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)   July 30, 2012

MILLER ENERGY RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Tennessee	001-34732	62-1028629
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9721 Cogdill Road, Suite 302, Knoxville, TN	37932
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code (865) 223-6575

Not applicable

(Former name or former address, if changed since last report)

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):

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

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

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

¨ Pre-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 July 31, 2012, we announced the hiring of Catherine Rector as our new Vice President and Chief Accounting Officer.  Ms. Rector began her employment with us on Monday, July 30, 2012.  Ms. Rector, 49, a Certified Public Accountant has 20 years of accounting experience including experience with Sarbanes Oxley compliance, financial reporting, and public accounting.  Ms. Rector was previously the Director of Financial Reporting and Accounting Consolidations at Sitel Worldwide Corporation from 2011 – 2012, a Senior Manager with Rodefer Moss & Co, PLLC from 2009-2011, and Controller at CapStar Bank from 2007-2009.  She holds a BBA in Accounting from Middle Tennessee State University.

We entered into an employment agreement with Ms. Rector that provides for at-will employment but contains a change in control severance clause.  If either the Company or Ms. Rector terminate her employment within six months after (or in anticipation of) any Change in Control (as that term is defined in Section 280(G) of the Internal Revenue Code or a change in control that would be required to be reported in response to Item 5.01 of Form 8-K, or if any individual or entity (or group thereof) other than Ms. Rector, is or becomes the beneficial owner of securities of the Company representing greater than 50% of the combined voting power of the Company’s then outstanding voting securities), then Ms. Rector would be entitled to a lump sum payment equal to her base salary for one year, reduced to present value, as set forth in Section 280G of the Internal Revenue Code.  She will receive an annual salary of $150,000, a hiring bonus of $15,000, and will be reimbursed for her relocation expenses and temporary living expenses for up to six months as she sells her home.  She was also granted a restricted stock grant of 5,000 shares vesting over two years from her date of employment, and an option to purchase 45,000 shares of common stock, vesting over three years from her date of employment.  Ms. Rector will receive the same benefits that all of our employees receive with respect to health and life insurance.

The foregoing description of the terms and conditions of the Employment Agreement is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.45.

Item 7.01

Regulation FD disclosure.

On July 31, 2012, we issued a press release announcing the addition of Catherine Rector as Vice President and Chief Accounting Officer of the Company.  A copy of the press release is filed as Exhibit 99.1 to this report.

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, 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 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 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.	Description
10.45	Employment Agreement with Catherine Rector
99.1	Press Release Dated July 31, 2012

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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.

	MILLER ENERGY RESOURCES, INC.
Date: July 31, 2012	By:	/s/ Scott M. Boruff
		Scott M. Boruff, Chief Executive Officer

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EX-10.45

EXHIBIT 10.45

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of July 30, 2012 by and between MILLER ENERGY RESOURCES, INC., a Tennessee Corporation (the “Company”), and Catherine A. Rector (“Executive”).

Whereas, the Company wishes to enter into this Agreement in order to secure Executive’s employment for the term herein stated.

NOW, THEREFORE, in consideration of the premises, the mutual covenants and representations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Employment Period.

The Company hereby employs Executive, and Executive agrees to serve the Company under the terms of this Agreement, on an “at will” basis, except as otherwise provided herein, commencing as of the date of this Agreement (the “Commencement Date” and the period of the Executive’s employment hereunder being the “Term” or “Employment Period”).  Employment on an “at will” basis, means that either party hereto may terminate this agreement at any time upon notice to the other party, provided, however, that the Executive’s employment status may not be terminated in connection with a Change of Control except as provided in Section 4 below.

2. Duties and Status.

The Company hereby engages Executive as Vice President and Chief Accounting Officer on the terms and conditions set forth in this Agreement. During the Employment Period, Executive shall report directly to the Chief Financial Officer (“CFO”) of the Company, or in the absence of such an officer, to the acting CFO.  Executive shall exercise such authority, perform such executive duties and functions and discharge such executive responsibilities as are reasonably associated with Executive’s position, consistent with the responsibilities assigned to officers of companies comparable to the Company, commensurate with the authority vested in Executive pursuant to this Agreement and consistent with the charter and bylaws of the Company. Without limiting the generality of the foregoing, Executive shall undertake her duties in a manner consistent with the best interests of the Company and its subsidiaries and shall perform her duties to the best of her ability and in a diligent and proper manner. Executive shall perform all duties, services and responsibilities in accordance with the guidelines, policies and procedures established by the Company’s Board of Directors, from time to time. Executive further agrees to devote her entire business time, attention, full skill and best efforts to the interests and business of the Company. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (i) serve on corporate (subject to approval of the Company’s Chief Executive Officer), civic or charitable boards or committees or (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions.  Executive agrees to maintain her status as a certified public accountant throughout the Employment Period.

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3. Compensation; Benefits and Expenses.

(a)

Salary and Starting Bonus. The Company shall pay to Executive, as compensation for the performance of her duties and obligations under this Agreement, a base salary at the rate of $150,000 per annum during the Employment Period, payable in accordance with the normal payroll practices of the Company for its executive officers. Executive’s base salary shall be subject to review each calendar year and may be increased by the Company or, if applicable, the Compensation Committee of the Board of Directors (the initial base salary, subject to such raises or adjustments, being the “Base Salary”).  

In addition, the Company agrees to pay the Executive, as a starting bonus, an additional $5,000 on each of (i) the Commencement Date, (ii) on the first business day of the first full calendar month following the Commencement Date and (iii) on the first business day of the second full calendar month following the Commencement Date.

