8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 14, 2014

MILLER ENERGY RESOURCES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Tennessee

(State or Other Jurisdiction of Incorporation)

001-34732	26-1028629
(Commission File Number)	(IRS Employer Identification No.)

9721 Cogdill Road, Suite 302

Knoxville, TN 37932

(Address of Principal Executive Offices)

(865) 223-6575

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

On September 14, 2014, Mr. Deloy Miller, Executive Chairman of the Board of Directors (the “Board”) of Miller Energy Resources, Inc. (the “Company”) retired from his position. In connection with his retirement, we entered into a separation agreement (the “Miller Agreement”) with Mr. Miller, effective as of September 14, 2014. Under the Miller Agreement, we shall pay to Mr. Miller a lump sum cash payment on or before October 1, 2014 of $500,000, plus all withholding, employment or other taxes thereon. We also agreed to issue to Mr. Miller 200,000 shares of our common stock, plus the payment of all withholding, employment or other taxes thereon. In addition, we have agreed to provide payment for Mr. Miller’s continuation of his medical benefits for a period of twenty four months following the date of the Miller Agreement. We also agreed to negotiate in good faith a consulting contract with Mr. Miller with a term of two years to provide transitional services to the Company.

The foregoing description of the terms and conditions of the Miller Agreement is qualified in its entirety by reference to the Miller Agreement itself, which is attached hereto as Exhibit 10.1.

In connection with Mr. Miller’s retirement mentioned above, and also on September 14, 2104, Mr. Scott M. Boruff resigned as our Chief Executive Officer and was appointed as Executive Chairman of the Board. In connection with his new role, owe entered into an amendment to and reinstatement, dated as of September 14, 2014 (the “Boruff Amendment”) of Mr. Boruff’s prior employment agreement, dated July 29, 2013 (this employment agreement, as reinstated and amended by the Boruff Amendment is referred to as the “Boruff Agreement” in this filing). . Pursuant to the Boruff Agreement, we will pay to Mr. Boruff an annual base salary of not less than $795,000. Mr. Boruff will also continue to be eligible to participate in any bonus policies established by the Compensation Committee of the Board for our executive officers on the same basis as he was before the change in his position.

Capitalized terms used below have the meanings set forth in the Boruff Agreement, which is attached hereto as Exhibit 10.2. The Boruff Agreement supersedes and replaces any prior written or oral employment agreements between the Company and Mr. Boruff. In addition to the compensation terms set forth above which are included in the Boruff Agreement, the Boruff Agreement contains the following material terms:

1. The term of the Boruff Agreement is for three years, subject to earlier termination for Cause, upon death or Disability, voluntarily by Mr. Boruff, by the Company without Cause or upon a Change in Control. The Boruff Agreement automatically renews for successive three year terms unless notice is otherwise given.

2. If the Boruff Agreement is terminated for Cause, or voluntarily by Mr. Boruff, the Company is only obligated to pay Mr. Boruff’s Base Salary accrued, but not paid, through the date of termination.

3. If the Boruff Agreement is terminated as a result of the death or Disability of Mr. Boruff, the Company is only obligated to pay Mr. Boruff’s Base Salary accrued, but not paid, through the date of termination.

4. If the Boruff Agreement is terminated by the Company without Cause, Mr. Boruff would receive his Base Salary paid in accordance with the Company's normal payroll practices through the remainder of the term of the Boruff Agreement. The severance payments are contingent upon the execution of a satisfactory release by Mr. Boruff in favor of the Company.

5. If the Boruff Agreement is terminated by the Company without Cause after a Change in Control, or in the 90 days prior to a Change in Control upon the request of the acquirer, Mr. Boruff would receive, in lieu of the amount that would be otherwise payable upon a termination by the Company without Cause (immediately above), a lump sum payment of 2.00 multiplied by his annualized Base Salary. “Change in Control” is defined as the acquisition by any individual or entity (or group(s) thereof acting together), which is not a beneficial owner of any of the Company's securities as of the date of the agreement of beneficial ownership of securities of the Company representing greater than 50% of the combined voting power of the Company's then outstanding voting securities.

6. Mr. Boruff has agreed to one year non-competition and non-solicitation restrictions after the termination of the Boruff Agreement.

7. Mr. Boruff receives no less than four weeks of vacation time and a $1000 per month car allowance or, at the Company's discretion the use of a Company-owned vehicle. At this time, the Company has elected to provide a vehicle for his use in lieu of such allowance.

The foregoing description of the terms and conditions of the Boruff Agreement is qualified in its entirety by reference to the Boruff Agreement itself, which is attached hereto as Exhibit 10.2.

On September 14, 2014, the Board appointed Mr. Carl F. Giesler, 42, as our Chief Executive Officer and as a member of our Board of Directors. Prior to joining Miller, Mr. Giesler was Managing Director of Investments at Harbinger Group Inc. (HGI), where he had primary responsibility for its energy investments. He helped found, structure, build and served as chairman of its private E&P MLP, Compass Production Partners LP. Prior to joining HGI in October 2011, Mr. Giesler was the primary oil & gas analyst at Harbinger Capital Partners (HCP), an affiliate of HGI. Prior to joining HCP in December 2008, Mr. Giesler served as Managing Director at AIG Financial Products Corp. (AIG FP), where he led the energy team's oil & gas investing efforts. Prior to joining AIG FP in September 2007, Mr. Giesler worked eight years in Morgan Stanley’s energy investment banking group. He also served as a member of the board of directors of North American Energy Partners Inc. (NYSE: NOA) from April 2012 to May 2014. Mr. Giesler has a J.D. from Harvard Law School and a B.A. from the University of Virginia. He is also a CFA charterholder. The Board determined that, as a member of the Board, based on his education, qualifications and experience, Mr. Giesler would contribute a useful perspective on the energy industry and add useful insight that would improve the ability of the Board to react to issues the Company will face in the future.

We entered into an employment agreement with Mr. Giesler, dated as of September 14, 2014 (the “Giesler Agreement”), extending until September 13, 2017, under which Mr. Giesler will receive an annual salary of $800,000. In accepting employment with Miller, it is anticipated that Mr. Giesler will be forfeiting a substantial amount of compensation already earned, but not yet paid, by his prior employer. In recognition of that loss, the Company agreed to award Mr. Giesler an inducement bonus upon the effectiveness of the Giesler Agreement including 1,000,000 in cash, 600,000 restriucted shares of the Company’s common stock and an option to purchase 1,500,000 shares of our common stock. The option would vest over three years, as follows: 500,000 shares would vesting immediately upon the effectiveness of the Giesler Agreement, another 500,000 shares will vest on September 14, 2015 and a final 500,000 shares will vest on September 14, 2106. The option’s strike price is $4.35 per share, which was the closing price of our common stock on the New York Stock Exchange on September 12, 2014, the last trading day prior to the effective date of the Giesler Agreement. Pursuant to the Giesler Agreement, Mr. Giesler is entitled to a bonus of not less than one times his annual salary for the fiscal year ending April 30, 2015 and a bonus of not less than one nor more than three times his annual salary for the remainder of the term of his agreement, such amount to be determined based on mutually agreed upon criteria fixed by Mr. Giesler and the Compensation Committee of the Board.

Capitalized terms used below have the meanings set forth in the Agreement, which is attached hereto as Exhibit 10.3. The Giesler Agreement supersedes and replaces any prior written or oral agreements between the Company and Mr. Giesler. In addition to the compensation terms set forth above which are included in the Giesler Agreement, the Giesler Agreement contains the following material terms:

1.     Although the term of the Giesler Agreement lasts until September 13, 2017, it is subject to earlier termination for Cause, upon death or Disability, voluntarily by Mr. Giesler, by Mr. Giesler for Good Reason, or upon a Change in Control. Unless we give appropriate advance written notice of non-renewal, the Giesler Agreement automatically renews at the end of its term for successive three-year periods.

2.     If the Giesler Agreement is terminated for Cause, we are only obligated to pay Mr. Giesler’s Base Salary accrued, but not paid, through the date of termination.

3.    If the Gielser Agreement is terminated voluntarily by Mr. Geisler (absent a Change in Control) without Good Reason, we shall pay to Mr. Giesler his annual base salary and provide for Insurance Coverage for a period of two months, in exchange for the execution of a Release of Claims.

4.    If the Giesler Agreement is terminated voluntarily by Mr. Giesler with Good Reason, or if there is a Change in Control, or if we terminate the Giesler Agreement without Cause or due to death or Disability, the following severance will be due:

a. If the Agreement is terminated as a result of the death of Mr. Geisler, Mr. Geisler’s stock options shall immediately vest and be exercisable for the maximum period permitted under the Plan.

b. If the Agreement is terminated as a result of the Disability of Mr. Giesler, Mr. Giesler’s unvested stock options shall immediately vest and all then-vested stock options shall be exercisable for a period of the greater of twenty-four months thereafter or the period specified in the grant.

c. Except in the case of termination by reason of Mr. Giesler’s death, continuation ofhis base annual salary forthe “Severance Period,” which consists of a period of twenty-four (24) months if his separation from employment does not occur within twelve (12) months of a Change in Control, but, in the event that his separation from employment does occur within twelve (12) months of a Change in Control, thirty-six (36) months.

d. A cash bonus payment equal to two (2) times Mr. Giesler’s annual salary, plus annual minimum bonus.

e. Continued insurance coverage for the Severance Period.

f. If he resigns for Good Reason, Mr. Giesler’s unvested stock options shall immediately vest. Mr. Giesler may exercise all then vested stock options for a period commencing with the date of termination and expiring on the later of one hundred and eighty (180) days following the end of the Severance Period or the date specified in the original grant.

