Chief Operating Officer Employment Agreement

LETTERHEAD OF

ATLAS AMERICA, INC.



April 5, 2006





Mr. Richard Weber

31387 Edgewood Road

Pepper Pike, OH 44124



Re: Agreement for Services


Dear Rich:



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



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



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



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



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








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



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



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



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



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



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



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



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








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



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



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








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



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



(x) Exercise of Options and Cashless Conversion. Any vested Atlas Energy LLC Options and the AAI Options may be exercised, in whole or in part, at any time or from time to time, by delivery to the Issuer of written notice of exercise, together with payment of a purchase price payable in cash or instructions to effectuate a cashless exercise. You shall have the right, but not the obligation, to elect to exercise the Atlas Energy LLC Options and the AAI Options by subtracting the exercise price from the closing bid price of the Issuer's units or com ...