice is given, and Employee’s employment shall terminate at that time.

3. Terms of Employment.

(a)Position and Duties.

(i) During the Term, Employee shall serve as President and Chief Executive Officer of the Company. In so doing, Employee shall have such powers and duties (including holding officer positions with one or more Subsidiaries of the Company) as may be assigned from time to time by the Board, so long as such powers and duties are reasonable and customary for president and chief executive officers of an enterprise comparable to the Company. Employee shall report to the Board, and shall also be a Board member.

(ii) During the Term, Employee shall devote his full time, skill, and attention during normal business hours to the business and affairs of the Company and use his reasonable efforts to discharge faithfully and efficiently the duties and responsibilities delegated and assigned to Employee herein or pursuant hereto; provided, however, that Employee may (i) serve on corporate, civic, or charitable boards or committees, (ii) deliver lectures or fulfill speaking engagements, and (iii) manage Employee’s personal investments, so long as such

activities, either individually or in the aggregate, do not significantly interfere with the performance and fulfillment of Employee’s duties and responsibilities as an employee of the Company in accordance with this Agreement, and comply with the following. In the case of the activities described in clause (i) of the proviso in the immediately preceding sentence, Employee shall notify the Board of any of the positions described in such clause. In the case of the activities described in clause (iii) of the proviso in the immediately preceding sentence, Employee shall comply with the Company’s conflicts policy in effect from time to time and shall inform the Board of any conflicts of interest (whether actual or apparent) with the business of the Company and its Subsidiaries, including any event reasonably likely to raise the appearance of a conflict.

(b)Compensation.

(i) Annual Base Salary. During the Term, Employee shall receive an annual base salary (“Annual Base Salary”), which shall be paid bi-weekly in accordance with the customary payroll practices for executive officers of the Company, in the initial amount of $360,000 per year. At least annually (by no later than January 31 of each year) during the Term, the Compensation Committee shall review the Annual Base Salary of Employee and may increase (but not decrease) the Annual Base Salary by such amount as the Compensation Committee shall deem appropriate. The term “Annual Base Salary” as used in this Agreement shall refer to the Annual Base Salary as it may be so increased.

(ii) Annual Bonus. During the Term, Employee shall be eligible to receive, in addition to the Annual Base Salary, an annual bonus (each, an “Annual Bonus”), subject to achieving the performance goals established by the Compensation Committee as described below. Annually (by no later than March 15 of each calendar year during the Term), the Compensation Committee shall determine the amount (or amount range) of the Annual Bonus that Employee shall be eligible to receive for the calendar year and the performance goals that must be achieved for Employee to become entitled to receive the Annual Bonus for such calendar year. For each calendar year (or partial calendar year) during the Term, the Compensation Committee shall determine in its reasonable discretion whether the performance goals established for Employee for such calendar year have been achieved, such determination to be made no later than 10 business days after the date on which the Company has available to it the information reasonably required to make the determination. Any Annual Bonus that Employee is entitled to receive shall be paid to Employee within 10 business days after the determination of the Compensation Committee that the Employee is entitled to it.

(iii) Option. The Employee shall be entitled to exercise the option to purchase shares of common stock, par value $0.01 per share of the Company issued to Employee pursuant to Section 6(i) of the Company’s 2008 Long Term Incentive Plan (the “Option”). The Option may be exercised only in the time and manner described in the Option.

(iv) Incentive, Savings, Stock Option and Retirement Plans. During the Term, Employee shall be entitled to participate in all incentive, savings, stock option, equity-based, profit sharing and retirement plans, practices, policies and programs applicable generally to other executive officers of the Company (“Investment Plans”), subject to all of the terms and conditions of such Investment Plans.

(v) Welfare Benefit Plans. During the Term, Employee and Employee’s family shall be eligible for participation in and shall receive all benefits under the welfare benefit plans, practices, policies and programs (“Welfare Plans”) provided by the Company (including, without limitation, medical, prescription, dental, short-term and long-term disability, salary continuance, employee life, group life, accidental death and travel accident insurance plans and programs) to the extent applicable generally to other executives of the Company, subject to all of the terms and conditions of such Welfare Plans.

(vi) Perquisites. During the Term, (A) the Company shall provide a new Yukon automobile or a comparable automobile to Employee for his business and personal use and shall pay all costs related to the operation of such automobile, including maintenance, repair, gasoline, insurance and taxes, (B) the Company shall bear all the fees and costs related to Employee’s country club membership at Gaillardia Country Club in Oklahoma City and at any alternative country club selected by Employee so long as the costs are comparable and (C) the Employee shall be entitled to receive (in addition to the benefits described above) such other perquisites and fringe benefits appertaining to Employee’s position in accordance with any policies, practices, and procedures established by the Board.

(vii) Expenses. During the Term, Employee shall be entitled to receive prompt reimbursement for all reasonable business-related expenses incurred by Employee in the performance of Employee’s duties in accordance with the Company’s policies, practices and procedures.

(viii) Vacation and Holidays. During the Term, Employee shall be entitled to not less than four weeks of annual paid vacation in accordance with the plans, policies, programs and practices of the Company for its executive officers. In addition, Employee shall be entitled to sick leave and paid holidays, in accordance with the plans, policies, programs and practices of the Company for its executive officers.

