VP Business Development and Reservoir Engineering Employment Agreement - David A. Rice

Exhibit 10.10

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this " Agreement" ) dated as of April 1, 2005 by and between Ascent Energy Inc., a Delaware corporation (the " Company" ), and David A. Rice (the " Executive" ).

WITNESSETH :

WHEREAS, the Executive has been providing services to the Company and the Company has been compensating the Executive; and

WHEREAS, the Company desires to continue to employ the Executive upon the terms and conditions and in the capacities set forth herein;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of-which are hereby acknowledged, the Company and Executive hereby agree as follows: 1. Employment and Term of Employment. Subject to the terms and conditions of this Agreement, the Company hereby agrees to employ the Executive, and the Executive hereby agrees to serve the Company as Vice President Business Development and Reservoir Engineering for a term beginning on the date hereof (the " Effective Date" ) and ending on the third anniversary of such date (the " Term of Employment" ). On the second anniversary date hereof and on each annual anniversary of such date thereafter (such date and each annual anniversary thereafter being referred to herein as a " Renewal Date" ), the Term of Employment shall be automatically extended so as to terminate two years from such Renewal Date, unless, not less than 90 days prior to such Renewal Date, written notice is given by either the Company or the Executive that the Term of Employment shall not be so extended. In no event, however, will this Agreement extend beyond the Executive' s normal retirement date pursuant to any Company employee benefit plan in which he may be a participant.

2. Scope of Employment. During the Term of Employment, the Executive Agrees to serve as Vice President Business Development and Reservoir Engineering of the Company and will perform the duties and functions as are normal and customary to such positions and that are consistent with the responsibilities contained in the Company' s bylaws and (ii) perform such other duties not inconsistent with his position as are assigned to him, from time to time, by the President and Chief Executive Officer , whom shall have direct supervision over the Executive. Executive also agrees to serve, if elected, as an officer or director of any subsidiary of affiliate of the Company. During the Term of Employment, Executive shall devote his full business time, attention, skill and efforts to the faithful performance of his duties hereunder. The foregoing shall not be construed to prevent the Executive from making investments in businesses or enterprises so long as such investments do not require any services on the part of the Executive in the operation of such business or enterprises and do not violate the terms and conditions of this Agreement.

3. Compensation. During the Term of Employment, in consideration of the Executive' s services hereunder, including, without limitation, service as an officer, director or


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member of any committee of the board of directors of the Company or of any subsidiary or affiliate thereof, and in consideration of the Executive' s covenants regarding confidentiality in Section 5 hereof and noncompetition in Section 6 hereof, the Executive shall receive a salary at the rate of $134,375.17 per year (payable at such regular intervals as other employees of the Company are compensated in accordance with the Company' s employment practices), which amount shall be subject to review annually by the President and Chief Executive Officer and the Board of Directors of the Company and may be adjusted at their discretion, provided that such salary may not be reduced. In addition, the Executive shall be entitled to participate in any applicable bonus, incentive compensation or other programs created by the board of directors of the Company from time to time for the benefit of such employee.

" For purposes of Section 7(c)(i) or 7(d)(i) hereof, " annual rate of total compensation" shall mean the sum of (i) the annual rate of salary set forth above, as the same may be increased from time to time as provided above; and (ii) the most recent annual bonus (whether in cash or securities) awarded the Executive; or (Hi) in the case of clause (ii) above, for purposes of Section 7(d)(i), it shall be the greater of (A) the most recent annual bonus (whether in cash or securities) awarded the Executive, (B) the last annual bonus (whether in cash or securities) awarded the Executive prior to the " Change of Control" and (C) 50% of the annual rate of salary set forth above, as the same may be increased from time to time as provided above."

4. Additional Compensation and Benefits. As additional compensation for the Executive' s services under this Agreement, the Executive' s covenants regarding confidentiality in Section 5 hereof and noncompetition in Section 6 hereof, during the Term of Employment, the Company agrees to provide the Executive with the non-cash benefits being provided to him on the date of this Agreement (or the equivalent of such benefits) and, -without duplication, any other non-cash benefits provided by the Company to its other officers and key employees as they may exist from time to time. Such benefits shall include leave or vacation time, medical and dental insurance, life insurance, retirement and disability benefits as may hereafter by provided by the Company in accordance with its policies as well as any stock option plan or similar employee benefit program for which key executives are or shall become eligible. The Company shall reimburse the Executive for reasonable and necessary expenses incurred by the Executive in furtherance of the Company' s business, provided that such expenses are incurred in accordance with the Company' s policies and upon presentation of the documentation in accordance with expense reimbursement policies of the Company as they may exist from time to time, and submission to the Company of adequate documentation in accordance with federal income tax regulations and administrative pronouncements.

5. Confidentiality and Other Matters.

(a). Confidentiality . The Executive shall hold in a fiduciary capacity for the benefit of the Company all financial information, customer lists, contracts, books, records, materials, maps, data, reports, including but not limited to, results of exploration, drilling, drill

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cores, cuttings, and other samples, and other information relating to the business or affairs of the Company (such information being collectively referred to herein as the " Confidential Information" ). During the Term of Employment and after termination of the Executive' s employment hereunder, the Executive agrees: (i) to take all such precautions as may be reasonably necessary to prevent the disclosure to any third party of any of the Confidential Information; (ii) not to use for the Executive' s own benefit any of the Confidential Information; and (in) not to aid any other person or entity in the use of the Confidential Information in competition with the Company. Notwithstanding any provision contained herein to the contrary, the term " Confidential Information" shall not be deemed to include any general knowledge, skills or experience acquired by the Executive or any knowledge or information known to the public in general. The Executive further agrees that upon termination of his employment for any reason, he will surrender to the Company all Confidential Information, and any copies thereof, produced by him or coming into his possession and agrees that all such materials, and copies thereof, are at all times the property of the Company. The Executive further agrees that he shall not otherwise knowingly act or conduct himself (i) to the material detriment of the Company, its subsidiaries or affiliates, or (ii) in a manner which is inimical or contrary to the interests thereof. (b). Discoveries and Inventions . If the Executive, in the course of his employment with the Company, makes any discovery, improvement, or invention which pertains to or may be useful in the business of the Company, its subsidiaries or affiliates at the time of cessation of his employment, such discovery, improvement, or invention shall be the exclusive property of the Company. The Executive shall execute and deliver to the Company, with further compensation, any and all documents which the Company deems necessary or appropriate to more fully and more perfectly evidence the Company' s ownership thereof.

(c). Notification of Discoveries . The Executive hereby assigns to the Company all his right, title and interest in and to any and all inventions, discoveries, developments, improvements, techniques, designs, data and all other work products, whether tangible or intangible, as described in 5(b) herein, which Executive conceives, reduces to practice or otherwise creates in the course of his employment and in which the law recognizes any protectable interest. The Executive agrees to perform all acts necessary to enable the Company to learn of and to protect the right it receives hereunder, including, but not limited to, making full and immediate disclosure to the Company.

(d). Non-Solicitation . Without the prior written consent of the Company, the Employee covenants and agrees that during the term of this Agreement and for a period of one year thereafter, he shall not hire or attempt to hire for or on behalf of himself or any business organization, any officer, or employee of the Company, or encourage for or on behalf of himself or any business organization, any officer, or employee to terminate his or her relationship or employment with the Company.

(e). Definitions; Remedies . For purposes of this Section 5, the " Company" shall be defined as the Co ...