6.     Mr. Giesler has agreed to non-competition restrictions extending one year after the termination of the Giesler Agreement.

7.     Mr. Giesler receives no less than four weeks’ vacation time.

The foregoing description of the terms and conditions of the Giesler Agreement is qualified in its entirety by reference to the Giesler Agreement itself.

Also on September 14, 2014, Mr. A. Haag Sherman was appointed to serve as a director on the Board. His diverse business experience, including roles as a practicing attorney, accountant, registered investment advisor and businessman, brings a wealth of skills and perspective to our Board. Since 2012, Mr. Sherman has focused on his personal investments and building a company he co-founded, Bigfoot Energy Services, LLC, which with affiliates provides disposal, trucking and related services to E&P companies. In 2002, Mr. Sherman co-founded Salient Partners, L.P.,a high-growth firm specializing in innovative financial solutions. At Salient, he served in various executive capacities, including CEO and Chief Investment Officer, from its founding until 2011. From 1998 to 2002, Mr. Sherman served as Executive Vice President of The Redstone Companies, L.P., of which he was a co-founding partner. In addition to these roles, Mr. Sherman was a registered representative at PaineWebber, Inc. from 1996 to 1998, a corporate and securities attorney at Akin, Gump, Strauss,Hauer & Feld, LLP from 1992 to 1996, and a public accountant in the audit practice of PriceWaterhouse LLP from 1988 to 1989. He currently serves on the boards of four other public companies, including Hilltop Corporation (since 2012), ZaZa Energy (since 2012), Salient MLP & Energy Infrastructure (since 2011), and Salient Midstream & MLP Fund (since 2012). Mr. Sherman is the author of Shattering Orthodoxies: An Economic & Foreign Policy Blueprint for America. He received a B.B.A. in Accounting and Economics cum laude from Baylor University, and a J.D. with honors from the University of Texas School of Law, where he is currently an adjunct professor. He is a member of the State Bar of Texas and a Texas Certified Public Accountant. The Board determined that, as a member of the Board, based on his education, qualifications and experience in the oil and gas industry, Mr. Sherman’s diverse experience brings a uniquely broad viewpoint to the boardroom.

Mr. Sherman has not yet been appointed to any committees of the Board. In connection with his appointment to the Board, Mr. Sherman was awarded an option to purchase 100,000 shares of our common stock at an exercise price of $4.90, vesting in equal annual installments over three years.

In connection with the changes set forth above, in its meeting on September 14, 2014, the Board voted to modify its size to consist of seven members. In the same meeting of the Board, the position of lead director, previously held by Dr. Bob Gower, was eliminated.

Item 7.01Regulation FD Disclosure

On September 15, 2014, the Company issued a press release relating to, among other things, the changes in management and board composition as noted in Item 5.02 above. Attached as Exhibit 99.1 is the related press release.

Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of Miller Energy Resources, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Separation Agreement between the Company and Mr. Miller dated September 14, 2014
10.2	Amendment and Restatement of Employment Agreement between the Company and Mr. Boruff dated September 14, 2014
10.3	Employment Agreement between the Company and Mr. Giesler dated September 14, 2014
99.1	Press release dated September 15, 2014 announcing the changes in management and board composition

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 18, 2014	Miller Energy Resources, Inc.
	By: /s/ Carl F. Giesler
	Chief Executive Officer

EX-10.1

SEPARATION AGREEMENT

THIS SEPARATION AGREEMENT (“Agreement”) is made and entered into as of September 14, 2014 (the “Effective Date”), by and between Deloy Miller (“Executive”) and Miller Energy Resources, Inc., a Tennessee corporation (the “Company”).

RECITALS

A.Executive has delivered to the Board of Directors of the Company his intention to retire his employment positions with the Company, as Chairman of the Board personal.

B.Executive, and the Company wish to accommodate Executive’s retirement, attend to the ongoing work requirements of the Company, and to settle fully and finally all differences or potential differences between the parties, including all differences or potential differences which arise out of or relate to Executive’s employment or resignation of employment with the Company.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Executive and the Company understand and agree as follows:

1.Executive’s Resignation of Current Employment Positions With the Company.

Except as hereinafter provided, and with effect on the Effective Date, Executive resigns his position as Executive Chairman of the Board of Directors of the Company (the “Board”) and all subsidiaries of the Company, including his set as director and his role as Chairman of the Board.

2.Severance by the Company.

(a)Provided that the Company has received an original copy of this Agreement executed by Executive and Executive has not revoked the release contained in Section 8 of this Agreement, the Company shall pay Executive a net compensation package in recognition of his long service to the Company as follows:

(i)a lump sum cash payment by the Company to the Executive, on or before October 1, 2014, of $500.000.00, plus all withholding employment or other taxes thereon which may be due from the Executive to any governmental authority,; (ii) the issuance by the Company to the Executive effective September 15, 2014 of 200,000 shares of common stock of the Company plus the payment by the Company of all withholding, employment or other taxes thereon which may be due from the Executive to any governmental authority; (iii) payment to the Executive of the full bonus for his work in fiscal year 2014, as approved by the Board on July 28, 2014; and (iv) provide payment for Executive’s continuation of his medical insurance benefits for a period of twenty four (24) months following the Effective Date including, to the extent necessary, payment or reimbursement, if required, for medical coverage through the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA). All sums and compensation payable or provided under this Section 2 subsections (i) through (iv) shall be net amounts; it being the intent of the parties that the Company shall be solely responsible for, and shall pay, any excise tax on the original payments and gross-up amount and any income and employment taxes (including, without limitation, penalties and interest) imposed on the gross-up amount.

(b)Executive acknowledges that upon execution of this Agreement, the terms described in this Section 2, and the payment to Executive of his base salary up to and including the Effective Date, shall constitute full and complete satisfaction of any and all amounts due and owing to Executive as a result of his employment with the Company and/or his resignation from his current positions of employment and that in the absence of this Agreement, Executive might not be entitled to some or all of such payments.

3.Transition Services.

In consideration for the benefits provided in above Section 2, Executive agrees to provide consulting services to the Company until September 31, 2016, or as such other date as agreed to in writing by the parties, as a consultant, pursuant to which Executive will work, if and to the extent requested by the Company pursuant to a consulting contract (the “Consulting Contract”) to be negotiated in good faith by the Executive and the Company. Executive’s services shall include services similar to those that were provided by Executive prior to his resignation.

4.Personal Property.

In addition to the benefits provided in Section 2 above, Executive shall have the right to retain the personal property described on Exhibit A. Furthermore, the Company agrees to assign to Executive, to the extent assignable, all of the Company’s rights to any key man life insurance maintain by, or the premium for which has been paid by, the Company on the life of Executive.

5.Non-Admission of Discrimination or Wrongdoing.

(a)This Agreement is entered into, in part, to avoid any disputes or claims of the parties, and thus, the parties hereto expressly recognize that the making of this Agreement shall not in any way be construed as an admission that the or any party hereto (or their respective affiliates, agents, directors, officers, employees or related persons) has any liability to or acted wrongfully in any way with respect to any other party to this Agreement. The Company specifically denies that it has any liability to or that it has done any wrongful, harassing and/or discriminatory acts against Executive or any other person on the part of itself, or its subsidiaries, affiliates, predecessors, successors, officers, employees or agents.

(b)Executive understands and agrees that he has not suffered any discrimination in terms, conditions or privileges of his employment based on age, race, gender, religious creed, color, national origin, ancestry, physical disability, mental disability, medication condition, marital status, sexual orientation and/or sexual or racial harassment. Executive understands and agrees that he has no claim for employment discrimination under any legal or factual theory.

6.Confidentiality.

Executive expressly acknowledges and agrees that notwithstanding anything in this Agreement to the contrary, his obligation to not disclose Confidential Information regarding the Company shall survive the execution and delivery of this Agreement and termination of Executive’s employment. All other provisions of the Employment shall terminate and be of no further force or effect as of the dates set out above. “Confidential Information” means (A) all communications, reports, documents, data, records, plans and other materials received or collected by Executive from the Company or any of its representatives, relating to the Company, its business, its affairs, its affiliates, its associates or its representatives; or (B) any proprietary, sensitive or nonpublic information relating to the Company, its business, its affairs, its affiliates, its associates or its representatives that has been, or may be in the future, disclosed to Executive by the

Company or any of its Representatives; provided, however, that the term “Confidential Information” shall be understood not to include information that (x) was in or enters the public domain, (y) was or becomes generally available to the public, other than as a result of the disclosure by Executive in violation of the terms of this Agreement or any other agreement imposing an obligation on Executive to keep such information confidential or (z) properly comes into Executive’s possession from a third party who is lawfully in possession of such information and who is not in violation of any contractual, legal or fiduciary obligation to the Company.

7.No Lawsuits or Claims.

Each party to this Agreement promises never to file a lawsuit, administrative complaint, or charge of any kind with any court, governmental or administrative agency or arbitrator against any other party to this Agreement or their officers, directors, agents or employees, asserting any claims that are released in this Agreement. Each party represents and agrees that, prior to signing this Agreement, said party has not filed, assigned or pursued any complaints, charges or lawsuits of any kind (or any rights to pursue any such actions). with any court, governmental or administrative agency or arbitrator against any other party to this Agreement or its officers, directors, agents or employees, asserting any claims that are released in this Agreement.

