Exhibit 10.1

EXECUTIVE SEVERANCE

AND CONSULTING AGREEMENT

This Executive Severance and Consulting Agreement (“ Agreement ”) is entered into as of July 24, 2019, by and between Enservco Corporation (the “ Company ”) and Dustin Bradford (the “ Executive ”), who are collectively referred to herein as the “ Parties ” and each as a “ Party .”

WHEREAS, Executive is employed as Chief Financial Officer of the Company pursuant to an Employment Agreement by and between the Parties entered into effective January 31, 2018 (“ Employment Agreement ”), which provides for certain benefits and compensation to be paid to the Executive upon termination of his employment;

WHEREAS, the Executive has informed the Company of his intention to resign as the Company’s Chief Financial Officer and all positions he holds with the Company and its affiliates effective July 24, 2019, and continue to be employed through August 16, 2019 or such earlier date as determined by the Company under Sections 1 and 4 below (the “ Resignation Date ”) and resign his employment with the Company on the Resignation Date;

WHEREAS, the Company desires, in its discretion, to retain the consulting services of the Executive following the Resignation Date, on an advisory, independent contractor basis, on the terms and conditions set forth herein, and Executive has agreed to serve the Company and its affiliates in such role following the Resignation Date;

WHEREAS, the Parties desire to resolve all potential claims of the Executive under the Employment Agreement, that certain Stock Option Agreement by and between the Parties entered into effective June 26, 2017 (the “ Stock Option Agreement ”), and that certain Restricted Stock Award Agreement by and between the Parties entered into effective June 14, 2018 (the “ Restricted Stock Award Agreement ”); and

NOW THEREFORE, in consideration of the terms and promises made in this Agreement, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1.   Resignation of Executive .  Executive’s resignation (the “ Resignation ”) will occur as follows: (i) Executive shall resign his position as Chief Financial Officer of the Company and all positions he holds with the Company and its affiliates, effective July 24, 2019; and (ii) Executive shall continue to be employed by the Company in an advisory role, and Executive’s employment with the Company and its subsidiaries shall terminate as a result of the Executive’s resignation on the Resignation Date; provided that the Company may accelerate the Resignation Date at an earlier date in its sole discretion and retain Executive as a consultant under terms as set forth in paragraph 4 below. The Parties intend to and agree that such termination is voluntary.

2.  Acknowledgments .  The Parties hereby acknowledge and agree that for purposes of all plans, agreements, policies, and arrangements of the Company and its affiliates in which the Executive participated or to which the Executive was a party (including, without limitation, the Employment Agreement), the Resignation shall be treated as a resignation other than due to an Effective Termination Without Cause (as defined in the Employment Agreement) pursuant to Subsection 5b of the Employment Agreement.

3.  Executive’s Compensation .  Pursuant to Subsection 5b of the Employment Agreement, the Company agrees to pay and provide to Executive the following amounts and benefits as a result of the Resignation:

(a)  Accrued Salary and Benefits.   The Company shall pay Executive his base salary through the Resignation Date in accordance with the Company’s normal schedule for payroll payments. In addition, on the Resignation Date, the Executive shall be paid any remaining balance of the accrued and unpaid benefits, including unused vacation days and expense reimbursements which are then due and payable under the Employment Agreement. This payment shall be paid regardless of the Executive’s right to revoke this Agreement under Section 15 below.

(b)  Stock Options .  Executive holds certain vested and unvested stock options to purchase shares of the Company’s common stock pursuant to the Company’s 2016 Stock Incentive Plan (the “ 2016 Plan ”) as described in the Stock Option Agreement. Pursuant to the terms of the Stock Option Agreement, (i) the Vested Options  (which the Parties agree constitute 33,334 options) shall remain exercisable until 5:00 p.m. Mountain Time the date that is 90 days following the Resignation Date and, if unexercised on such date, shall be forfeited by the Executive; and (ii) Executive shall forfeit on the Resignation Date all Unvested Options.

(c)  Restricted Stock Awards .  Executive holds certain vested and unvested shares of restricted stock pursuant to the 2016 Plan as described in the Restricted Stock Award Agreement. Pursuant to the terms of the Restricted Stock Award Agreement, Executive shall forfeit and reconvey to the Company all unvested shares of restricted stock on the Resignation Date.

4.  Consulting Services .  During the period beginning on the date hereof, the Company may, in its discretion accelerate Executive’s Resignation pursuant to a written notice to Executive and retain Executive as a consultant ending on the close of business on September 30, 2019 or at such earlier time as the Company shall choose in a written notice to Executive (the “ Consulting Period ”). During the Consulting Period, the Executive shall provide financial consulting services, as reasonably directed by the Chief Executive Officer or Chief Financial Officer of the Company (the “ Services ”). The Services shall generally be performed at such locations as are mutually agreed by the Company and the Executive.