(ix) Pro-ration. Any payments or benefits payable to Employee hereunder in respect of any calendar year during which Employee is employed by the Company for less than the entire year, unless otherwise provided in the applicable plan or arrangement, shall be pro-rated in accordance with the number of days in such calendar year during which Employee is so employed.

4. Termination of Employment.

(a)Death. Employee’s employment hereunder shall terminate automatically upon Employee’s death during the Term.

(b)Disability. If the Disability of Employee has occurred during the Term, the Company may give to Employee a written Notice of Termination (as defined inSection 6(a)) in accordance withSection 6(a) of its intention to terminate Employee’s employment hereunder. In such event, Employee’ s employment shall terminate effective on the 30th day after receipt of such notice by Employee (the “Disability Effective Date”) provided that, within 30 days after receipt of the Notice of Termination, Employee shall not have returned to perform, with or without reasonable accommodations, the essential functions of Employee’s position on a full-

time basis. During any period of Employee’s Disability, the Company may assign Employee’s duties to any other Employee of the Company or may engage or hire a third party to perform such duties and any such action shall not be deemed “Good Reason” for Employee to terminate this Agreement pursuant toSection 4(d)(i) so long as Employee continues to receive the compensation and benefits underSection 3 during such period.

(c)Termination by Company. Subject toSection 6(d), the Company may terminate Employee’s employment at any time during the Term for Cause or without Cause.

(d)Resignation by Employee. At Employee’s option, Employee may terminate Employee’s employment hereunder (i) subject toSection 6(c), for Good Reason or (ii) without Good Reason.

5. Compensation Upon Termination of Employment. Employee shall be entitled to the following compensation from the Company upon the termination of Employee’s employment during the Term. The compensation provided for in thisSection 5 shall be in lieu of any other severance pay to which Employee might otherwise be entitled (whether contractual or under a severance plan, the WARN Act, any other applicable law, or otherwise) and shall be conditioned on the execution and delivery of a Release (as defined inSection 6(f)) signed by Employee or Employee’s legal representative pursuant toSection 6(f). The timing of payments pursuant to thisSection 5 shall also be subject to the requirements ofSection 6(g) and Section 409A of the Code:

(a)Death or Disability. If Employee’s employment is terminated by reason of Employee’s death or Disability, the Company shall pay to Employee or Employee’s legal representatives:

(i) within 30 days after the Employee’s Date of Termination as defined inSection 6(b), a lump sum in cash equal to the sum of Employee’s Annual Base Salary through the Date of Termination to the extent not previously paid and any compensation previously deferred by Employee (together with any accrued interest or earnings thereon) (the “Accrued Obligations”);

(ii) the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination to the extent not previously paid and the amount of any Pro Rata Bonus, each of which amounts shall be paid no later than the later of 30 days after the Date of Termination or 10 business days after the date on which the Company has available to it the information reasonably required to determine the amount to be paid;

(iii) any amounts arising from Employee’s participation in, or benefits under, any Investment Plan (the “Accrued Investments”), which amounts shall be paid in accordance with the terms and conditions of such Investment Plan; and

(iv) any amounts to which Employee or Employee’s spouse, beneficiaries or estate are entitled from Employee’s participation in, or benefits under, any Welfare Plan (“Accrued Welfare Benefits”), which amounts shall be paid in accordance with the terms and conditions of such Welfare Plan.

Except as described in thisSection 5(a), in the event of Employee’s termination by reason of Employee’s death or Disability, Employee and Employee’s legal representatives, as applicable, shall forfeit all rights to any other compensation.

(b)For Cause; Resignation by Employee Without Good Reason; Non-Renewal Election by Employee. If the Company shall terminate Employee’s employment for Cause, or if Employee resigns without Good Reason, or if Employee’s employment is terminated due to a Non-Renewal election by Employee, the Company shall have no further obligations to Employee other than the obligation for payment of:

(i) the Accrued Obligations, which shall be payable within 30 days after the Employee’s Date of Termination;

(ii) the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination to the extent not previously paid, which amount shall be paid no later than the later of 30 days after the Date of Termination;

(iii) the Accrued Investments, which amounts shall be paid in accordance with the terms and conditions of the Investment Plans; and

(iv) the Accrued Welfare Benefits, which amounts shall be paid in accordance with the terms and conditions of the Welfare Plans.

Except as described in thisSection 5(b), in the event of Employee’s termination by the Company for Cause or by Employee without Good Reason or due to a Non-Renewal election by Employee, Employee shall forfeit all rights to any other compensation.