8.Complete Release.

(a)In consideration of the covenants and promises contained herein and the consideration received by each, each party to this Agreement hereby knowingly and voluntarily releases, absolves and discharges each other party, and, as applicable, their partners, attorneys, agents, officers, administrators, directors, employees, affiliates, representatives, and/or assigns and successors, past and present (collectively the “Releasees”) from all rights, claims, demands, obligations, damages, losses, causes of action and suits of all kinds and descriptions, legal and equitable, known and unknown, that the party may have or ever had against the Releasees from the beginning of time to the date of execution of this Agreement, including, but not limited to, any such rights, claims, demands, obligations, damages, losses, causes of action and suits arising out of, during or relating to Executive’s employment and/or his resignation therefrom. The matters that are the subject of the releases referred to in this paragraph shall be referred to collectively as the “Released Matters.” This includes, but is not limited to, claims for employment discrimination, wrongful termination, constructive termination, violation of public policy, breach of any express or implied contract, breach of any implied covenant, fraud, intentional or negligent misrepresentation, emotional distress, or any other claims relating to Executive’s relationship with the Company.

(b)Each party acknowledges and agrees that this Agreement represents a compromise of known and unknown, asserted and unasserted, and actual and potential claims, and that neither this Agreement nor any compliance herewith or consideration given pursuant hereto, shall be construed as an admission by any party of any liability whatsoever, including, but not limited to, any liability for any violation by the Company of any right of Executive or of any person arising under any law, statute, duty, contract, covenant, or order, or any liability for any act of age discrimination or other impermissible form of harassment or discrimination by the Company against Executive or any other person, as prohibited by any state or federal statute or common law, including, but not limited to: (i) Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e; (ii) the Americans With Disabilities Act, 42 U.S.C. §§ 12101 et seq.; (iii) the Age Discrimination in Employment Act, 29 U.S.C. §§ 623 et seq.; (iv) the Family and Medical Leave Act; 29 U.S.C. §§ 2611 et seq.; (v) the Consolidated Omnibus Budget Reconciliation Act of 1985; 42 U.S.C. §§ 201 et seq.; (vi) Executive Order 11141 (age discrimination); (vii) Section 503 of the Rehabilitation Act of 1973; 29 U.S.C. § 701 et. seq.; and (viii) the Employee Retirement Income Security Act of 1974, 29 U.S.C. §§ 1001 et seq. and that all such liability is expressly disputed, released, and denied.

(c)Executive further understands and acknowledges that:

(1)this Agreement constitutes a voluntary waiver of any and all rights and claims he has against the Releasees as of the date of the execution of this Agreement, including rights or claims arising under the Federal Age Discrimination in Employment Act of 1967 (“ADEA”), 29 U.S.C. §§ 621 et seq., as amended by the Older Workers’ Benefit Protection Act of 1990, except for any allegation that a breach of this Act occurred following the Effective Date;

(2)he has waived rights or claims pursuant to this Agreement in exchange for consideration, the value of which exceeds the payment or remuneration to which he was already entitled;

(3)he is hereby advised that he may consult with an attorney of his choosing concerning this Agreement prior to executing it;

(4)he has been afforded a period of at least twenty-one (21) days to consider the terms of this Agreement, and in the event he should decide to execute this Agreement in fewer than twenty-one days, he has done so with the express understanding that he has been given and declined the opportunity to consider this Agreement for a full twenty-one days; and

(5)he may revoke this Section 8(c) of the Agreement at any time during the seven (7) days following the date of execution of this Agreement, and this Section 8(c) of the Agreement shall not become effective or enforceable until such revocation period has expired. Executive further understands and acknowledges that he may revoke only Section 8(c) of this Agreement as it relates to any claim pursuant to the Federal Age Discrimination in Employment Act, and that such revocation, if any, will not affect the effectiveness or enforceability of any other of the Released Matters as they are described in Section 8.

9.Unknown Claims.

Each party acknowledges that there is a risk that subsequent to the execution of this Agreement, that party will incur or suffer damage, loss or injury to persons or property that is in some way caused by or connected with Executive’s employment or his resignation therefrom, but that is unknown or unanticipated at the time of the execution of this Agreement. Except as provided by Section 14 below, each party does hereby specifically assume such risk and agrees that this Agreement and the releases contained herein shall and do apply to all unknown or unanticipated results of any and all matters caused by or connected with Executive’s employment or his resignation therefrom, as well as those currently known or anticipated, and excepting therefrom only such rights or claims that may arise out of this Agreement.

10.Ownership of Claims.

Each party represents and warrants that no portion of any of the Released Matters and no portion of any recovery or settlement to which that party might be entitled has been assigned or transferred to any other person, firm, entity or corporation not a party to this Agreement, in any manner, including by way of subrogation or operation of law or otherwise. If any claim, action, demand or suit should be made or instituted against the Releasees or any of them because of any such purported assignment, subrogation or transfer, the assigning, subrogating or transferring party agrees to indemnify and hold harmless the Releasee(s) against such claim, action, suit or demand, including necessary expenses of investigation, attorneys’ fees and costs.

11.Assumption of Risk; Investigation of Facts.

(a)Each party hereby expressly assumes the risk of any mistake of fact or that the true facts might be other than or different from the facts now known or believed to exist, and it is each party’s express intention to forever settle, adjust and compromise any and all disputes between and among the party and the Releasees, finally and forever, and without regard to who may or may not have been correct in their respective understandings of the facts or the law relating thereto.

(b)In making and executing this Agreement, each party represents and warrants that the party has made such investigation of the facts and the law pertaining to the matters described in this Agreement as that party deems necessary, and said party has not relied upon any statement or representation, oral or written, made by any other party to this Agreement with regard to any of the facts involved in any dispute or possible dispute between the parties hereto, or with regard to any of the party’s rights or asserted rights, or with regard to the advisability of making and executing this Agreement.

12.No Representations.

Each party represents and agrees that no promises, statements or inducements have been made to that party, which caused that party to sign this Agreement other than those expressly stated in this Agreement.

13.Non-Disparagement.

Each party agrees that said party will refrain from taking actions or making statements, written or oral, which disparage or defame the goodwill or reputation of any other party to the Agreement, and/or, if applicable, its directors, officers, executives and employees or which could adversely affect the morale any party, of employees of the Company and that each party shall not demean or disparage any other party in any communications or other dealings with any existing or potential employees, customers, vendors and/or stockholders.

14.Indemnification.

Notwithstanding any provision in this Agreement to the contrary, the Company agrees that it will (a) indemnify and hold Executive harmless for any claims, demands, damages, liabilities, losses, costs and expenses (including reasonable attorneys’ and paralegal fees and court costs) incurred or suffered by Executive in connection with Executive’s service as an executive officer of the Company or its affiliates to the fullest extent (including advancement of expenses) permitted by Tennessee corporate law for the indemnification of officers and directors of a Tennessee corporation and (b) will include Executive as a covered employee under the Company’s directors’ and officers’ liability insurance policy and employment practices liability insurance policy (to the extent such policies exist), provided such policies permit such extended coverage, until the applicable statutes of limitations have expired.

15.Successors.

This Agreement shall be binding upon the parties and upon their heirs, administrators, representatives, executors, successors and assigns, and shall inure to the benefit of the parties, their administrators, representatives, executors, successors and assigns.

16.Arbitration.

(a)Any claim or controversy arising out of or relating to this Agreement or any breach thereof between Executive and the Company shall be submitted to mediation in Knoxville, Tennessee, before an experienced employment mediator licensed to practice law in Tennessee and selected in accordance with Rule 31 of the Rules of the Supreme Court of the State of Tennessee, as the exclusive remedy for such claim or controversy. Either party desiring to arbitrate shall give written notice to the other party within a reasonable period of time after the party becomes aware of the need for mediation. The decision of the mediator shall be final and binding. Judgment on any award rendered by such mediator may be entered in any court having jurisdiction over the subject matter of the controversy. The prevailing party shall receive an award of costs and expenses related to the mediation, including reasonable attorneys’ fees. The fees and costs of the mediator and the cost of any record or transcript of the mediation shall be borne by the losing party.

(b)Should Executive or the Company institute any legal action or administrative proceeding with respect to any claim waived by this Agreement or pursue any dispute or matter covered by this Agreement by any method other than said mediation, the responding party shall be entitled to recover from the other party all damages, costs, expenses and reasonable attorneys’ fees incurred as a result of such action.

(c)Should Executive attempt to challenge the enforceability of this Agreement, as a further limitation on any right to make such a challenge, Executive shall initially submit to the Company the total proceeds provided to him in connection with this Agreement plus interest at the standard statutory rate, and invite the Company to retain such monies and agree with Executive to cancel this Agreement. In the event the Company accepts this offer, the Company shall retain such monies and this Agreement shall be canceled. In the event the Company does not accept such offer, the Company shall so notify Executive and shall place such monies into an interest‑bearing escrow account pending resolution of the dispute between Executive and the Company as to whether this Agreement shall be set aside and/or otherwise rendered unenforceable.

17.Consultation with Counsel; Reasonable Time to Consider Agreement; Voluntary Participation in This Agreement.