(a)  Consulting Fee .  In consideration for Executive’s performance of the Services, the Executive shall be paid a consulting fee of $43,750, payable ratably during the Consulting Period every two weeks (on the same dates as Company payroll pay dates and in accordance with Company payroll practices) until paid in full, subject to the Executive continuing to provide the Services and to the termination provisions set forth in Section 5 (the “ Consulting Fees ”). The Consulting Fees shall be paid in full no later than September 30, 2019.

(b)  Expenses .  The Company shall reimburse the Executive pursuant to the Company’s reimbursement policies as in effect from time to time for reasonable business expenses incurred by the Executive in connection with the performance of the Services consistent with the treatment accorded and policies applicable to senior executives of the Company from time to time.

(c)   Sole Consideration .  Except as specifically provided in this Agreement, the Executive shall be entitled to no additional compensation or benefits from the Company or its affiliates with respect to the Services and shall not be credited with any service, age, or other credit for purposes of eligibility, vesting, or benefit accrual under any employee benefit plan of the Company or any of its affiliates.

(d)  Independent Contractor .  Executive acknowledges and agrees that Executive’s status at all times during the Consulting Period shall be that of an independent contractor, and that Executive may not, at any time, act as a representative for or on behalf of the Company for any purpose or transaction, and may not bind or otherwise obligate the Company in any manner whatsoever. The Parties hereby acknowledge and agree that the Consulting Fees paid pursuant to this Section 4 shall represent fees for services as an independent contractor, and shall therefor be paid and issued a Form 1099 without any deductions or withholdings taken therefrom for taxes or for any other purpose. Executive further acknowledges that the Company makes no warranties as to any tax consequences regarding payment of such fees, and specifically agrees that the determination of any tax liability or other consequences of any payment made hereunder is Executive’s sole and complete responsibility and that Executive will pay all taxes, if any, assessed on such payments under the applicable laws of any Federal, state, local or other jurisdiction and, to the extent not so paid, will indemnify the Company for any taxes so assessed against the Company. Executive also agrees that during the Consulting Period, Executive shall not be eligible to participate in any of the employment benefit plans or arrangements of the Company.

5.  Termination of the Consulting Period .

(a)  Termination .  Either the Company or the Executive may terminate the Consulting Period at any time and for any reason (or no reason) by providing the other party with ten days’ advance written notice of such termination, except in the case of a termination of the Consulting Period by the Company for Cause, which shall be effective immediately. For purposes of this Agreement, “ Cause ” shall mean personal dishonesty, willful misconduct, or a material breach of this Agreement by the Executive.

(b)  Termination Payments .  Upon termination of the Consulting Period by the Company for Cause, or by the Executive for any reason, the Company shall pay to the Executive any unpaid Consulting Fees for Services rendered prior to such termination and shall reimburse the Executive for any business expenses incurred prior to such termination and for which the Executive would be entitled to reimbursement pursuant to Section 4(b) hereof within ten business days of termination.  If the Company terminates Executive other than for Cause during the Consulting Period, the Company shall pay Executive all Consulting Fees for Services for the entire Consulting Period as set forth in Section 4 hereof. Upon termination of the Consulting Period and upon payment in full of the Consulting Fees for Services, the Company shall have no further obligation to the Executive, except as provided in the immediately preceding sentence.

(c)  Tax Liability . The parties agree that the payments as described in Section 3(a) represent employee compensation for the purposes of the Internal Revenue Code, and the Company will make all appropriate employee and employer withholdings relating thereto. Company will have the right to deduct from any compensation payable to Executive under Section 3(a) of this Agreement all federal, state and local income taxes, social security taxes and such other mandatory deductions normally deducted from the Executive’s compensation (that is, the Company will not deduct from Executive’s compensation the employer’s share of FICA, FUTA, Medicaid, etc.) as may now be in effect or may be enacted or required after the effective date of this Agreement.

6.  Section 409A.   It is intended that this Agreement shall comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the Treasury Regulations relating thereto, or an exemption to Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception shall be paid under such exception. For purposes of Section 409A of the Code, each payment under this Agreement shall be treated as a separate payment for purposes of the exclusion for certain short-term deferral amounts. In no event may the Executive, directly or indirectly, designate the calendar year of any payment under this Agreement. Notwithstanding anything to the contrary in this Agreement, all reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (a) any reimbursement is for expenses incurred during the Executive’s lifetime (or during a shorter period of time specified in this Agreement); (b) the amount of expenses eligible for reimbursement in any other calendar year; (c) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (d) the right to reimbursement is not subject to liquidation or exchange for another benefit.

7.   Restrictive Covenants .

(a)  Confidential Information . During Executive’s employment and for a period of one year following the Resignation Date, Executive will not, without the prior written consent of the Board of Directors of the Company, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity any Confidential Information pertaining to the business of the Company or any of its affiliates, except (a) while employed by the Company, in the business of and for the benefit of the Company, or (b) as required by law. “ Confidential Information ” includes without limitation non-public information concerning the financial data, business plans, product development (or other proprietary product data), customer lists, marketing, acquisition and divestiture plans and other non-public, proprietary and confidential information of the Company. Executive or his legal representatives, heirs or designated beneficiaries must return all Confidential Information within 15 days of the Resignation Date. Executive acknowledges that this Section 7(a) survives the termination of Executive’s employment and is enforceable by the Company at any time as long as it remains in effect.