(c)Without Cause; Resignation by Employee for Good Reason: Non-Renewal Election by the Company. If the Company terminates Employee’s employment without Cause (other than by reason of Employee’s death or Disability or a Non-Renewal by Employee) or Employee resigns for Good Reason or Employee’s employment is terminated due to a Non- Renewal election by the Company, then the Company shall pay or provide Employee:

(i) within 30 days after the Employee’s Date of Termination, a lump sum in cash equal to the aggregate of the Accrued Obligations;

(ii) the amount of any Annual Bonus to which Employee was entitled for the calendar year ending prior to the Date of Termination to the extent not previously paid and any Pro Rata Bonus, each of which amounts shall be paid no later than the later of 30 days after the Date of Termination or 10 business days after the date on which the Company has available to it the information reasonably required to determine the amount to be paid;

(iii) the Accrued Investments, which amounts shall be paid in accordance with the terms and conditions of the Investment Plans;

(iv) the Accrued Welfare Benefits, which amounts shall be paid in accordance with the terms and conditions of the Welfare Plans;

(v) a lump-sum payment within 30 days of the Date of Termination equal to the greater of (A) the undiscounted amount of Annual Base Salary the Employee would have received for the rest of the Term based upon the highest Annual Base Salary to which Employee was entitled during the 24-month period ending on the Date of Termination or (B) two years of the highest Annual Base Salary to which Employee was entitled during the 24-month period ending on the Date of Termination; and

(vi) if Employee is entitled on the Date of Termination to coverage under the medical, prescription, and dental portions of the Welfare Plans, continuation at the Company’s sole cost and expense of such coverage for Employee and Employee’s dependents for a period ending on the later to occur of (A) the second anniversary of the Date of Termination or (B) the end of the full Term. Notwithstanding any provision of the foregoing to the contrary, the continued coverage provided pursuant to thisSection 5(c)(vi) will count towards the depletion of any continued health care coverage rights that Employee and Employee’s dependents may have pursuant to COBRA, and Employee’s or Employee’s dependents’ rights to continued health care coverage pursuant to thisSection 5(c)(vi) shall terminate at the time Employee or Employee’s dependents become covered, as described in COBRA, under another group health plan that does not limit coverage with respect to any preexisting conditions of Employee or Employee’s dependents, and shall also terminate as of the date the Company ceases to provide coverage to its senior executives generally under any such Welfare Plan.

The parties hereto acknowledge that in the event Employee’s employment is terminated in connection with a Change in Control, the consideration payable to Employee underSection 5(c)(v) hereof is related to the additional efforts and services that will have been required of the Employee in connection with such Change in Control transaction and to Employee’s obligations underSections 7, 8 and 9 of this Agreement.

Except as described in thisSection 5(c), in the event of Employee’s termination by the Company without Cause or by Employee for Good Reason or due to a Non-Renewal election by the Company, Employee shall forfeit all rights to any other compensation.

6. Other Provisions Relating to Termination.

(a)Notice of Termination. Any termination by the Company for Cause or without Cause or by reason of Employee’s Disability, or by Employee’s resignation for Good Reason or without Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance withSection 10(b). For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon and (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee’s employment under the provision so indicated. The failure by the Company or Employee to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause or Good Reason shall not waive any right of the Company or Employee hereunder or preclude the Company or Employee from asserting such fact or circumstance in enforcing the Company’s or Employee’s rights hereunder.

(b)Date of Termination. “Date of Termination” means (i) if Employee’s employment is terminated by reason of Employee’s death, the date of Employee’s death; (ii) if Employee’s employment is terminated by reason of Employee’s Disability, the Disability Effective Date (provided that Employee shall not have returned to perform, with or without reasonable accommodation, the essential functions of Employee’s position on a full-time basis during the 30-day period provided for inSection 4(b)); (iii) if Employee’s employment is terminated by the Company without Cause or by Employee for Good Reason or without Good Reason, then, subject toSection 6(c), the date specified in the Notice of Termination (which date shall be a date between the date that the Notice of Termination is given and 30 days thereafter (inclusive)); (iv) if Employee’s employment is terminated by the Company for Cause then, subject toSection 6(d), the date on which the Notice of Termination is given; and (v) if Employee’s employment is terminated due to a Non-Renewal election by Employee or the Company, the date on which the Term expires.

(c)Good Reason. Upon Employee’s learning of the occurrence of any event described in the definition of Good Reason inSection 1(j), Employee may terminate Employee’s employment hereunder for Good Reason within 60 days thereafter by giving a Notice of Termination to the Company to that effect and describing in reasonable detail the facts or circumstances giving rise to Employee’s right to terminate Employee’s employment for Good Reason. Notwithstanding the foregoing, the right of Employee to terminate Employee’s employment for Good Reason underSection 4(d)(i) shall not limit the Company’s right to terminate Employee’s employment for Cause underSection 4(c) if Cause is determined to exist prior to the time Good Reason is determined to exist.

(d)Cause. Upon the Company learning of the occurrence of any event described inSection 1(c), the Company may terminate Employee’s employment hereunder for Cause within 60 days thereafter by giving Employee a Notice of Termination to that effect and describing in reasonable detail the facts or circumstances giving rise to the Company’s right to terminate Employee’s employment for Cause. Notwithstanding the foregoing, the right of the Company to terminate Employee’s employment for Cause underSection 4(c) shall not limit Employee’s right to resign for Good Reason underSection 4(d)(i) if Good Reason is determined to exist prior to the time Cause is determined to exist.