Each party represents and agrees that said party has been advised of the opportunity to review this Agreement with an attorney, that said party has had the opportunity to thoroughly discuss all aspects of the party’s rights and this Agreement with an attorney to the extent said party elected to do so, that said party has carefully read and fully understands all of the provisions of this Agreement, has been given a reasonable period of time to consider signing this Agreement, and is voluntarily entering into this Agreement.

18.Severability and Governing Law.

(a)Should any of the provisions in this Agreement be declared or be determined to be illegal or invalid, all remaining parts, terms or provisions shall be valid, and the illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement.

(b)This Agreement is made and entered into in the State of Tennessee and shall in all respects be interpreted, enforced and governed under the laws of Tennessee, without regard to the conflicts of laws principles thereof.

19.Entire Agreement.

This Agreement, any applicable stock option plan of the Company and the Consulting Contract to be negotiated, once so negotiated, constitute the entire agreement between and among the parties pertaining to the subject matter hereof and the final, complete and exclusive expression of the terms and conditions of their agreement. Any and all prior agreements, representations, negotiations and understandings made by the parties, oral and written, express or implied, are hereby superseded and merged herein.

20.Execution in Counterparts.

This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one agreement.

21.Attorneys’ Fees.

In any action or other proceeding to enforce rights hereunder, the prevailing party shall receive an award of costs and expenses related to such proceeding, including reasonable attorneys’ fees.

22.Cooperativeness.

All parties have cooperated in the drafting and preparation of this Agreement, and it shall not be construed more favorably for or against any party.

IN WITNESS WHEREOF, the parties hereto have duly executed this Separation Agreement as of the date first above written.

EXECUTIVE:

/s/ Deloy Miller                

Deloy Miller

MILLER ENERGY RESOURCES, INC.

By:/s/ Carl F. Giesler, Jr.         

Name:Carl F. Giesler, Jr.

Title:Chief Executive Officer

EXHIBIT A

TO

SEPARATION AGREEMENT

1.The 2012 Cadillac Escalade, 92,000 miles VIN #[REDACTED]

2.Truck 2010 Ford 150, 48,000 miles VIN #[REDACTED]

EX-10.2

AMENDMENT AND RESTATEMENT

OF EMPLOYMENT AGREEMENT

This Amendment and Restatement of Employment Agreement (hereinafter referred to as "Amendment") is entered into as of September 14, 2014 (the “Effective Date”), by and between Miller Energy Resources, Inc., a corporation organized and existing under the laws of the State of Tennessee, and all of its subsidiaries, with its principal place of business at 9721 Cogdill Road, Suite 302, Knoxville, Tennessee 37932 (hereinafter referred to collectively as the "Company"), and Scott M. Boruff, residing at [REDACTED] (the “Executive”).

WITNESSETH:

WHEREAS, the Executive previously served as the Chief Executive Officer of the Company;

WHEREAS, the Executive desires to provide other, more focused services to the Company;

WHEREAS, the Company has agreed to hire a third party to fill the positions of Chief Executive Officer, previously held by the Executive; and

WHEREAS, the Executive desires to fill the position in the Company as Executive Chairman;

WHEREAS, the Company desires to and has agreed to retain the Executive as the Executive Chairman;

WHEREAS, the Board of Directors of the Company (the “Board”) has appointed the Executive as Executive Chairman of the Board;

WHEREAS, the Company and the Executive were previously party to an employment agreement dated as of July 29, 2013, as amended (the “Previous Agreement”);

WHEREAS, the Previous Agreement had expired;

WHEREAS, the parties wish to reinstate the Previous Agreement, subject to the amendments, and other new terms contained herein; and

WHEREAS, the parties have determined it to be in their respective best interests to enter into this Amendment.

NOW, THEREFORE, in consideration of the promises and the mutual covenants hereinafter set forth, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party to the other, the parties hereto agree as follows:

1. Certain Defined Terms. Terms used in this Amendment that are defined in the Previous Agreement shall have the meanings ascribed to them therein.

2. Employment. The Company hereby retains the Executive in the new position of Executive Chairman and Executive accepts the position as Executive Chairman for so long as Executive serves as a director on the Board (a “Board Member”) or by such other title as Executive and the Company may agree upon in the event Executive shall, during the Employment Period

(defined below), cease to be a Board Member.

3. Amendments to Previous Agreement. The Previous Agreement is hereby further amended and/or ratified and reaffirmed hereby, as follows:

(a) Amendment to Section 1 (Employment Period). Section 1 of the Previous Agreement hereby is amended and replaced in its entirety to read as follows:

“1. Employment Period.

Unless earlier terminated pursuant to the provisions hereof, the initial term of Executive’s employment under this Agreement shall be for the period of three (3) years commencing with the Effective Date of this Agreement (the “Employment Period”). Said term shall be automatically renewed thereafter for successive three-year terms unless the Board of Directors of the Company or any successor entity provides Executive with written notice that the Agreement will not be renewed no later than 120 days prior to the expiration of the then-current term. Notwithstanding the foregoing, in the event a Change in Control occurs during the then-current term, the term of this Agreement shall not end prior to the first anniversary of such Change in Control.

(b) Amendment to Section 2 (Duties and Status). Section 2 of the Previous Agreement hereby is amended and replaced in its entirety to read as follows:

“2.Duties and Status.

During the Employment Period, Executive shall serve as the Executive Director of the Company (or by such other title as the Company and Executive may agree to from time to time in the event Executive ceases to be a director on the Board). Executive shall serve in this capacity faithfully and to the best of his ability and shall devote his business and professional time, energy, and diligence to the performance of the duties of such position and he shall perform such services and duties in connection with the business and affairs of the Company (i) to oversee, manage and direct the Company’s future development of its current business plan and model and to develop potential future areas of business, (ii) to oversee, manage and direct the Company’s mergers and acquisitions of new areas of the company’s business, and (iii) subject to terms of this Agreement, any other duties as may reasonably be assigned or delegated to him from time to time by the Board of Directors.

Notwithstanding the foregoing, Executive shall be principally responsible for and shall have full power and authority to perform all duties incidental to the general management and oversight of the Company’s future development plans, and mergers and acquisitions.

(c) Amendment to Section 3(b) (Incentives). Section 3(b) of the Previous Agreement is hereby amended and restated in its entirety to read as follows:

“(b) Incentives. Executive shall be eligible to participate in the bonus

policies established by the Compensation Committee of the Board of Directors for executive officers of the Company from time to time, including but not limited to the Fiscal Year 2015 Executive Compensation Plan (the “Executive Compensation Plan”) as previously adopted by the Compensation Committee.

(d) Amendments to Section 5 (Incentive for Fiscal 2014 Payable In Connection With Termination). Section 5(e) of the Previous Agreement hereby is amended and replaced in its entirety to read “(e) Reserved.”

(e) Other Terms Ratified.Except as modified, changed or amended expressly herein in this Section , the Parties hereby ratify, reaffirm and incorporate herein by reference the terms and provisions of the Previous Agreement, as amended hereby, including, for the avoidance of doubt, all other terms regarding Base Salary, other compensation, benefits and entitlements granted to and/or to which the Executive has a right, and the other terms of the Previous Agreement are hereby acknowledged, adopted, ratified, and reaffirmed, as if fully set forth herein..

4. Entire Agreement. The Previous Agreement, this Amendment, the Award Agreements and the Plans, taken collectively, constitute the entire understanding of the Company and Executive with respect to the subject matter hereof. This Amendment, as interpreted iun light of those Agreements, supersedes any other prior agreement or arrangement relative to Executive's retention bythe Company, and no other agreement, modification, supplement, or amendment of any provision hereof entered into prior to the date hereof shall be valid unless made in writing and signed bythe parties.

5. Counterparts. More than one counterpart of this Agreement may be executed by the Parties hereto, and each fully executed counterpart shall be deemed an original.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed under seal and delivered as of the date first above written.

MILLER ENERGY RESOURCES, INC.

By:     /s/ Carl F. Giesler            

Name:Carl F. Giesler, Jr.

TitleChief Executive Officer

EXECUTIVE:

/s/ Scott M. Boruff                

Scott M. Boruff

.

EX-10.3

Employment Agreement

This Employment Agreement (hereinafter referred to as "Agreement") is entered into as of September 14, 2014 (the “Effective Date”), by and between Miller Energy Resources, Inc., a corporation organized and existing under the laws of the State of Tennessee, and all of its subsidiaries, with its principal place of business at 9721 Cogdill Road, Suite 302 Knoxville, Tennessee 37932 (hereinafter referred to collectively as the "Company"), and Carl F. Giesler, Jr. residing at [REDACTED] (the “Employee”).

WITNESSETH:

WHEREAS, the Company desires to hire the Employee to fill the position of Chief Executive Officer of the Company and to serve as a member of the Board of Directors of the Company (the “Board”) for so long as the Board and the shareholders of the Company so elect; and

WHEREAS, the Employee desires to serve the Company as Chief Executive Officer and member of the Board;

WHEREAS, in connection with its approval of this Agreement, the Board has appointed the Employee as a director upon the resignation of Deloy Miller; and

WHEREAS, the parties have determined it to be in their respective best interests to enter into this Agreement.

NOW, THEREFORE, in consideration of the promises and the mutual covenants hereinafter set forth, and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party to the other, the parties hereto agree as follows:

SECTION 1: POSITION AND DUTIES

1.1 Employment. The Company hereby employs Employee and Employee accepts employment as Chief Executive Officer of the Company. During the Term of this Agreement and any extensions thereof, the Employee’s principal place of employment shall be in Houston, Texas, and the Employee shall be furnished an office there commensurate with his duties.