(b)   Non-Competition .  For a period of three months following the Resignation Date, and in lieu of any similar provision in his Employment Agreement, Executive agrees that, without the prior written consent of the Board of Directors of the Company, he will not: (i) engage in or have any direct interest in, as an employee, officer, director, agent, subcontractor, consultant, security holder, partner, creditor or otherwise, any business in direct competition with the Company other than as a 2% or less equity stakeholder; (ii) cause or attempt to cause any person who is, or was at any time during the six months immediately preceding the Resignation Date, an employee of the Company to leave the employment of the Company; or (iii) solicit, divert or take away, or attempt to take away, the business or patronage of any client, customer or account, or prospective client, customer or account, of the Company. For purposes of this Section 7(b), a business will be deemed to be in competition with the Company if it is in the business of providing services to oil and/or gas production companies similar to those provided by the Company as of the Resignation Date. Executive acknowledges that this Section 7(b) survives the termination of Executive’s employment, and is enforceable by the Company at any time as long as it remains in effect.

(i) Executive and the Company agree that this covenant not to compete is a reasonable covenant under the circumstances with respect to both scope and duration, and further agree that if, in the opinion of any court of competent jurisdiction, such restraint is not reasonable in any respect, such court will have the right, power and authority to excise or modify such provision or provisions of this covenant as to the court will appear not reasonable and to enforce the remainder of the covenant as so amended.

(ii) Executive agrees that any breach of the covenants contained in this Section 7(b) would irreparably injure the Company. Accordingly, Executive agrees that the Company may, in addition to pursuing any other remedies it may have in law and equity, obtain an injunction, without the posting of a bond or other security, against Executive from any court having jurisdiction over the matter restraining any further violation of this Agreement by Executive and cease making any payments otherwise required by this Agreement.

(c)  Intellectual Property . Executive acknowledges and agrees that all intellectual property created, acquired, adapted, modified or improved, in whole or in part, by or through the efforts of Executive during the course of his employment by the Company, including without limitation all copyrights, patents, trademarks, service marks, trade secrets, know-how or other work product in any way related to the Company’s operations and activities, are works for hire and are owned exclusively by the Company, and Executive hereby disclaims any right or interest in or to any such intellectual property.

(d)  Company Property . On or before the Resignation Date, Executive agrees to return to the Company any and all records, files, notes, memoranda, reports, work product and similar items, and any manuals, drawings, sketches, plans, tape recordings, computer programs, disks, cassettes and other physical representations of any information, relating to the Company, or any of its affiliates, whether or not constituting Confidential Information. Executive also agrees to return to the Company any other property belonging to the Company no later than seven days after the Resignation Date. Executive acknowledges and agrees that retaining any copies of Confidential Information or other property belonging to the Company will be deemed to be the misappropriation of the property of the Company.

8.  Non-Disparagement .   The Executive and the Company (including the Board of Directors and persons speaking with the authority of the Company whether or not speaking on behalf of the Company) agree to represent the other Party in a positive light and not to disparage or in any way communicate to any person or entity any negative information or opinion concerning the Executive or the Company, its subsidiaries and affiliates, or any of their partners, members, family members, shareholders, officers, directors, executives or agents, or any of them. This provision shall not prohibit either Party from making any statements or taking any actions required by law, or reporting any actions or inactions either Party believes to be unlawful. This provision shall not be interpreted to require or encourage either Party to make any representations.

9.  General Release .  Executive agrees that, in consideration of the benefits to be conferred upon Executive pursuant to this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, he will, and hereby does, forever and irrevocably release and discharge Company, its officers, directors, executives, independent contractors, agents, affiliates, parents, subsidiaries, divisions, predecessors, executive benefit plans, purchasers, assigns, representatives, successors and successors in interest from any and all claims, actions, agreements causes of action, damages of any kind, demands, debts, defenses, grievances, obligations, contracts, complaints, promises, judgments, expenses, costs, attorneys’ fees, compensation, and liabilities, known or unknown, whatsoever which he now has, has had, or may have, whether the same be at law, in equity, or mixed, in any way arising from or relating to any act, occurrence, or transaction on or before the date of this Agreement, including without limitation his employment and separation of employment from Company. Executive expressly acknowledges that this general release includes, but is not limited to, claims under any state, local or federal wage and hour law or wage payment or collection law, and claims of discrimination, retaliation or harassment based on age, race, color, sex, religion, handicap, disability, national origin, ancestry, citizenship, marital status, sexual orientation, genetic information or any other protected basis, or any other claim of employment discrimination, retaliation or harassment under the Family and Medical Leave Act (29 U.S.C. §§ 2601 et seq .), the Americans With Disabilities Act (42 U.S.C. §§ 12101 et seq .), the Rehabilitation Act of 1973 (29 U.S.C. §§ 701 et seq .), the Age Discrimination In Employment Act (including the Older Workers Benefit Protection Act) (29 U.S.C. §§ 626 et seq .), Title VII of the Civil Rights Acts of 1964 and 1991 as amended (42 U.S.C. §§ 2000e et seq .), the Executive Retirement Income Security Act (29 U.S.C. §§ 1001 et seq .), the Consolidated Omnibus Budget Reconciliation Act of 1985 (29 U.S.C. §§ 1161 et seq .), the Genetic Information Nondiscrimination Act of 2008 (42 U.S.C. §§ 2000ff et seq .), the Fair Labor Standards Act (29 U.S.C. §§ 201 et seq .), the Colorado Anti-Discrimination Act (C.R.S. § 24-34-402 et seq .), or any other federal, state, or local law, regulation or ordinance prohibiting employment discrimination or governing employment. The Parties agree that this general release does not release (i) any claims arising out of any alleged breach of this Agreement, (ii) any rights or claims the Executive may have for indemnification under the Certificate of Incorporation of the Company, the bylaws of the Company or Delaware law, or (iii) any claims arising out of any alleged breach of the Stock Option Agreement with respect to the Vested Options held by the Executive as described in Section 3(b), which such agreements the Executive and Company agree remain in full force and effect.