(e)Full Settlement; Mitigation. In no event shall Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Employee under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not Employee obtains other employment. The Company shall not be liable to Employee for any damages for breach of this Agreement in addition to the amounts payable underSection 5 arising out of the termination of Employee’s employment prior to the end of the Term. The Company shall be entitled to seek damages from Employee for any breach ofSection 8 by Employee.

(f)Release and Other Agreements. Notwithstanding any other provision in this Agreement to the contrary, in consideration for receiving the severance benefits described inSections 5(c)(v) and5(c)(vi), Employee hereby agrees to execute (and not revoke) a Release and Separation Agreement and a Waiver and Release within 60 days of the Date of Termination in substantially the forms attached hereto asExhibit A (the “Release”). If Employee fails to

properly execute and deliver the Release (or revokes the Release), Employee agrees that Employee shall not be entitled to receive such severance benefits.

(g)409A Compliance. To the extent required by section 409A of the Code, if on Employee’s Date of Termination he is a “specified employee” within the meaning of section 409A of the Code, any amounts that are payable to Employee by reason of his termination of employment pursuant toSection 5 and that are not excluded from application of Section 409A of the Code by reason of the “short term deferral” exception to Section 409A of the Code will be delayed for a period of six months following the Date of Termination. Any payments that would have been paid to Employee pursuant during such six-month period and that are delayed pursuant to thisSection 6(g) shall be paid to him in the form of a lump sum payment at the end of the six-month period.

7. Disclosure of, Access to and Entrustment of Confidential Information, Business Opportunities and Business Goodwill. During the course of Employee’s employment with the Company, the Company shall disclose to Employee, or place Employee in a position to have access to or develop, Confidential Information (as defined inSection 8(a)(i)), and/or shall entrust Employee with business opportunities of the Company, and/or shall place Employee in a position to develop business goodwill on behalf of the Company. There is a need and desire on the part of the Company and Employee to specify the parties’ rights and obligations with respect to the ownership and protection of such Confidential Information, business opportunities and goodwill. Accordingly, as a material inducement to the Company to enter into this Agreement, in consideration for the compensation and other benefits payable hereunder to Employee, to protect the Company’s Confidential Information that has been and will be in the future disclosed or entrusted to Employee (the disclosure of which by Employee in violation of this Agreement would adversely affect the business goodwill of the Company), the business goodwill of the Company that has been and will in the future be developed in Employee and the business opportunities that have been and will in the future be disclosed or entrusted to Employee by the Company; and for other good and valuable consideration, Employee agrees to comply with, and be bound by,Section 8 andSection 9. As used in thisSection 7 and inSection 8 andSection 9 “Company” shall include the Company and any of its Subsidiaries.

8. Confidential Information; Ownership of Property.

(a)Obligations to Maintain Confidentiality.

(i) Employee acknowledges that the Company has trade, business and financial secrets and other confidential and proprietary information regarding the Company and its business, in whatever form, tangible or intangible (collectively, the “Confidential Information”), and that, during the course of Employee’s employment with the Company, Employee has received, shall receive or be placed in a position to have access to or develop Confidential Information. Employee further acknowledges and agrees that Employee’s use of Confidential Information in the conduct of business on behalf of a competitor of the Company would constitute unfair competition with the Company and would adversely affect the business goodwill of the Company. Confidential Information includes sales materials, technical information, processes and compilations of information, records, specifications and information concerning customers, prospective customers, customer and prospective customer lists, and

information regarding methods of doing business, As defined herein, Confidential Information shall not include information that is or was (i) obtained by Employee from a source other than the Company or its Affiliates, which source is not under a duty of non-disclosure in regard to such information or (ii) becomes generally available to the public other than through disclosure by Employee in violation of the provisions of this Agreement.

(ii) Employee is aware of those policies implemented by the Company to keep its Confidential Information secret, including those policies limiting the disclosure of information on a need-to-know basis and requiring the keeping of information in secure areas. Employee acknowledges that the Confidential Information has been or will be developed or acquired by the Company through the expenditure of substantial time, effort and money and provides or will provide the Company with an advantage over competitors who do not know or use such Confidential Information.

(iii) During and following Employee’s employment by the Company, Employee shall hold in confidence and not directly or indirectly disclose, use (for Employee’s commercial advantage or otherwise), copy, make lists of, or make available to others any Confidential Information except in Employee’s good faith performance of Employee’s duties to the Company as an executive of the Company or to the extent authorized in writing by the Board or required by law or compelled by legal process. Employee agrees to use reasonable efforts to give the Company notice of any and all attempts to compel disclosure of any Confidential Information. Employee further agrees not to use any Confidential Information for the benefit of any person or entity other than the Company.

(iv) Employee agrees that all Confidential Information and other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements and other repositories containing information concerning the Company or the business of the Company, in whatever form, tangible or intangible (including all copies thereof), that Employee shall prepare, or use, or be provided with as a result of Employee’s employment with the Company, shall be and remain the sole property of the Company. Upon termination of Employee’s employment hereunder, Employee agrees that all Confidential Information and other files, documents, materials, records, notebooks, customer lists, business proposals, contracts, agreements and other repositories containing information concerning the Company or the business of the Company (including all copies thereof) in Employee’s possession, custody or control, whether prepared by Employee or others, shall remain with or be returned to the Company promptly after the Date of Termination. The materials required to be returned pursuant to thisSection 8(a)(iv) shall not include personal correspondence or other personal property of Employee that does not relate to the Company or the business of the Company.