1.2 Member of the Board. The Company, by and through its Board, and as approved by the Board, does hereby appoint the Employee as a director on the Board (a “Member”), to serve until the next regular election.

1.3 Term. Unless earlier terminated pursuant to the provisions hereof, the initial term of Employee’s employment under this Agreement shall be for the period of three (3) years commencing with the Effective Date of this Agreement (the “Term”). Said Term shall be automatically renewed thereafter for successive three-year terms unless the Board of Directors of the Company or any successor entity provides Employee with written notice that the Agreement will not be renewed no later than 120 days prior to the expiration of the then-current term. Notwithstanding the foregoing, in the event a Change in Control (as defined below) occurs during the then-current term, the Term of this Agreement shall not end prior to the first anniversary of such Change in Control.

1.4 Duties.

a) During the Term of his employment pursuant to this Agreement, Employee shall serve the Company faithfully and to the best of his ability and shall devote his business and professional time, energy, and diligence to the performance of the duties of such positions and he shall perform such services and duties in connection with the business and affairs of the Company (i) as are customarily incident to such positions, and (ii) subject to Section 1.1 hereof, as may reasonably be assigned or delegated to him from time to time by the Board, including but not limited to the hiring and firing of employees of the Company.

b) Notwithstanding the foregoing, Employee shall be principally responsible for and shall have full power and authority to perform all duties incidental to the general management and oversight of the Company.

c) As a Member of the Board, the Employee shall perform such duties as normally required of a Board Member of a publicly traded company under applicable law and related rules, including, but not limited to, the rules and regulations of the US Securities and Exchange Commission and any applicable national securities exchange on which the Company’s securities may be traded.

SECTION 2: COMPENSATION. BENEFITS AND OTHER ENTITLEMENTS

2.1 Base Salary.

a) As compensation for his services hereunder and as consideration for his covenant not to compete provided for in Section 4 hereof, Employee shall be paid a base annual salary at the rate of Eight Hundred Thousand and 00/00 Dollars ($800,000.00) per year, which rate of compensation shall be in effect from the Effective Date until the end of the initial Term of this Agreement. Thereafter, the base annual salary shall be at the rate determined in good faith by the Compensation Committee of the Board (the “Committee”) (or, if applicable under the Company’s Bylaws, by the Board itself) at the Committee’s (or Board's, as applicable) regularly scheduled meeting following the end of each fiscal year or upon any special meeting, based upon the Company's review of Employee's performance during the preceding fiscal year or lesser period, but shall not be reduced below the base annual salary in effect at the end of the immediately preceding fiscal year unless otherwise agreed to in writing by the parties. The base annual salary shall be payable at such periodic intervals, as from time to time are applicable with respect to the other salaried executive personnel of the Company, and shall be inclusive of all applicable income taxes, Social Security, and other taxes and charges that are required by law to be withheld by the Company or that are requested to be withheld by Employee.

b) If Employee’s base annual salary is hereafter increased by the Committee (or Board, as applicable), it shall not thereafter be reduced below a figure equal to the amount of base annual salary in effect immediately prior to such increase, together with an amount equal to the product of (x) the amount of base annual salary in effect immediately prior to such increase, multiplied by (y) the percentage increase in the consumer price index in Houston, Texas to the last day of the fiscal year preceding any such reduction.

2.2 Bonus. For the fiscal year ending on April 30, 2015, Employee shall be paid an annual cash bonus in an amount equal to not less than one times the Employee’s then annual salary, pro rated for the portion of the fiscal year the Employee was employed by the Company. Thereafter the Employee shall be paid an annual cash bonus in an amount equal to not less than one nor more than three times the Employee’s then annual salary to be determined on mutually agreed criteria fixed by the Employee and the

Committee (or the Board, to the extent applicable in accordance with the Company’s Bylaws) not later than the first anniversary of this Agreement and both the Employee and the Committee (or Board, as applicable) acting in good faith, which bonuses shall be payable as follows:

a) Fifty percent (50%) incashin a lump sum on or before such date in the succeeding year as proscribed by the Regulations of the Internal Revenue Service. Quarterly bonuses may be paid to the Employee in lieu of an annual bonus, subject to the mutual agreement of the Employee and the Company’s Board of Directors; and

b) Fifty percent (50%) in stock which shall vest immediately upon the granting thereof;

or as otherwise mutually agreed by the Employee and the Committee (or Board, as applicable).

2.3 Employment Inducement Bonus. As an inducement for the Employee to accept positions of employment set forth in this Agreement and to leave his current employment, and in recognition of the loss of already earned, but not received compensation that the Employee will likely forfeit by accepting this employment, the Company shall compensate the Employee as follows:

a) The Company shall pay to the Employee within thirty (30) days of the Effective Date of this Agreement a lump sum in cash of One Million dollars ($1,000,000.00);

b) The Company shall issue to the Employee Six Hundred Thousand (600,000) shares of common stock of the Company under the Company’s 2011 Equity Compensation Plan (the “Plan”), which shall vest and be exercisable immediately and shall be on terms generally applicable to shares issued under that Plan; and

c) The Company shall grant to the Employee options to purchase One Million Five Hundred Thousand (1,500,000) shares of the common stock of the Company, which shall vest as follows: (i) 500,000 shares on September 14, 2014; (ii) 500,000 shares on September 14, 2015; and (iii) 500,000 shares on September 14, 2016. The options hereby granted may be exercised for a period of ten (10) years from and after September 14, 2014 at an exercise price of $4.35, being the stock closing price on September 12, 2014, the last trading day prior to the Effective Date (with the Effective Date itself not being a trading day).

2.4 Insurance.

a) The Company shall provide to Employee the standard package of family insurance benefits which are from time to time provided to other executive employees, including medical and major medical, and dental insurance coverage.

b) The Company shall provide the Employee coverage under its D & O Insurance policy.

2.5 Other Benefits. The Company shall provide Employee the following additional benefits:

a) Upon production of accounts and vouchers or other reasonable evidence of payment by employee, all in accordance with the Company’s regular procedures in effect from time to time, reimbursement of all reasonable and ordinary expenses incurred for Company business, provided the same are of a type which are allowable for deductions under applicable federal tax law.

b) Paid vacation during the each calendar year of four (4) weeks per year, or such greater amount as may be permitted from time to time by the Company's vacation policy, to be taken at such time as selected by Employee. If Employee does not use all of the allotted weeks of vacation in any calendar year of the Company, Employee shall be entitled to add any and all unused vacation days to the paid vacation permitted under this Agreement for the following calendar year.

a) Employee shall be entitled to short-term medical leave benefits for up to three (3) months for time out of work over any three (3) year period of time due to a psychological or physical illness, injury, or condition. Such benefits shall include full pay to Employee for any leave which is due to medical or psychological conditions as supported by appropriate written verification from Employee's treating medical or psychological/psychiatric professional.

c) The Company shall provide to the Employee “key-man life insurance” in an amount of not less than Five Million ($5,000,000.00) Dollars, and which will provide that the beneficiaries of the policy shall be one-half to the Company and one-half to the spouse of the Employee.

d) Upon the event of a Change in Control, as hereinafter defined, the Employee shall be paid within thirty (30) days of the effective date of such Change in Control a lump sum bonus that is in addition to any other compensation, severance pay, bonus, or salary, in the aggregate amount equal to the Employee’s then base annual salary.

e) In addition to the benefits bestowed upon Employee in this Agreement, Employee shall be entitled to participate in and enjoy the Company’s retirement savings plan and other benefits as are generally extended to employees serving in an executive capacity, including any capacity similar to that of Employee, in accordance with the Company's customary practices and policies.

2.6. Withholding of Taxes. All compensation, in cash or otherwise, required to be paid by the Company to Employee under this Agreement shall be subject to the withholding of such amounts, if any, relating to tax, excise tax and other payroll deductions as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation.

SECTION 3: TERMINATION OF EMPLOYMENT

3.1 Death. Employee’s employment hereunder shall terminate upon his death. Upon such termination, the Employee’s stock options shall immediately vest and shall be exercisable for the maximum period permitted under the Plan.

3.2 Disability. If due to physical or mental disability, Employee is not able to perform his material duties hereunder on a full-time basis for a period of four (4) months (whether consecutive or not within any twelve (12)-month period, the Company may terminate his employment hereunder for “Disability.” The determination of “Disability” shall be based upon a certificate as to such physical or mental disability issued by a licensed physician and/or psychiatrist (as the case may be) mutually agreed upon by the Employee and the Company. Upon such termination, the Employee’s unvested stock options shall immediately vest and all then vested stock options shall be exercisable for a period of the greater of twenty-four (24) months thereafter or the period specified in the grant.

3.3 By the Company for “Cause”. The Company, upon a majority vote of the Board of Directors after notice to Employee (as described below) and advice of independent legal counsel, may terminate Employee’s employment immediately for “Cause,” which shall mean and be limited to the following:

a) Willful, habitual and continued unavailability to act or respond on behalf of the Company;

b) Willful misconduct or fraud;

c) Conviction, by a court of competent jurisdiction, of a felony (whether or not committed during the term hereof or in the course of employment hereunder);

d) Willful, continued, and material failure to observe or perform the duties of his employment hereunder; and

e) Willfully acting in a manner materially adverse to the best interests of the Company.