10.  Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective personal representatives, heirs, executors, administrators, successors, and assigns.

11.  Governing Law . The Parties agree that this Agreement and the rights and obligations hereunder shall be governed by, and construed in accordance with, the laws of the State of Colorado regardless of any principles of conflicts of laws or choice of laws of any jurisdiction, except as to any matter which is governed by federal law.

12.  Venue . The Parties agree that any claimed violation of this Agreement must be submitted for determination in the state courts in the City and County of Denver, Colorado. In any litigation or arbitration of any dispute between the Parties, the prevailing Party, as determined by the finder of fact, shall be entitled to recover reasonable attorney fees and the other costs of the proceeding.

13.  Severability; Interpretation of Agreement. If it is determined by a court of competent jurisdiction that any provisions of this Agreement are invalid or unenforceable, for any reason, the remaining provisions will remain in full force and effect provided such interpretation maintains the agreement of the parties represented by this Agreement substantially in effect. The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either of the Parties.

14.  Time to Consider Agreement; Revocation. Executive understands that he has twenty-one (21) days from the date of his receipt of this Agreement to consider his decision to sign it with the release of claims under the Age Discrimination in Employment Act, as amended, contained in Section 10, and that he may unilaterally waive this period at his election. Executive’s signature on this Agreement constitutes an express waiver of the twenty-one (21) day period. The Parties agree that any revisions or modifications to this Agreement, whether material or immaterial, will not and did not restart this time period. Executive acknowledges that he may revoke this Agreement for up to and including seven (7) days after his execution of this Agreement.

15.  Full and Complete Agreement . The Parties agree and understand that no promises, covenants, representations, understandings or warranties have been made other than those expressly contained herein, and that this Agreement constitutes the entire agreement between the Parties. The Parties agree that this Agreement shall not be modified except in writing signed by each of the Parties hereto.

16.  Agreement Freely Entered. Each Party represents to the other Party that it carefully read this Agreement, that it understands all of the terms hereof, that it had a reasonable amount of time to consider its decision to sign this Agreement, that it has been advised in writing and has had the opportunity to discuss all the terms of this Agreement with an attorney of its choice, that in executing this Agreement it does not rely and has not relied upon any representation or statement made by any other Party nor the agents, representatives or attorneys of such Party with regard to the subject matter, basis, or effect of the Agreement, and that it enters into this Agreement voluntarily, of its own free will, without any duress and with knowledge of its meaning and effect. In entering into this Agreement on behalf of the Company, the signatory on behalf of the Company represents to Executive that he does so with all authority necessary to do so.

17.  Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement. Any Party’s delivery of an executed counterpart signature page by facsimile or email is as effective as executing and delivering this agreement in the presence of the other Party. No Party shall be bound until such time as both Parties have executed counterparts of this Agreement.

[signature page follows]

             IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of July 24, 2019.

                                                                                                                 THE COMPANY:

ENSERVCO CORPORATION

                                                                                                                 /s/ Ian A. Dickinson                                                           

                                                                                                                 By: Ian A. Dickinson

                                                                                                                 Title: Chief Executive Officer

EXECUTIVE:

DUSTIN BRADFORD

                                                                                                                 /s/ Dustin Bradford                                                    

                                                                                                                 Dustin Bradford

Exhibit 10.2

ENSERVCO CORPORATION

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”), effective July 24, 2019, is by and between the following parties:

Company :

Enservco Corporation , a Delaware corporation (hereafter “Company”); and

Executive :

Marjorie Hargrave , an individual resident of the state of Colorado (hereafter “Executive”).

Recitals

A.  In order to induce Executive to serve as the Company’s Chief Financial Officer, the Company desires to provide Executive with compensation and other benefits on the terms and conditions contained in this Agreement.

B.  Executive is willing to accept such employment and perform such services for the Company on the terms and conditions contained in this Agreement.