(b)Ownership of Work Product. Employee acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, patent applications, copyrightable work and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) that relate to the Company’s or its Affiliates’ actual or anticipated business, research and development, or existing or future products or services and that are conceived, developed, contributed to, made, or reduced to practice by Employee (either solely or jointly with others) while employed by the Company

(including any of the foregoing that constitutes any proprietary information or records) (“Work Product”) belong to the Company or its Affiliates, as applicable, and Employee hereby assigns, and agrees to assign, all of the above Work Product to the Company or its Affiliates, as applicable.

9. Non-Competition and Related Matters.

(a) Employee agrees that, during the Term and for a period commencing upon the termination of the Employee’s employment hereunder and ending upon the first anniversary thereof, unless otherwise extended pursuant to the terms of thisSection 9, Employee will not, directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, shareholder, corporate officer, director, or in any other individual or representative capacity, engage or participate in any business or activity in North America that is substantially similar to the business of the Company. Notwithstanding the foregoing provisions of thisSection 9(a), however, Employee shall have no further obligations under thisSection 9(a) in the event of a termination of Employee’s employment by the Company without Cause or in the event of Employee’s resignation for Good Reason or if the Employee’s employment is terminated as a result of the Company’s Non-Renewal election.

(b) Employee agrees that a breach or violation of this covenant not to compete by Employee shall entitle the Company, as a matter of right, to an injunction issued by any court of competent jurisdiction, restraining any further or continued breach or violation of this covenant. Such right to an injunction shall be cumulative and in addition to, and not in lieu of, any other remedies to which the Company may show itself justly entitled. Further, during any period in which Employee is in breach of this covenant not to compete, the time period of this covenant shall be extended for an amount of time that Employee is in breach hereof.

(c) Employee agrees that during the Term and for a period commencing upon the termination of the Employee’s employment for Cause or due to a Non-Renewal election by the Employee or following the Employee’s resignation without Good Reason and ending upon the first anniversary thereof, unless otherwise extended pursuant to the terms of thisSection 9, Employee will not solicit, directly or indirectly, in the capacity of employee, consultant, or in any other capacity whatsoever, one or more of the employees, directors, officer or other persons who, at the time of solicitation, or in the 180-day period prior thereto, are working full-time or part time for the Company and will not endeavor, directly or indirectly in any manner whatsoever, to encourage any such person to leave his or her job with the Company and will not endeavor, directly or indirectly in any manner whatsoever, to incite or induce any client or customer of the Company to terminate, in whole or in part, its business relations with the Company except to the extent the solicitation is made through a public advertisement in a newspaper, trade journal or similar public medium. Notwithstanding the foregoing provisions of thisSection 9(c), Employee shall have no obligations under thisSection 9(c) after the termination of his employment unless under the circumstances of his termination he also has obligations after the termination of his employment underSection 9(a).

(d) The representations and covenants contained in thisSection 9 on the part of Employee will be construed as ancillary to and independent of any other provision of this Agreement, and the existence of any claim or cause of action of Employee against the Company

or any officer, director, or shareholder of the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants of Employee contained in thisSection 9. In addition, the provisions of thisSection 9 shall continue to be binding upon Employee in accordance with their terms, notwithstanding the termination of Employee’s employment hereunder for any reason.

(e) If Employee violates any covenant contained in thisSection 9 and the Company brings legal action for injunctive or other relief, the Company shall not, as a result of the time involved in obtaining the relief, be deprived of the benefit of the full period of any such covenant. Accordingly, the covenants of Employee contained in theSection 9 shall be deemed to have durations as specified above, which periods shall commence upon the later of (i) the termination of Employee’s employment hereunder and (ii) the date of entry by a court of competent jurisdiction of a final judgment enforcing the covenants of Employee in thisSection 9.

(f) The parties to this Agreement agree that the limitations contained in thisSection 9 with respect to time, geographical area, and scope of activity are reasonable. However, if any court shall determine that the time, geographical area, or scope of activity of any restriction contained in thisSection 9 is unenforceable, it is the intention of the parties that such restrictive covenant set forth herein shall not thereby be terminated but shall be deemed amended to the extent required to render it valid and enforceable.

(g) Nothing contained in thisSection 9 shall be construed to prohibit Employee from investing in stock or other securities listed on a national securities exchange or actively traded in the over-the-counter market of any corporation or other entity engaged in a business or activity competitive with the business of the Company, provided that Employee and the members of his immediate family shall not, directly or indirectly, hold more than a total of five percent of all such shares of stock or other securities issued and outstanding, and provided further that Employee shall not perform any services on behalf of, or in the operation of the affairs of, such corporation or other entity.

(h) The provisions restricting the Employee’s ability to compete or solicit Company employees shall not apply if a Change in Control occurs after the Effective Date of this Agreement.