With regard to this Section 3.3, the Company shall first provide Employee with 45 days written notice of such alleged misconduct, including a specific description of such breach, failure, or neglect of duty or obligation sufficient to allow Employee an opportunity to correct such noted problems. Employee shall not be terminated under paragraph 3.3 unless, after the notice period expires, Employee continues to fail to satisfactorily perform his duties. Prior to any vote regarding misconduct, Employee will be given the opportunity to appear before the Board, with his legal counsel, to present any relevant information he believes the Board should consider in making such a decision. Nothing herein shall prevent or prohibit the Board from temporarily suspending the Employee from his duties, with pay as specified herein, for the period of time after which the Board determines that “Cause” may exist but before the date, following the expiration of the notice period provided to the Employee as set forth above, on which the Board has made a final determination that “Cause” does or does not exist (a “Temporary Suspension”).

3.4 Change in Control. Employee’s employment may be terminated by either the Company or Employee in the event of a Change in Control, which shall, for purposes ofthis Agreement, be defined as set forthin the attached Exhibit A, which is incorporated herein by reference; provided, however, that in the case of termination pursuant to this Section 3.4, the Board shall make a determination either to terminate Employee's employment hereunder or continue such employment within six (6) months after the effective date ofthe Change in Control and shall give Employee ninety (90) days' notice ofany such determination to terminate Employee's employment hereunder, and the failure to make such determination within such six-month period will be deemed an election by the Company to continue Employee's employment hereunder.

3.5 Termination by Employee for “Good Reason.” Employee may terminate his employment at any time without “Good Reason” by providing the Company thirty (30) days written notice. Employee may also terminate his employment for “Good Reason” as provided below. “Good Reason” shall mean any of the following:

a) A material change in Employee's function, authority, duties, title, compensation, responsibilities or principal place of employment, without Employee’s express written consent (other than a reduction in Employee’s function, authority or duties incident to a Temporary Suspension);

b) A substantial difference of opinion between Employee and the Board and/or ownership of the Company that develops, or other circumstances should arise such that Employee, in good faith, no longer believes that he can function effectively in his position for the Company as defined in Section 1.1 and Section 1.2 above;

c) A significant increase in the amount oftravel required for Employee to perform his job, without Employee's consent;

d) Any material failure by the Company to comply with any of the provisions of this Agreement;

e) Upon a Change in Control, as defined herein, or upon any other material change in the financial condition (other than as a result of any events or circumstances that would be deemed “Cause” for termination under the terms hereof) or ownership of the Company; or

f) Any other matter or circumstance requested by the Board if either (i) made with the intent of hindering Employee in the performance of his duties hereunder or creating an incentive forEmployee to exercise his rights under Section 3.5 hereof or (ii) the effect ofsuch request could reasonably be expected to hinder Employee in the performance of his duties hereunder or create an incentive for Employee to exercise his rights under Section 3.5 hereof; excluding, in each of clause (i) and (ii) above, any Temporary Suspension or in connection with any action taken by the Board following a finding that “Cause” for termination of the Employee exists.

With regard to Section 3.5, if Employee determines that Good Reason as defined herein exists, Employee shall so notify the Company in writing. The Company shall have thirty (30) days to remedy the facts and circumstances that provided Good Reason as defined herein. If adequate remedy has occurred, Employee shall continue in the employ of the Company as if no notice had been given. If adequate remedy has not occurred, Employee may, at his option, terminate his employment for Good Reason as defined herein.

3.6 Payment of Severance Benefits upon Termination.

a) In the event Employee voluntarily terminates his employment at anytime during this Agreement without Good Reason as defined herein, Employee shall continue to receive his base annual salary, at the then current rate, and the Insurance Coverage as described in Section 2.4, for a period of two (2) months, upon execution of a Release of Claims in a form substantially similar to that attached hereto as Exhibit B, which is incorporated herein by reference; provided that if the Employee exercises any right Employee may have under applicable law to rescind or revoke such Release of Claims or otherwise render such a Release of Claims ineffective, Employee shall reimburse such amounts or the reasonable and documented costs of such benefits to the Company. After the execution and delivery of the Release of Claims, upon the expiration of any period arising under applicable law during which the Employee shall have the right to rescind or revoke such Release of Claims or otherwise render such a Release of Claims ineffective, provided such Release of Claims remains in effect, all unvested stock options shall immediately vest and all then vested stock options may be exercised for the period specified in the grant. In the event that Employee voluntarily terminates his employment without Good Reason and does not agree to execute a Release of Claims in a form substantially similar to that attached hereto as Exhibit B, or if such Release of Claims shall thereafter be revoked, rescinded or otherwise rendered ineffective, the Company shall pay to Employee base salary accrued but not paid through the date of termination, and Employee shall forfeit any other salary and benefits, including, to the extent set forth in the Plan, any awards of equity in the Company granted under that Plan.

b) In the event the Company terminates Employee’s employment for Cause as defined herein, the Company shall pay Employee all accrued compensation, if any, through the date of termination.

All salary and benefits (other than vested benefits under any pension, profit sharing or other compensation or benefit plan (including without limitation the Plan), which shall in all cases continue to be governed by the terms and conditions of such respective plans) shall cease at the time of termination. All unvested stock options shall expire and be void without value.

c) In the event Employee terminates his employment for Good Reason as defined herein, or there is a Change in Control as defined herein, or the Company terminates Employee’s employment without Cause as defined herein, or Employee’s employment is terminated due to Death or Disability as defined herein, Employee will be entitled to the severance benefits listed below (collectively "Severance"). Except in the case of termination due to the Death of Employee, the Severance is conditioned upon (i) the Employee executing, within 21 days of his separation, a Release of Claims form substantially similar to that attached hereto as Exhibit B, which is incorporated herein by reference and (ii) such Release of Claims remaining in full force and effect following the expiration of any period arising under applicable law during which the Employee shall have the right to rescind or revoke such Release of Claims or otherwise render such a Release of Claims ineffective.

i. Except in the case of termination by reason of the Employee’s death, continuation ofEmployee's base annual salary forthe Severance Period (as defined below) at the rate in effect at the time of such termination and payable at the time and in the manner such payments would have been made to Employee if such termination had not occurred;

ii. A cash bonus payment equal to two (2) times the Employee’s annual salary, plus annual minimum bonus; said cash bonus to be payable as soon as practicable following Employee's separation from employment, but no more than three (3) months following such termination;

iii. Continued insurance coverage, as described in Section 2.4 and to include medical and major medical and dental coverage for Employee and his family, at the Company's expense for the Severance Period; provided, however, that Employee will be responsible for any co-payments, deductibles, or other out-of-pocket expenses associated with use of any health coverage; and

iv. If the Employee’s resignation is tendered for “Good Reason,” Employee’s unvested stock options in the Company shall immediately vest. The Employee may exercise all then vested stock options for a period commencing with the date of termination and expiring on the later of one hundred and eighty (180) days following the end of the Severance Period or the date specified in the original grant.

d) For purposes of this Agreement, the Severance Period shall be twenty-four (24) months if Employee's separation from employment does not occur within twelve (12) months of a Change in Control, but, in the event that Employee's separation from employment does occur within twelve (12) months of a Change in Control, the Severance Period shall be thirty-six (36) months. The full amount of the total salary continuation payments provided for above shall be payable in full within thirty (30) days after the effective date of Employee's severance-qualifying termination to an escrow agent mutually satisfactory to the Company and Employee under irrevocable written instructions to make payments of the Severance to Employee (or in the event of Employee's death, to his estate), at the time and in the manner that such payments would have been made to Employee if such termination had not taken place.

In the event of a Change in Control, the Company, at its sole expense, shall cause its independent auditors promptly to review all payments, distributions, and benefits that have been made to or provided to, and are to be made to or provided to, Employee under this Agreement, and any other agreement and plan benefitting Employee, to determine the applicability of Section 4999 of the United States Internal Revenue Code of 1986, as amended (the "Code"). If the Company's independent auditors determine that any such payments, distributions, or benefits are subject to excise taxes as provided under Section 4999 of the Code (the "Excise Tax"), then such payment, distributions, or benefits (the "Original Payments") shall be increased by an amount (the "Gross-Up Amount") such that, after the Company withholds all taxes due, including any excise and employment taxes imposed on the Gross-Up Amount, Employee will retain a net amount equal to the Original Payments less income and employment taxes on that amount. Employee agrees to cooperate with the Company's independent auditors by providing necessary information to perform this analysis/calculation, and the Company agrees that Employee shall be entitled to copies of the calculations. The intent of the parties is that the Company shall be solely responsible for, and shall pay, any Excise Tax on the Original Payments and Gross-Up Amount and any income and employment taxes (including, without limitation, penalties and interest) imposed on the Gross-Up Amount. If no determination by the Company's independent auditors is made prior to the time Employee is required to file a tax return reflecting any portion of the Original Payments, Employee will be entitled to receive a Gross-Up Amount calculated on the basis of the Original Payments Employee reported in such tax return within 30 days of the filing of such tax return. If any tax authority finally determines that a greater Excise Tax should be imposed upon the Original Payments than is determined by the Company's independent auditors or reflected on Employee's tax returns, Employee shall be entitled to receive the full Gross-Up Amount calculated on the basis of such additional amount of Excise Tax determined to be payable by such tax authority (including related penalties and. interest) from the Company within 30 days of such determination as long as Employee has taken all reasonable actions to minimize any such amounts. If any tax authority finally determines the Excise Tax to be less than the amount taken into account hereunder in calculating the Gross-Up Amount, Employee shall repay to the Company, within 30 days of her receipt of a refund resulting from that determination, the portion of the Gross-Up Amount attributable to such reduction (plus the refunded portion of the Gross-Up Amount attributable to the Excise Tax and federal, state, and local income and employment taxes imposed on the portion of the Gross-Up Amount being repaid, less any additional income tax resulting from such refund).