Agreement

In consideration of the mutual promises and consideration described below, the parties agree as follows:

1.  Employment . Subject to the terms and conditions of this Agreement, the Company and Executive Agree to enter into an employment relationship whereby Executive will serve as the Company’s Chief Financial Officer. Executive will report to the Company’s Chief Executive Officer and Board of Directors. Executive will have such responsibilities and authority as are consistent with the offices of Chief Financial Officer and as may be determined from time to time by the Company’s Board of Directors. Executive is required to devote all of Executive’s working time and efforts to the performance of services for the Company. All Company performance will be to the best of Executive’s ability.

2.  Term of Employment . Executive’s term of employment under this Agreement will commence on the date hereof and continue until July 24, 2020, and on a year-to-year basis thereafter ending each July 24 thereafter (the “Term”), unless: (i) the Company provides the Executive with a notice of non-renewal not less than 60 days before the last day of the then-current Term (as then effective); or (ii) the Agreement is otherwise terminated as described in Section 5 hereof.

3.  Compensation .

a.  Base Salary . The Company will pay Executive during the Term an annual Base Salary of two hundred and thirty thousand dollars per year ($230,000.00 per year), which may be adjusted from time to time by the independent members of the Board of Directors or Compensation Committee of the Board of Directors, if any.

b.  Bonus . Executive shall be eligible to earn bonus payments from the Company as follows.

(i)  Discretionary Bonus . Executive will be eligible each year to receive a discretionary bonus (the “Discretionary Bonus”) in addition to Executive’s Base Salary, which will be awarded in such amounts as the Company’s Board of Directors will determine.

Such bonus for any year, if any, will be paid following Audit Committee approval of year end financials, but in any event by March 15 of the year immediately after the year for which the Discretionary Bonus was earned.

c.  Equity Awards . Subject to and in accordance with the Company’s 2016 Stock Incentive Plan or any similar plan as the Company may adopt from time to time, the Company may grant to Executive incentive awards from time to time. Such incentive awards shall be subject to vesting requirements pursuant to the Company’s Long Term Incentive Program, or any successor program.

d.   Withholding . All payments to Executive under this Agreement will be subject to withholding as required by law.

4. Employee Benefits .

a.   Benefit Plans . During the Term, the Company will provide Executive with coverage under all employee benefit plans available to the Company’s senior executives to the extent permitted under any such employee benefit plan and in accordance with the terms thereof. In addition, should the employee elect to be covered by Medicare and related plans, the Company shall pay the applicable premium for coverage at no more than the same rate it pays for the Company’s employee benefit plans.

b.  Vacation . During the term of Executive’s employment under this Agreement, Executive will be entitled to accrue four (4) weeks of paid vacation per calendar year (prorated for partial years), consistent with the Company’s policies in effect from time to time. Executive will also be entitled to sick leave consistent with the Company’s practices and policies in effect from time to time. Executive will not take vacations at times or in amounts that would materially affect Executive’s ability to perform her work duties. Up to ten (10) days of Executive’s accrued vacation time may be rolled over each year. Executive will be entitled to payment for any unused accrued vacation days upon termination of Executive’s employment with Company.

c.  Expenses . Executive is authorized to incur reasonable expenses in carrying out her duties and responsibilities under this Agreement. The Company will reimburse the executive for such expenses upon presentation by Executive from time to time of appropriately itemized and approved accounts of such expenditures consistent with the Company’s policies and practices.

5. Termination of Employment .

a.   Termination Without Cause . Provided that not less than six (6) months have elapsed since the effective date of this Agreement, if Executive’s employment is thereafter terminated by the Company (other than for Cause), Executive will be entitled to all accrued and unpaid Base Salary, accrued prior year bonuses and other accrued benefits and expense reimbursements through the date of termination, plus she will be entitled to receive the following severance benefits:

(i)  Executive will be entitled to receive a severance amount equal to her then current Base Salary for a period of six (6) months from the date of termination, plus a bonus equal to the greater of (a) Executive’s most recent Discretionary Bonus or (b) three (3) months of Base Salary, both to be paid within five (5) business days from the date of termination; and

(ii) Company will provide Executive with the same or similar health care benefits (including life, dental, and vision, if any) as provided to Executive at the time of termination, such health care benefits to be provided for a period of six (6) months from the date of termination; and

(iii) All non-vested equity awards granted to Executive will immediately vest and any stock options which are the subject of such awards will be exercisable for a period of three months following such termination in accordance with the Company’s 2016 Stock Incentive Plan or any similar plan as the Company may adopt from time to time which such equity award was granted under.

For purposes of this Agreement: (i) any material reduction in the Executive’s responsibilities, duties, title or compensation of the Executive without the Executive’s written consent or (ii) if the Company gives notice to the Executive that it will not renew this Agreement pursuant to Section 2 hereof, shall be deemed an Effective Termination Without Cause.

Upon termination of Executive’s employment without cause or upon the Executive’s resignation as a result of an Effective Termination Without Cause, except for the obligations set forth in this subsection 5a ., the obligations of the Company to make any further payments or to provide any further benefits to Executive under this Agreement will cease and terminate.