10. Successors; Binding Agreement.

(a) This Agreement is personal to Employee and shall not be assignable by Employee otherwise than by will or the by laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Employee’s personal and legal representatives, executors, administrators, heirs, distributes, devisees and legatees.

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

11. Miscellaneous.

(a)Construction. This Agreement shall be deemed drafted equally by both the parties. Its language shall be construed as a whole and according to its fair meaning. Any

presumption or principle that the language is to be construed against any party shall not apply. The headings in this Agreement are only for convenience and are not intended to affect construction or interpretation. Any references to paragraphs, subparagraphs, sections, subsections or clauses are to those parts of this Agreement, unless the context clearly indicates to the contrary. Also, unless the context clearly indicates to the contrary, (i) the plural includes the singular and the singular includes the plural; (ii) “and” and “of’ are each used both conjunctively and disjunctively; (iii) “any,” “all,” “each,” or “every” means “any and all”, and “each and every”; (iv) “includes” and “including” are each “without limitation”; (v) “herein,” “hereof” “hereunder” and other similar compounds of the word “here” refer to the entire Agreement and not to any particular paragraph, subparagraph, section or subsection; and (vi) all pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the entities or persons referred to may require.

(b)Notices. All notices and other communications hereunder 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, addressed as follows:


If to Employee		If to the Company
David D. Le Norman		Crusader Energy Group Inc.

5333 Wisteria Dr.		4747 Gaillardia Parkway

Oklahoma City, OK 73142-1818		Oklahoma City, OK 73142

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(c)Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a portion of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.

(d)Withholding. The Company 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.

(e)No Waiver. Except as expressly set forth in this Agreement, no waiver by either party at any time of any breach by the other party of, or compliance with, any condition or provision of this Agreement to be performed by the other party shall be deemed a waiver of similar or dissimilar provisions or conditions at any time.

(f)Equitable and Other Relief. Employee acknowledges that money damages would be both incalculable and an insufficient remedy for a breach ofSection 8 orSection 9 by Employee and that any such breach would cause the Company irreparable harm. Accordingly, the Company, in addition to any other remedies at law or in equity it may have, shall be entitled, without the requirement of posting of bond or other security, to equitable relief, including injunctive relief and specific performance, in connection with a breach ofSection 8 orSection 9 by Employee. If the Company files a pleading with a court seeking immediate injunctive relief and this pleading is challenged by Employee and injunctive relief sought is not awarded, the Company shall pay all of Employee’s costs and attorneys’ fees. The parties consent to the exclusive jurisdiction of competent state courts or federal courts in the State of Nevada for all litigation which may be brought with respect to the terms of; and the transactions and relationships contemplated by, this Agreement. The parties further consent to the non-exclusive jurisdiction of any state court located within a district which encompasses assets of a party against which a judgment has been rendered for the enforcement of such judgment or award against the assets of such party.

(g)Entire Agreement. The provisions of this Agreement constitute the entire and complete understanding and agreement between the parties with respect to the subject matter hereof, and supersede all prior and contemporaneous oral and written agreements, representations and understandings of the parties, which are hereby terminated. Employee and the Company acknowledge and represent that there are no other promises, terms, conditions or representations (or written) regarding any matter relevant hereto.

(h)Attorney Fees. The prevailing party in any dispute or controversy under or in connection with this Agreement shall be entitled to reimbursement from the non-prevailing party for all costs and reasonable legal fees incurred by such prevailing party.

(i)Survival.Sections 1 and4 through11 of this Agreement shall survive the termination of this Agreement.

(j)Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS OF NEVADA OR ANY OTHER JURISDICTION, AND, WHERE APPLICABLE, THE LAWS OF THE UNITED STATES.

(k)Amendments. This Agreement may not be amended or modified at any time except by a written instrument approved by the Board and executed by the Company and Employee.

(l)Employee Acknowledgement. Employee acknowledges that Employee has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representatives or promises made by the Company other than those contained in writing herein, and has entered into this Agreement freely based on Employee’s own judgment.

(m)Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. Any counterpart of this Agreement that has attached to it separate signature pages which together contain the signature of all parties hereto shall for all purposes be deemed a fully executed original. Facsimile signatures shall constitute original signatures.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date and year first above written.


	COMPANY: CRUSADER ENERGY GROUP INC.
	By:	/s/ ROBERT J. RAYMOND
		Robert J. Raymond,
		Chairman of the Board

	EMPLOYEE:
	/s/ DAVID D. LE NORMAN
	David D. Le Norman

SIGNATURE PAGE TO EMPLOYMENT AGREEMENT

EXHIBIT A

RELEASE AND SEPARATION AGREEMENT

THIS RELEASE AND SEPARATION AGREEMENT (the “Release Agreement”) made and entered into effective ___, by and between Crusader Energy Group Inc., a Nevada corporation (the “Company”) and David D. Le Norman (“Employee”).

