AMENDED AND RESTATED
This Amended and Restated Employment Agreement (this “ AGREEMENT ”) is made and entered into
on December 30, 2008 (the “ EFFECTIVE DATE ”) by and between Tracy Price (“ EXECUTIVE ”) and Crimson
Exploration Inc. (the “ COMPANY ”).
WHEREAS , the Company’s predecessor, GulfWest Energy Inc., a Texas corporation, and Executive
entered into an Employment Agreement (the “ EMPLOYMENT AGREEMENT ”) on the Effective Date in
connection with Executive’s employment with the Company as Senior Vice President – Land/Business
Development, whereby the Company agreed to employ Executive and Executive accepted such employment
upon the terms and conditions set forth in the Employment Agreement; and
WHEREAS , each party desires to amend and restate in its entirety the Employment Agreement.
NOW, THEREFORE , in consideration of the mutual covenants and obligations contained herein:
EMPLOYMENT; RESPONSIBILITIES; COMPENSATION
Section 1.1 EMPLOYMENT . Subject to ARTICLE 3 , the Company hereby agrees to employ Executive
and Executive hereby agrees to be employed by the Company, in accordance with this Agreement, for the period
commencing as of the Effective Date and ending on the second anniversary of the Effective Date (“ INITIAL
TERM ”); PROVIDED, HOWEVER , that beginning on the day immediately preceding the second anniversary of
the Effective Date of this Agreement and on the day immediately preceding each anniversary of this Agreement
thereafter, the Initial Term shall automatically be extended one additional year unless either party gives written
notice to the other party between 90 and 120 days prior to the next anniversary of this Agreement that it or he, as
applicable, does not wish to extend this Agreement. Executive’s continued employment after the expiration of the
Initial Term shall be in accordance with and governed by this Agreement, unless modified by the parties to this
Agreement in writing.
Section 1.2 RE