If the independent members of the Board of Directors unanimously determine, at their sole election, that the Executive has materially not met her obligations as set forth in Section 1 above, but not to the full extent required to trigger termination for Cause as defined in subsection 5d ., then termination of the Executive will be deemed to be a resignation and governed under the terms of subsection 5b .

b.  Termination by Resignation . If Executive resigns other than due to an Effective Termination Without Cause, Executive will be entitled to receive only accrued but unpaid Base Salary, accrued unpaid prior year bonuses and accrued benefits (including vested equity awards) through the effective date of Executive’s resignation.

Upon termination of Executive’s employment by resignation, the obligations of the Company under this Agreement to make any further payments or to provide any further benefits to Executive will cease and terminate.

c.  Termination Following a Change of Control Event .

(i)  For purposes of this Agreement, a “Change of Control Event” shall mean any of the following:

(1) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 40% of the total voting power represented by the Company’s then outstanding voting securities; or

(2) A merger or consolidation of the Company whether or not approved by the Board of Directors of the Company, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 60% of the total voting power represented by the voting securities of the Company or such surviving entity (or the parent of any such surviving entity) outstanding immediately after such merger or consolidation, or a change in the ownership of all or substantially all of Company’s assets to a person not related (within the meaning of income tax Regulations Section 1.409A-3(i)(5)(vii)(b)) to the Company; or

(3) The replacement during any 12-month period of a majority of the members of the Board of Directors of the Company with directors whose appointment or election was not endorsed by a majority of the members before the date of the appointment or election.

(ii) Immediately upon the occurrence of a Change of Control Event, all non-vested equity awards granted to Executive will immediately vest and any stock options which are the subject of such awards will be exercisable for the longer of three months following the date of such Change of Control Event or (if longer) the period set forth for the exercise of any such stock options held by any employee in the agreement accomplishing the Change of Control Event.

(iii) If Executive’s employment is terminated by the Company or Executive resigns due to an Effective Termination Without Cause (in either case, within twelve (12) months following a Change of Control Event), Executive will be entitled to all accrued and unpaid Base Salary, accrued prior year bonuses and other accrued benefits through the date of termination, plus she will be entitled to receive the following severance benefits:

(1) Executive will be entitled to receive: (i) six (6) months of her then current Base Salary; plus (ii) 100% of the target amount of any Discretionary Bonus which Executive is eligible to earn in the present year. All such amounts shall be paid within five (5) days from the date of termination.

(2) Executive will be entitled to receive the benefits described in subsection 5(a)(ii) above; and

Upon termination of Executive’s employment resulting from a Change of Control Event, except for the obligations set forth in this subsection c ., the obligations of the Company under this Agreement to make any further payments or to provide any further benefits to Executive will cease and terminate.

d.  Termination for Cause . The Company will have the right to terminate the employment of Executive for Cause. In the event that Executive’s employment is terminated by the Company for Cause, Executive will be entitled to receive only accrued but unpaid Base Salary and accrued benefits (including vested stock options) through the date of termination. Executive will not be entitled to any bonus payments or severance payments unless agreed to in writing by the Company. As used in this Agreement, the term “Cause” means as a result of (i) any material breach of any material written policy of the Company; (ii) conduct involving moral turpitude, including, but not limited to, misappropriation or conversion of assets of the Company (other than minor and immaterial assets) to or for the Executive’s personal gain; (iii) Executive’s conviction of, or entry of a plea of nolo contendere to, a felony; and (iv) a material breach of this Agreement.

Upon termination of the Executive’s employment for Cause, except as set forth in this subsection d. , the obligations of the Company under this Agreement to make any further payments or to provide any further benefits to Executive will cease and terminate.

e.  Permanent Disability . If Executive is unable to engage in the activities required by Executive’s job by reason of any medically determined physical or mental impairment which has lasted for a continuous period of not less than six consecutive months (“ Permanent Disability ”), the Company or Executive may terminate Executive’s employment on written notice thereof, and Executive will receive the payments and benefits that would be payable to Executive upon a termination of Executive’s employment other than for Cause pursuant to subsection 5.a. above.

Upon termination of Executive’s employment by Permanent Disability, except as set forth in this subsection e. , the obligations of the Company to make any further payments or to provide any further benefits to Executive will cease and terminate.

f.   Death . In the event of Executive’s death during the Term, Executive’s estate or designated beneficiaries will receive or commence receiving, as soon as practicable, the payments and benefits that would be payable to Executive upon a termination of Executive’s employment other than for Cause pursuant to subsection 5.a. above.

Upon termination of Executive’s employment by death, except as set forth in this subsection f. , the obligations of the Company under this Agreement to make any further payments or to provide any further benefits to Executive will cease and terminate.