W I T N E S S E T H:

WHEREAS, Employee has been employed by the Company pursuant to the terms of an Employment Agreement signed and dated (the “Employment Agreement”); and

WHEREAS, the Company has decided to terminate Employee’s employment without Cause (other than by reason of Employee’s death or Disability or a Non-Renewal by Employee) or Employee has decided to resign for Good Reason or Employee’s employment is terminated due to Non-Renewal election by the Company;

WHEREAS, as provided in Sections 5 and 6(f) of the Employment Agreement, in exchange for a release, the parties have agreed that the Company will provide Employee with the severance benefits described in Sections 5(c)(v) and 5(c)(vi) of the Employment Agreement; and

WHEREAS, in consideration of the mutual promises contained herein, the parties hereto are willing to enter into this agreement upon the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the premises, the terms and provisions set forth herein, the mutual benefits to be gained by the performance thereof and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Separation and Resignation from Officer Positions.

Effective as of the close of business on , ___, Employee will separate his service as an employee of the Company (the “Separation Date”). Employee agrees to resign any and all director, officer, or other positions he holds with the Company or any of its affiliates and/or subsidiaries.

2. Special Compensation for Waiver and Release.

Waiver and Release. Employee shall have up to twenty-one (21) calendar days to consider whether to sign and return this Release Agreement to the Company by first class mail, by hand delivery or by scanned document sent via facsimile or electronic mail. In consideration for Employee’s execution of and compliance with this agreement, including but not limited to the execution of the Waiver and Release attached hereto as Attachment “I”, the Company shall provide Employee severance benefits as set forth in Sections 5(c)(v) and 5(c)(vi) of the

David D. Le Norman
Separation Agreement

Employment Agreement. The value of such severance is in excess of what Employee is otherwise entitled to. This consideration is provided subject to the binding execution by Employee (without revocation) of the Waiver and Release. No payment shall be made or other benefit described hereunder provided until the expiration of the seven-day revocation period described in the Waiver and Release following employee’s signing of the Waiver and Release (the “Effective Waiver Date”).

3. Restrictive Covenants. As a material inducement to the Company to enter into the Release, Employee agrees that the covenants set forth in Sections 7 through 9 of the Employment Agreement remain in full force and effect in accordance with their terms.

4. Amendment of Agreement. This Release Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.

5. Waiver. No term or condition of this Release Agreement shall be deemed to have been waived, nor shall there be an estoppel against the enforcement of any provision of this agreement, except by written instrument of the party charged with such waiver or estoppel.

6. Notices. All notices or communications hereunder shall be made in accordance with Section 11 (b) of the Employment Agreement.

7. Severability. If any provision of this Release Agreement is held to be invalid, illegal or unenforceable, in whole or part, such invalidity will not affect any otherwise valid provision, and all other valid provisions will remain in full force and effect.

8. Counterparts. This Release may be executed in two or more counterparts, each of which will be deemed an original, and all of which together will constitute one document.

9. Titles. The titles and headings preceding the text of the sections and subsections of this Release Agreement have been inserted solely for convenience of reference and do not constitute a part of this agreement or affect its meaning, interpretation or effect.

10. Drafting. The agreements between Employee and Company contained herein shall not be construed in favor of or against the other party but shall be construed as if all parties prepared this agreement.

11. Release Not To Be Used As Evidence. This Release Agreement shall not be admissible as evidence in any proceeding except one in which a party to this release agreement seeks to enforce release this agreement or alleges this Release Agreement has been breached, or one in which a court or administrative agency of competent jurisdiction orders Employee or the Company to produce this release agreement

12. Governing Law.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA, UNITED STATES OF AMERICA, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

David D. Le Norman
Separation Agreement

13. Entire Agreement. The Employment Agreement and the Release Agreement, together with Attachment I hereto constitute the entire agreement of the parties with respect to the subject matter hereof.

14. 409A Compliance. The parties acknowledge that all payments and benefits provided under this release Agreement are intended to meet the requirements and restrictions of the nonqualified deferred compensation rules contained in Section 409A of the Internal Revenue Code of 1986, as amended (to the extent applicable thereto).

IN WITNESS WHEREOF, the parties have executed this Agreement in multiple counterparts, all of which shall constitute one agreement, effective as of the date and year first above written.


	COMPANY: CRUSADER ENERGY GROUP INC.
	By:

	EMPLOYEE

	David D. Le Norman

Attachment “I”

CRUSADER ENERGY GROUP INC.
Waiver And Release

Crusader Energy Group Inc. has offered to pay me certain severance benefits (the “Benefits”) under the Release and Separation Agreement, dated as of (the “Release Agreement”), which Release Agreement includes benefits to which I am not otherwise entitled. These Benefits were offered to me in exchange for my agreement, among other things, to waive all of my claims against and release Crusader Energy Group Inc. and its predecessors, successors and assigns (collectively referred to as the “Company”), all of the affiliates (including parents and subsidiaries) of the Company (collectively referred to as the “Affiliates”) and the Company’s and Affiliates’ directors and officers, employees and agents, insurers, employee benefit plans and the fiduciaries and agents of said plans (collectively, with the Company and Affiliates, referred to as the “Corporate Group”) from any and all claims, demands, actions, liabilities and damages arising out of or relating in any way to my employment with or separation from the Company or the Affiliates; provided, however, that this Waiver and Release shall not apply to any claim or cause of action to enforce or interpret any provision contained in the Release Agreement that may arise after the date this Waiver and Release is executed. I have read this Waiver and Release and the Release Agreement. I choose to accept this offer.

