FOURTH AMENDED AND RESTATED SEVERANCE AGREEMENT

1.

Definitions

principally employed immediately prior to the date on which a Change of Control occurs.

(b)

“Change of Control” means the occurrence of either of the following events:

(i)

The Company (A) shall not be the surviving entity in any merger, consolidation or other reorganization (or survives only as a subsidiary of an entity other than a previously wholly-owned subsidiary of the Company) or (B) is to be dissolved and liquidated, and as a result of or in connection with such transaction which for the avoidance of doubt, applies to (A) and (B), the persons who were directors of the Company before such transaction shall cease to constitute a majority of the Board;

(ii)

Any person or entity, including a “group” as contemplated by Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, acquires or gains ownership or control (including, without limitation, power to vote) of 20% or more of the outstanding shares of the Company’s voting stock (based upon voting power), and as a result of or in connection with such transaction, the persons who were directors of the Company before such transaction shall cease to constitute a majority of the Board; or

(iii)

The Company sells all or substantially all of the assets of the Company to any other person or entity (other than a wholly-owned subsidiary of the Company) in a transaction that requires shareholder approval pursuant to the Texas Business Corporation Act.

(c)

“Code” shall mean the Internal Revenue Code of 1986, as amended.

(d)

“Compensation” shall mean the greater of:

(i)

Employee’s current annual salary plus his or her Targeted Bonus Opportunity immediately prior to the date on which a Change of Control occurs, or

(ii)

Employee’s current annual salary plus his or her Targeted Bonus Opportunity at the time of his or her Involuntary Termination.

(e)

“Incentive Award” shall mean any grant or award of restricted stock, stock options or other benefits or awards made to an Employee under the Incentive Award Plan.

(f)

“Incentive Award Plan” shall mean Edge Petroleum Corporation 1997 Incentive Plan, as amended, or any successor thereto.

(g)

“Involuntary Termination” shall mean any termination of Employee’s employment with the Company which:

(i)

does not result from a resignation by Employee (other than a resignation pursuant to Clause (ii) of this paragraph (g) or a resignation at the request of the Company); or

(ii)

results from a resignation by Employee on or before the date which is thirty days after the expiration of the Correction Period associated with a Change in Duties; provided, however, the term “Involuntary Termination” shall not include a Termination for Cause or any termination as a result of death, disability under circumstances entitling him to benefits under the Company’s long-term disability plan.

(h)

“Severance Amount” shall mean an amount equal to 1.50 times Employee’s Compensation.

(i)

“Targeted Bonus Opportunity ” shall mean the Employee’s current targeted bonus opportunity, if any, as approved by the Compensation Committee effective for the year with respect to which such targeted bonus opportunity, if any, is being determined or for the last year for which such an opportunity was so approved if one has not been approved for the current year, expressed as a dollar amount.

(j)

“Termination for Cause” shall mean termination of Employee’s employment by the Company (or its subsidiaries) by reason of (a) conviction of the Employee by a court of competent jurisdiction of any felony or a crime involving moral turpitude; (b) the Employee’s knowing failure or refusal to follow reasonable instructions of the Board or reasonable policies, standards and regulations of the Company or its subsidiaries as set forth in the employee manual or otherwise; (c) the Employee’s continued failure or refusal to faithfully and diligently perform the usual, customary duties of his or her employment with the Company or a subsidiary; (d) the Employee continuously conducting himself or herself in an unprofessional, unethical, immoral or fraudulent manner; or (e) the Employee’s conduct discredits the Company or a subsidiary or is detrimental to the reputation, character and standing of the Company or a subsidiary.

2.

Services.    Employee agrees that he or she will render services to the Company (as well as any subsidiary thereof or successor thereto) during the period of his or her employment to the best of his or her ability and in a prudent and businesslike manner.

3.

Severance Benefits.     If Employee’s employment by the Company or any subsidiary thereof or successor thereto shall be subject to an Involuntary Termination which occurs within two years after the date upon which a Change of Control occurs, then Employee shall be entitled to receive, as additional compensation for services rendered to the Company (including its subsidiaries), the following severance benefits:

(a)

A lump sum cash payment in an amount equal to Employee’s Severance Amount.

(b)

Effective as of the date of Involuntary Termination, Employee shall become fully vested in all outstanding Incentive Awards that had not previously vested or

otherwise become exercisable as of such date due to restrictions or other provisions contained in the document granting such Incentive Award, such restrictions or other provisions in such document notwithstanding.

(c)

Employee and, if applicable, his or her eligible dependents who are covered under the Company’s medical, dental or vision plans (collectively, the “Company Group Health Plans”) as of the date on which Employee’s Involuntary Termination occurs shall be entitled to elect to continue coverage under the Company Group Health Plans in accordance with section 4980B of the Code and sections 601-607 et seq . of the Employee Retirement Income Security Act of 1974, as amended (“COBRA”), or similar provisions of applicable state continuation coverage laws. If and to the extent that Employee and/or his or her eligible dependents elect COBRA coverage then, during the Continuation Period (defined below), Employee and, if applicable, his or her covered dependents shall be required to pay the active employee rates applicable to similarly situated active employees for the applicable type and level of coverage under the applicable Company Group Health Plans (the “Employee Contribution”) and the Company shall pay the remainder of any required premium for the Continuation Period. For purposes of this Agreement, the “Continuation Period” shall be the period commencing on the date of Employee’s Involuntary Termination and ending on the earliest to occur of (i) the expiration of eighteen months after Employee’s Involuntary Termination (or any additional period required pursuant to applicable federal or state law), (ii) the date Employee or, if applicable, his or her covered dependents, is eligible for medical, dental or vision coverage, as applicable, under another employer-provided group health plan (with Employee being obligated hereunder to report such eligibility to the Company within 30 days and certify eligibility for payments hereunder promptly upon request of the Company), or (iii) the date on which COBRA coverage (or applicable state continuation coverage, if applicable) terminates. The amount and due dates for such payment shall be communicated to Employee and, if applicable, his or her eligible dependents within 44 days of the date of Employee’s Involuntary Termination. The foregoing is intended to reflect financial agreements between Employee and the Company and shall not be construed to limit Employee’s rights under COBRA. The Continuation Period shall run concurrently with the required COBRA continuation coverage period (and any period of state continuation coverage required by applicable law) and shall not extend any person’s COBRA continuation coverage period (or period of state continuation coverage).

(d)

If the Continuation Period expires pursuant to Section 3(c)(i) above, then following the expiration of the Continuation Period, if and to the extent that Employee, and, where applicable, Employee’s covered dependents were covered by the Company Group Health Plans immediately prior to termination of the Continuation Period and are not eligible for medical, dental or vision coverage, as applicable, under another employer-provided group health plan, Employee shall be entitled to receive a cash lump sum