6.  Nondisclosure of Confidential Information . During Executive’s employment, and for a period of two years thereafter, Executive will not, without the prior written consent of the Board of Directors, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity any Confidential Information pertaining to the business of the Company or any of its affiliates, except (a) while employed by the Company, in the business of and for the benefit of the Company, or (b) as required by law. “ Confidential Information ” includes without limitation non-public information concerning the financial data, business plans, product development (or other proprietary product data), customer lists, marketing, acquisition and divestiture plans and other non-public, proprietary and confidential information of the Company. Executive or her legal representatives, heirs or designated beneficiaries must return all Confidential Information within 15 days of the termination of Executive’s employment for any reason. Executive acknowledges that this Section 6 survives the termination of Executive’s employment and is enforceable by the Company at any time, regardless of whether the Executive continues to be employed by the Company.

7. Non-Competition and Non-Solicitation

a.  From the date hereof through the Term or, in the event Executive’s employment is terminated, from the date hereof through the first anniversary of Executive’s termination of employment with the Company, Executive agrees that, without the prior written consent of the Board of Directors, she will not (i) engage in or have any direct interest in, as an employee, officer, director, agent, subcontractor, consultant, security holder, partner, creditor or otherwise, any business in competition with the Company other than as a 10% or less equity stakeholder; (ii) cause or attempt to cause any person who is, or was at any time during the six months immediately preceding the termination of Executive, an employee of the Company to leave the employment of the Company; or (iii) solicit, divert or take away, or attempt to take away, the business or patronage of any client, customer or account, or prospective client, customer or account, of the Company.

b.  For purposes of this Section 7 , a business will be deemed to be in competition with the Company if it is in the business of providing services to oil and/or gas production companies similar to those provided by the Company in the states in which the Company operates at the time of Executive’s termination.

c.  Executive acknowledges that this Section 7 survives the termination of Executive’s employment and is enforceable by the Company at any time, regardless of whether the Executive continues to be employed by the Company.

d.  Executive and the Company agree that this covenant not to compete is a reasonable covenant under the circumstances with respect to both scope and duration, and further agree that if in the opinion of any court of competent jurisdiction such restraint is not reasonable in any respect, such court will have the right, power and authority to excise or modify such provision or provisions of this covenant as to the court will appear not reasonable and to enforce the remainder of the covenant as so amended.

e.  Executive agrees that any breach of the covenants contained in this Section 7 would irreparably injure the Company. Accordingly, Executive agrees that the Company may, in addition to pursuing any other remedies it may have in equity, obtain an injunction against Executive from any court having jurisdiction over the matter restraining any further violation of this Agreement by Executive and cease making any payments otherwise required by this Agreement.

8. Ownership of Intellectual Property . Executive acknowledges and agrees that all intellectual property created, acquired, adapted, modified or improved, in whole or in part, by or through the efforts of Executive during the course of her employment by the Company, including without limitation all copyrights, patents, trademarks, service marks, trade secrets, know-how or other work product in any way related to the Company’s operations and activities, are works for hire and are owned exclusively by the Company, and Executive hereby disclaims any right or interest in or to any such intellectual property.

9. Property of the Company . Upon any termination of Executive’s employment, Executive agrees to return to the Company any and all records, files, notes, memoranda, reports, work product and similar items, and any manuals, drawings, sketches, plans, tape recordings, computer programs, disks, cassettes, and other physical representations of any information, relating to the Company, or any of its affiliates, whether or not constituting Confidential Information. Executive also agrees to return to the Company any other property belonging to the Company, including but not limited to any laptop computer, no later than the date of Executive’s termination from employment for any reason. Executive acknowledges and agrees that retaining any copies of Confidential Information will be deemed to be the misappropriation of the property of the Company.

10. Section 280G Safe Harbor Cap . If it shall be determined that any payment or distribution or any part thereof of any type to or for the benefit of Executive whether pursuant to this Agreement or any other agreement between Executive and the Company, or any person or entity that acquires ownership or effective control of the Company, or ownership of a substantial portion of the Company’s assets (within the meaning of Section 280G of the Code) whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or any other agreement, (the “Total Payments”), is or will be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Total Payments shall be reduced to the maximum amount that could be paid to Executive without giving rise to the Excise Tax (the “Safe Harbor Cap”), if the net after-tax payment to Executive after reducing Executive’s Total Payments to the Safe Harbor Cap is greater than the net after-tax (including the Excise Tax) payment to Executive without such reduction.

The reduction of the amounts payable hereunder, if applicable, shall be made by reducing payments that trigger the excise tax, and such reductions will be first the payment made pursuant to the Agreement and then to payments pursuant to any other agreements that are not subject to Section 409A of the Code, and finally to payments pursuant to any other agreements that are subject to Section 409A of the Code, provided that Executive shall have no ability to designate the order of such reductions. All mathematical determinations, and all determinations as to whether any of the Total Payments are “parachute payments” (within the meaning of Section 280G of the Code), that are required to be made under this Section 10 , including determinations as to whether the Total Payments to Executive shall be reduced to the Safe Harbor Cap and the assumptions to be utilized in arriving at such determinations, shall be made by a nationally recognized accounting firm selected by the Company (the “Accounting Firm”).