I understand that signing this Waiver and Release is an important legal act. I acknowledge that the Company has advised me in writing to consult an attorney before signing this Waiver and Release. I understand that, in order to be eligible for Benefits, I must sign and return to Crusader Energy Group Inc. this Waiver and Release before 5 p.m. on . I acknowledge that I have been given sufficient time to consider whether to sign the Release Agreement and whether to execute this Waiver and Release.

In exchange for the payment to me of Benefits, which are in addition to any remuneration or benefits to which I am already entitled, I, among other things, (1) agree not to sue in any local, state and/or federal court regarding or relating in any way to my employment with or separation from the Company or the Affiliates, and (2) knowingly and voluntarily waive all claims and release the Corporate Group from any and all claims, demands, actions, liabilities, and damages, whether known or unknown, arising out of or relating in any way to my employment with or separation from the Company or the Affiliates.¹ This Waiver and Release includes, but is not limited to, claims and causes of action under: Title VII of the Civil Rights Act of 1964, as amended (“Title VII”); the Age Discrimination in Employment Act of 1967, as amended,


¹		Nothing in this Waiver and Release or the Release Agreement should be construed as a waiver of my rights vested under the terms of employee benefit plans sponsored by the Company or the Affiliates or with respect to such rights or claims as may arise after the date this Waiver and Release is executed or to amounts owed to me pursuant to the terms of my Employment Agreement with the Company. Additionally, I am not waiving any rights that I may have under the Family and Medical Leave Act of 1993 or the Fair Labor Standards Act. Furthermore, although I waive all rights to recovery of any compensation or benefits that I might be entitled to as a result of filing charges or claims with the Equal Employment Opportunity Commission and the National Labor Relations Board, I am not giving up any right that I may have to file charges or claims with these governmental agencies. Finally, I am not waiving any rights that cannot by law be released by private agreement.

including the Older Workers Benefit Protection Act of 1990 (“ADEA”); the Civil Rights Act of 1866, as amended; the Civil Rights Act of 1991; the Americans with Disabilities Act of 1990 (“ADA”); the Energy Reorganization Act, as amended, 42 U.S.C. ss 5851; the Workers Adjustment and Retraining Notification Act of 1988; the Pregnancy Discrimination Act of 1978; the Employee Retirement Income Security Act of 1974, as amended; the Occupational Safety and Health Act; claims in connection with workers’ compensation or “whistle blower” statutes; and/or contract, tort, defamation, slander, wrongful termination or any other state or federal regulatory, statutory or common law. Further, I expressly represent that no promise or agreement which is not expressed in the Release Agreement has been made to me in executing this Waiver and Release, and that I am relying on my own judgment in executing this Waiver and Release, and that I am not relying on any statement or representation of the Company, any of the Affiliates or any other member of the Corporate Group or any of their agents. I agree that this Waiver and Release is valid, fair, adequate and reasonable, is with my full knowledge and consent, was not procured through fraud, duress or mistake and has not had the effect of misleading, misinforming or failing to inform me.

I acknowledge that payment of Benefits to me by the Company is not an admission by the Company or any other member of the Corporate Group that they engaged in any wrongful or unlawful act or that the Company or any member of the Corporate Group violated any federal or state law or regulation.

Should any of the provisions set forth in this Waiver and Release be determined to be invalid by a court, agency or other tribunal of competent jurisdiction, it is agreed that such determination shall not affect the enforceability of other provisions of this Waiver and Release. I acknowledge that this Waiver and Release and the Release Agreement set forth the entire understanding and agreement between me and the Company or any other member of the Corporate Group concerning the subject matter of this Waiver and Release and supersede any prior or contemporaneous oral and/or written agreements or representations, if any, between me and the Company or any other member of the Corporate Group.I understand that for a period of 7 calendar days following the date that I sign this Waiver and Release, I may revoke my acceptance of the offer, provided that my written statement of revocation is received on or before that seventh day by Crusader Energy Group Inc., in which case the Waiver and Release will not become effective. In the event I revoke my acceptance of this offer, the Company shall have no obligation to provide me Benefits. I understand that failure to revoke my acceptance of the offer within 7 calendar days from the date I sign this Waiver and Release will result in this Waiver and Release being permanent and irrevocable.

I acknowledge that I have read this Waiver and Release, have had an opportunity to ask questions and have it explained to me and that I understand that this Waiver and Release will have the effect of knowingly and voluntarily waiving any action I might pursue, including breach of contract, personal injury, retaliation, discrimination on the basis of race, age, sex, national origin, or disability and any other claims arising prior to the date of this Waiver and Release. By execution of this document, I do not waive or release or otherwise relinquish any legal rights I may have which are attributable to or arise out of acts, omissions, or events of the Company or any other member of the Corporate Group which occur after the date of the execution of this Waiver and Release.



David D. Le Norman


Employee’s Signature Date

Crusader Energy (CKGRQ) Inactive 8-KEntry into a Material Definitive Agreement