SECTION 4: NONCOMPETITION

The parties recognize that in the course of Employee's employment with the Company, Employee has had and will continue to have access to a substantial amount of confidential and proprietary information and trade secrets relating to the business of the Company, and that it would be detrimental to the business of the Company, and have a substantial detrimental effect on the value to the Company of Employee's employment if Employee were to compete with the Company upon termination of his employment. Employee therefore agrees, in consideration of the Company entering this Agreement and establishing the base annual compensation and other compensation and benefits at the level herein provided for, that during the period of the term of his employment with the Company, whether pursuant to this Agreement or otherwise, and, if and only if Employee's employment is terminated by the Company for Cause, as defined herein, or by Employee without Good Reason, as defined herein, for a period of one (1) year thereafter, he shall not, without the prior written consent of the Company, directly as principal, partner, director, or stockholder or through any corporation, partnership, or other entity (including, without limitation, a sole proprietorship), engage or participate in, or assist in any manner or in any capacity, or

have any interest in or make any loan to, or otherwise be related with, any person, firm, corporation, association, or other entity engaged in oil and gas exploration or development activities anywhere within fifty (50) miles of any of the Company's oil and gas properties, whether developed or undeveloped) and engaged in any business competing in any material way with the business of the Company or any subsidiary of the Company as such business exists as of the date of termination of employment; provided, however, that the foregoing shall not prevent Employee from owning up to five percent (5%) of the outstanding securities of a publicly held corporation that may compete with the Company.

The parties believe, in light of the facts known as of the date hereof, and after considering the nature and extent of the Company's business, the amount of compensation and other benefits provided herein, and the damage that could be done to the Company's business by Employee's competing with the Company, that the foregoing covenant not to compete is reasonable in time, scope, and geographical limitation. However, if any court should construe the time, scope, or geographical limitation of the covenant not to compete to be too broad or extensive, it is the intention of the parties that the contract be automatically reformed, and as so reformed, enforced, to the maximum limits which may be found to be reasonable by such court.

SECTION 5: CONFIDENTIAL INFORMATION

5.1 Company Information. Employee agrees at all times during the term hereof and thereafter, to hold in strictest confidence, and not to use or disclose, except for the benefit of the Company or as authorized by the Company, the Confidential Information of Company. Employee understands that "Confidential Information" means any Company proprietary information, trade secrets and other information not generally known to the public, such as technical and non-technical data, know-how, research, product plans, marketing plans, products, business forecasts, services, customer lists and customers (including, but not limited to, customers of Company on whom Employee may call or with whom Employee becomes more acquainted during the term of this Agreement or has become acquainted with during any prior period in which he performed services for the Company), information regarding employees of the Company, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, financial or other business information disclosed to Employee by the Company, either directly or indirectly in writing, electronically, orally or by drawings or observation of parts or equipment prior to or after the commencement of this Agreement.

In light of the highly competitive nature of the industry in which Company conducts its business, Employee agrees that all Confidential Information heretofore or in the future obtained by Employee as a result of Employee's association with the Company, shall be considered confidential. In recognition of this fact, Employee agrees that he will not, except in the performance of his duties under this Agreement or except as otherwise provided herein, during and after the execution of this Agreement (for so long as such information otherwise remains confidential), disclose any of such Confidential Information to any person or entity for any reason or purpose whatsoever, and he will not make use of any Confidential Information for his own purposes or for the benefit of any person or entity (except the Company) under any circumstances not authorized by the Company. The provisions contained in this paragraph shall also apply to information obtained by Employee with respect to any subsidiary of or company otherwise affiliated with Company.

In the event that Employee is required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand, any informal or formal investigation by any government or governmental agency or authority or otherwise) to disclose any of the Confidential

Information, Employee will notify Company promptly in writing so that Company may seek a protective order or other appropriate remedy or, in Company's sole discretion, waive compliance with the terms of this Agreement. Employee agrees not to oppose any action by Company to obtain a protective order or other appropriate remedy. In the event that no such protective order or other remedy is obtained, or that Company waives compliance with the terms of this Agreement, Employee will furnish only that portion of the Confidential Information which Employee is advised in writing by his own independent counsel that he is legally required to furnish and will exercise his reasonable best efforts, at Company's expense, to obtain reliable assurance that confidential treatment will be accorded to the Confidential Information. To the extent that Employee retains counsel to assist him in any situation covered by this paragraph 5.1, he shall be entitled to reimbursement by the Company for reasonable fees incurred in obtaining advice and representation.

5.2 Third Party Information. Employee recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Employee agrees to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out Employee work for Company consistent with Company' agreement with such third party. Employee agrees to comply with Company's policies and procedures, as applicable from time to time with respect to such information.

SECTION 6: MISCELLANEOUS PROVISIONS

6.1 Outplacement Service. In the event of termination of Employee's employment by the Company without Cause, the Company shall, upon the request of Employee (i) pay for outplacement service for Employee for a period of twelve (12) months, such payment to be made to an agency selected by Employee, provided that such fees shall be reasonable and customary for nationally rated firms engaged in providing such services for executives of similar level, qualifications, and experience, and (ii) provide to Employee, for a reasonable time following termination of employment, not to exceed twelve (12) months, office space and secretarial support to assist Employee in searching for and obtaining a new position, such office space to be provided in a location reasonably determined by the Company.

6.2 Indemnity. The Company shall indemnify Employee and hold him harmless for all acts or decisions made by him in good faith while performing services for the Company to the full extent permitted by applicable law.

6.3 Non-Disparagement. Except as compelled to do so by law, the Company and its past and present affiliated companies and their officers, directors, and employees shall refrain from making any remark or taking any action which disparages, defames, or places Employee in a negative light, and Employee shall refrain from making any remark or taking any action which disparages, defames, or places the Company or any of its parent, subsidiary, or affiliated companies or their 'past or present officers, directors, or employees in a negative light.

6.4 Employee Benefits. This Agreement shall not be construed to be in lieu or to the exclusion of any other rights, benefits, and privileges to which Employee may be entitled as an employee of the Company under any retirement, pension, profit-sharing, insurance, hospital, or other plans or benefits that may now be in effect or that may hereafter be adopted.

6.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of

the State of Tennessee, and jurisdiction shall lie in the courts of competent jurisdiction in Knox County.

6.6 Entire Agreement. This Agreement, together with the Plan, constitutes the entire understanding of the Company and Employee with respect to its subject matter, supersedes any prior agreement or arrangement relative to Employee's employment bythe Company, and no modification, supplement, or amendment of any provision hereof shall be valid unless made in writing and signed bythe parties.

6.7 Successors and Assigns; Permitted Assignment. This Agreement shall inure to the benefit of and be binding upon the Company and Employee and their respective successors, executors, administrators, heirs and/or permitted assigns; provided, however, that neither Employee nor the Company may make any assignment of this Agreement or any interest therein, byoperation of law or otherwise, without the prior written consent of the other parties hereto, except that, without such consent, the Company may assign this Agreement to any successor to all or substantially all of its assets and business bymeans of dissolution, merger, consolidation, transfer of assets, or otherwise, provided that such successor assumes in writing all of the obligations of the Company under this Agreement, subject, however, to Employee's right of termination as provided in Section 3.5 hereof.

6.8 Captions. The captions set forth in this Agreement are for convenience only and shall not be considered as part of this Agreement or as in any way limiting or amplifying the terms and conditions hereof.

6.9 NoConflicting Obligations. Employee represents and warrants to the Company that he is not under, or bound to be under in the future, any obligation to any person, firm, or corporation that is or would be inconsistent or in conflict with this Agreement or would prevent, limit, or impair in any way the performance byhim of his obligations hereunder.

6.10 Waivers. The failure of any party to require the performance or satisfaction of any term or obligation of this Agreement, or the waiver byany party of any breach of this Agreement, shall not prevent subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach.

6.11 Notices. Anynotice given hereunder shall be in writing and delivered or mailed byregistered or certified mail, return receipt requested:

if to the Company:     Scott M. Boruff

9721 Codgill Rd., Ste. 302,

Knoxville, TN 37932

Attn: Chairman of the Board

if to the Employee:     Mr. Carl F. Giesler, Jr.

[REDACTED]

6.13 Severability. In the event that any court having jurisdiction shall determine that any restrictive covenant or other provision contained in this Agreement shall be unreasonable or unenforceable in any respect, then such covenant or other provision shall be deemed limited to the extent that such other court deems it reasonable or enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such covenant or other provision wholly unenforceable, the remaining covenants and other provisions of this Agreement shall nevertheless remain in full force and effect.

6.14 Counterparts. More than one counterpart of this Agreement may be executed by the parties hereto, and each fully executed counterpart shall be deemed an original.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed under seal and delivered as of the date first above written.

MILLER ENERGY RESOURCES, INC.