If the Accounting Firm determines that the Total Payments to Executive shall be reduced to the Safe Harbor Cap (the “Cutback Payment”) and it is established pursuant to a final determination of a court or an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved, that the Cutback Payment is in excess of the limitations provided in this Section 10 (such excess amount hereinafter referred to as an “Excess Payment”), such Excess Payment shall be deemed for all purposes to be an overpayment to Executive made on the date such Executive received the Excess Payment. The Company or Executive, as applicable, shall notify the other within 30 days of its receipt of such final determination of the amount of the Excess Payment, along with a copy of the final determination, and Executive shall repay the Excess Payment amount to the Company within 30 days of such notification; provided, however, if Executive shall be required to pay an Excise Tax by reason of receiving such Excess Payment (regardless of the obligation to repay the Company), Executive shall provide the Company with written evidence of such requirement to pay an Excise Tax amount, and shall then be required to repay the Excess Payment reduced by such Excise Tax amount (or if already paid by Executive, the Company shall reimburse Executive within 10 days of proof of payment).

11. Repayment Provisions . If the Company is required to prepare an accounting restatement due to noncompliance with any financial reporting requirement under United States securities laws for any filings made during the Term, commencing with the first full quarter following the date of this Agreement, then Company will have the right to require Executive to reimburse the Company for (a) any bonus or other incentive-based or equity-based compensation received by Executive from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial documents embodying such financial reporting requirement, (b) any profits realized by the Executive from the sale of securities of the Company during such 12-month period and (c) such other incentive-based compensation as may be specified by applicable law, regulation or listing standard.

12. Miscellaneous .

a.  All notices and other communications required or to be given under this Agreement will be in writing and given either (i) by personal delivery against a receipted copy, (ii) by certified or registered United States mail, return receipt requested, postage prepaid, (iii) by facsimile, or (iv) by attachment to electronic mail in PDF or similar file format. Notice to the Company shall be sent to the address of the Company’s principal offices, and notice to Executive shall be sent to the address on file for Executive in the Company’s records, or such other addresses and numbers as a party hereto may provide in accordance with this subsection a . Notice will be deemed delivered when received if by personal delivery; three days after placement with the United States Postal Service if mailed; upon receipt of a confirmation that the transmission has been successfully sent if by facsimile; and when sent if sent by electronic mail.

b.  This Agreement, along with any amendments from time to time made hereto, constitutes the full, entire and integrated agreement between the parties hereto with respect to the subject matter hereof.

c.  Executive represents and warrants to the Company that Executive is free to enter into this Agreement and has no contract, commitment, arrangement or understanding to or with any party that restrains or is in conflict with Executive’s performance of the covenants, services and duties provided for in this Agreement. Executive agrees to indemnify the Company and to hold it harmless against any and all liabilities or claims arising out of any unauthorized act or acts by Executive that, the foregoing representation and warranty to the contrary notwithstanding, are in violation, or constitute a breach, of any such contract, commitment, arrangement or understanding. Executive further represents and warrants to the Company that Executive has consulted with her legal, tax, accounting, and investment advisors with respect to the advisability of entering into this Agreement to the extent that Executive has determined such consultation to be necessary or appropriate.

d.  This Agreement will be binding upon and inure to the benefit of the heirs and representatives of Executive and the assigns and successors of the Company, but neither this Agreement nor any rights or obligations hereunder will be assignable by Executive (except by will or by operation of the laws of intestate succession) or by the Company, except that the Company may assign this Agreement to any successor (whether by merger, purchase or otherwise) to all or substantially all of the stock, assets or businesses of the Company, if such successor expressly agrees to assume the obligations of the Company hereunder.

e.  Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any clause or provision of this Agreement is held illegal, invalid or unenforceable then it is the intention of the parties hereto that the remainder of this Agreement will not be affected thereby. It is also the intention of the parties to this Agreement that in lieu of each clause or provision of this Agreement that is illegal, invalid or unenforceable, there be added, as a part of this Agreement, a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be legal, valid and enforceable.

f.  The respective rights and obligations of the parties hereunder will survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations. The provisions of this subsection f . are in addition to the survivorship provisions of any other section of this Agreement.

g.  No provision of this Agreement may be amended, waived or otherwise modified without the prior written consent of all the parties hereto.

h.  The waiver by any party hereto of a breach of any provision or condition contained in this Agreement will not operate or be construed as a waiver of any subsequent breach or of any other conditions hereof.

i.   This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which together will be deemed to be one and the same instrument.

j.  This Agreement was made in the state of Colorado, and will be governed by, construed, interpreted and enforced in accordance with the laws of the state of Colorado.

Signature Page

to Employment Agreement

The parties hereto have executed or caused to be executed this Employment Agreement effective as of the date first above written.

                                                                                                                Company :

                                                                                                                Enservco Corporation , a Delaware corporation

                                                                                                                By:   /s/ Ian A. Dickinson                                                       

Ian A. Dickinson, Chief Executive Officer

                                                                                                                Executive :

                                                                                                                       /s/ Marjorie Hargrave                                                       

                                                                                                                                Name: Marjorie Hargrave