By: /s/ Scott M. Boruff            

Scott M. Boruff, Chairman of the Board

EMPLOYEE:

/s/ Carl F. Giesler, Jr.                

Carl F. Giesler, Jr.

Exhibit A

Definition of Change in Control

The occurrence of any of the following events shall constitute a Change in Control for the

purposes of this Agreement:

(a) 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")) other than Miller Energy Resources, Inc., any trustee or other fiduciary holding securities under any employee benefit plan of Miller Energy Resources, Inc., or any company owned, directly or indirectly, by the stockholders of Miller Energy Resources, Inc. in substantially the same proportions as their ownership of Miller Energy Resources, Inc. is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Miller Energy Resources, Inc. representing thirty percent (30%) or more of the combined voting power of Miller Energy Resources, Inc.'s then-outstanding securities;

(b) during any period of two (2) consecutive years (not including any period prior to the effective date of this Agreement), individuals who, at the beginning of such period, constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with Miller Energy Resources, Inc. to effect a transaction described in clause (a),(c), or (d) of this Exhibit A) whose election by the Board or nomination for election by Miller Energy Resources, Inc.'s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board;

(c) the consummation of a merger or consolidation of Miller Energy Resources, Inc. with any other corporation, other than a merger or consolidation which would result in the voting securities of Miller Energy Resources, Inc. outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of Miller Energy Resources, Inc. or such surviving entity outstanding immediately after such merger or consolidation; provided, however, that a merger or consolidation effected to implement a recapitalization of Miller Energy Resources, Inc. (or similar transaction) in which no person acquires less than thirty percent (30%) of the combined voting power of Miller Energy Resources, Inc.'s then-outstanding securities shall not constitute a Change in Control of Miller Energy Resources, Inc.; or

(d) the stockholders of Miller Energy Resources, Inc. approve a plan of complete liquidation of Miller Energy Resources, Inc. or an agreement for the sale or disposition by Miller Energy Resources, Inc. of all or substantially all of Miller Energy Resources, Inc.'s assets.

Exhibit B

I acknowledge that I have been given twenty-one (21) days to decide whether to execute this Release of Claims ("Release") and that I have been advised to consult an attorney before executing this Release. I acknowledge that I have seven (7) days from the date I executed this Release to revoke my signature. I understand that if I choose to revoke this Release, I must deliver my written revocation to Miller Energy Resources, Inc. before the end of the seven-day period.

I, for myself, my heirs, successors, and assigns, do hereby settle, waive, and release Miller Energy Resources, Inc. (the "Company") and any of its past and present officers, owners, stockholders, partners, directors, agents, employees, successors, predecessors, assigns, representatives, attorneys, divisions, subsidiaries, or affiliates from any and all claims, charges, complaints, rights, demands, actions, and causes of actions of any kind or character, in contract, tort, or otherwise, based on actions or omissions occurring in the past and/or present, and regardless of whether known or unknown to me at this time, including those not specifically mentioned in this Release. Among the rights, claims, and causes of action which I give up under this Release are those arising in connection with my employment and the termination of that employment, including, without limitation, rights or claims under federal, state, and local fair employment practice or discrimination laws (including the various Civil Rights Acts, the Age Discrimination in Employment Act, the Equal Pay Act, and the Tennessee Human Rights Act), laws pertaining to breach of employment contract, wrongful termination or other wrongful treatment, and any other laws or rights relating to my employment with the Company and the termination of that employment. I acknowledge that I am aware of my rights under the Age Discrimination in Employment Act, and that I am knowingly and voluntarily waiving and releasing any claim of age discrimination which I may have under that statute as part of this Release. This agreement does not waive or release any rights, claims, or causes of action that may arise from acts or omissions occurring after the date I execute this Release, nor does this agreement waive or release any rights, claims or causes of action relating to (a) indemnification from the Company and its affiliates with respect to my activities on behalf of the Company and its affiliates prior to my termination of employment, (b) compensation or benefits to which I am entitled under any compensation or benefits plan of the Company or its affiliates, (c) amounts to which I am entitled pursuant to the agreement to which a form of this Release of Claims was attached as Exhibit B, (d) my right to file a charge with, or participate in any investigation conducted by, any federal, state, or local agency charged with enforcing laws prohibiting employment discrimination, (e) my right to challenge the voluntary and knowing nature of this release in court or before any federal, state, or local agency charged with enforcing employment laws, or (f) any right, claim, or cause of action arising after the effective date of this Release.

EX-99.1

For Immediate Release

Miller Energy Resources Announces Changes to Its Management and Board, An Update on Its Drilling Operations and a Non-Binding Letter of Intent to Purchase Buccaneer Energy’s Alaskan Operating Assets

Knoxville, Tenn. - September 15, 2014 - Miller Energy Resources, Inc. (the “Company” or “Miller”) (NYSE: MILL) makes significant changes to senior leadership as part of a corporate shift that will include the potential MLP-monetization of its substantial midstream assets, and provides an update on drilling operations and on a non-binding letter of intent to purchase substantially all the operating assets of Buccaneer Energy in Alaska.

Board and Management Changes

Carl F. Giesler, Jr. joins Miller as Chief Executive Officer and a member of the board of directors. Scott M. Boruff is now Executive Chairman of the Company.

Mr. Giesler comes to Miller with proven experience after having served as a Managing Director of Investments for Harbinger Group, Inc. (“HGI”), where he was responsible for HGI’s oil and gas investments. At HGI, he helped found, structure and build, and served as chairman of HGI’s private majority-owned E&P MLP. Prior to joining HGI in 2011, Mr. Giesler was the oil and gas analyst for Harbinger Capital Partners LLC, an affiliate of HGI. A CFA Charter holder, Mr. Giesler graduated from Harvard Law School and the University of Virginia.

Mr. Boruff explains this move is a strategic one for the Company, “His background complements the skill set of our existing team. With Carl onboard, we will further zero-in on our operational and cost of capital improvement initiatives. We will also assess our capital deployment with a greater returns-emphasis to improve our cash flow and liquidity. These efforts, coupled with improved market communications and transparency, will help us deepen and grow our institutional investor base.”

“As we’ve noted quite a bit recently, we believe the value of our midstream infrastructure has not been fully-reflected in the Company’s share price. Carl’s experience with MLPs will help us explore options to maximize the value of and potentially monetize our substantial midstream infrastructure. While Carl will assume primary leadership responsibility, I’ll remain active in Miller’s strategic activity and help grow the value of my family’s substantial investment in the Company.”

“I’m looking forward to working with Miller’s strong team to focus on optimizing returns from its high-quality asset base and improving shareholder value,” said Mr. Giesler.

The Company also announces that Deloy Miller will retire as Chairman of the Board and resign as a director. A. Haag Sherman will join the board of directors to fill that vacancy. Mr. Sherman co-founded and served as the CEO for Salient Partners, an approximately $17 billion asset management firm. He also has substantial experience in oil and gas as an executive, a member of boards of directors, an entrepreneur and an investor.

“Deloy not only founded Miller but has been instrumental in growing the Company and positioning it for its next phase,” said Mr. Boruff. “We thank him for his long-time service and are thrilled he’ll continue to remain involved with the Company as a consultant and advisor. We welcome Haag to our board and believe his experience, connections and judgment will help us grow the Company.”

Drilling Update

Since its quarterly call last week, the Company has continued testing its latest well, RU-9. The tests have confirmed oil. While flow rates have varied preliminary results are encouraging. Upon completion of well clean-up activities and flow rate stabilization, the Company will announce well test results.

Non-Binding Letter of Intent to Purchase the Alaskan Operating Assets of Buccaneer Energy

Miller also announces it has entered into a non-binding letter of intent to buy substantially all the Alaskan operating assets Buccaneer Energy for approximately $40 to $50 million. Buccaneer Energy has approximately 1.9 MMBoe of proved reserves and produces approximately 1.7 MBoepd. The Company will fund the potential purchase with its existing facilities or other borrowings. Management believes the transaction would be accretive to both credit and cash flow per share metrics. Any binding agreement and financing would be subject to the approval of the board of directors.

About Miller Energy Resources

Miller Energy Resources, Inc. is an oil and natural gas exploration, production and drilling company operating in multiple exploration and production basins in North America. Miller’s focus is in Cook Inlet, Alaska. Miller is headquartered in Knoxville, Tennessee with offices in Anchorage, Alaska and Huntsville, Tennessee. The Company’s common stock is listed on the NYSE under the symbol MILL.

Statements Regarding Forward-Looking Information

Certain statements contained herein are forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements that are predications of or indicate future events, trends, plans or objectives. Undue reliance should not be placed on such statements because, by their nature, they are subject to known and unknown risks and uncertainties. Forward-looking statements are not guarantees of future activities and are subject to many risks and uncertainties. Due to such risks and uncertainties, actual events may differ materially from those reflected or contemplated in such forward-looking statements. Forward-looking statements can be identified by the use of the future tense or other forward-looking words such as "believe," "expect," "anticipate," "intend," "plan," "should," "may," "will," believes," "continue," "strategy," "position" or the negative of those terms or other variations of them or by comparable terminology. A discussion of these risk factors is included in the Company's periodic reports filed with the SEC.

Investor Relations Contact

Derek Gradwell

SVP Natural Resources

MZ Group North America

Phone: 512-270-6990

Email: dgradwell@mzgroup.us

Web: www.mzgroup.us