(b)

Restricted Stock and Stock Options Grant.  Subject to the approval of the Compensation Committee of the Board of Directors, Executive shall receive (i) 5,000 shares of the Company’s common stock (the “Stock”) and (ii) an option to purchase up to 45,000 common shares in Miller (the “Option”), at a strike price per share equal to the fair market value of a single share of the Company’s common stock (at the close of trading on the NYSE) on the later of (A) the Commencement Date (or if the Commencement Date is not a business day, the business day following to the Commencement Date) or (B) the date the Compensation Committee approves the grant of the option (the “Option Determination Date”).  

The Stock shall vest in the Executive in equal annual installments over two years, beginning on the Commencement Date. The Option shall vest in the Executive in equal annual installments over three years, beginning on the Commencement Date. The option will further be subject to the terms and conditions applicable to options under the Stock Plan in effect for the Company on the date of this Agreement as well as the applicable stock option agreement which will be provided to the Executive promptly following the Option Determination Date.

The Stock and the shares callable under the terms of the Option shall be, at the time of such grant, unregistered securities under the Securities Act of 1933.  Although the Company may file registration statements with respect to such shares, there can be no guaranty that it will do so or that such a filing would be accepted by the Securities and Exchange Commission.

(c)

Other Incentives.  Executive shall be eligible to receive an annual bonus and/or additional stock option grants based upon the Company’s achievement of budgetary and other objectives set by the Compensation Committee of the Board during or before the first quarter of each fiscal year and agreed upon by Executive and the Company in good faith.

(c)

Withholding of Taxes. All payments required to be made by the Company to Executive 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.

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(d)

Vacation and Sick Leave. Executive shall be entitled to vacation time for each calendar year and such paid sick leave as is in accordance with the normal Company policies and practices in effect from time to time for senior executives but in no event less than four (4) weeks of vacation and ten (10) days of paid sick leave; provided, however, that unless otherwise approved in writing by the CFO, no more than two weeks of such vacation time may be used consecutively, and provided, further, that any accrued but unused vacation time and paid sick leave over and above four (4)  weeks and ten (10) days, respectively, shall be forfeited unless otherwise agreed to in writing by the Company and Executive.

(e)

Other Benefits. During the Employment Period, Executive shall be entitled to participate in the employee benefit plans, programs and arrangements of the Company in effect during the Employment Period which are generally available to senior executives of the Company (including, without limitation, if available, group medical insurance plans, life insurance, 401(k) and short and long-term disability plans, subject to and on a basis consistent with the terms, conditions and overall administration of such plans, programs and arrangements. However, nothing herein shall be construed as limiting the Company’s right to alter, amend or terminate any employee benefit plan it currently has in effect.

(f)

Reimbursement for Professional Expenses.  The Executive shall be entitled to reimbursement for all reasonable direct expenses incurred in obtaining and maintaining the Executive’s license as a CPA, provided that the Executive properly accounts therefor.

(g)

Expenses. In addition to any amounts payable to Executive pursuant to this Section 3, the Company shall reimburse Executive, upon production of accounts and vouchers or other reasonable evidence of payment by Executive, all in accordance with the Company’s regular procedures in effect from time to time, all reasonable and ordinary expenses as shall have been incurred by her in the performance of her duties hereunder or other expenses agreed upon in writing by the Company and Executive. For the avoidance of doubt, (i) this provision shall apply to reimbursements incurred prior to the start of the Commencement Date incurred at the direction of the CFO, as well as to reimbursements for amounts incurred after such date and (ii) this provision shall apply to all reasonable (A) relocation and moving costs incurred in the Executive’s relocation to the Knoxville, Tennessee, area and (B) the temporary housing or lodging expenses incurred by the Executive upon such relocation until the earlier of the date which is six (6) months after the Commencement Date or the date on which the Executive closes the sale of her present residence in Gallatin Tennessee (and Executive hereby agrees to promptly inform the Company of the sale of such residence) .

4. Change of Control.  

Either the Company or the Executive may terminate this Agreement at any time whatever reason it or she deems appropriate; provided, however, that in the event (i) the Company shall terminate Executive within six months after (or in anticipation of) any Change of Control (as defined below) or (ii) Executive shall resign within six months after any Change of Control, then Executive will receive, on or before the final payroll date on which she is to receive her last payment of salary hereunder, a lump sum equal to the Base Salary for the period starting on the first day following the end of the Employment Period and ending one (1) year after the date of such Change of Control, at the rate in effect on the last day of the Term, reduced to present value, as set forth in

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Section 280G of the Internal Revenue Code.  All of Executive’s options not issued under any Stock Plan shall become immediately vested and exercisable on the date of notice of such termination or resignation.  Any options issued pursuant to any Stock Plan shall be governed by the provisions thereof.

For purposes hereof, a “Change in Control” means a change in control (a) as set forth in Section 280G of the Internal Revenue Code or (b) of a nature that would be required to be reported in response to Item 5.01 of the current report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”); provided that, without limitation, such a change in control shall be deemed to have occurred at such time as: any individual or entity (or group thereof), other than Executive, is or becomes the beneficial owner of securities of the Company representing greater than 50% of the combined voting power of the Company’s then outstanding voting securities.

Except for the obligations of the Company provided by this Agreement and by operation of applicable law, the Company shall have no further obligations to Executive upon her termination of employment.

6.

Compliance with IRC Section 409A.  

(a)

The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder (collectively “Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith.  If Executive notifies the Company (with reasonable specificity as to the reason therefor) that Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause Executive to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with Executive, reform such provision to attempt to comply with Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit/burden to Executive and the Company of the applicable provision without violating the provisions of Section 409A.

(b)

A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation of service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.”  If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment or the provision of any benefit that is specified as subject to this Section or that is otherwise considered deferred compensation under Section 409A payable on account of a “separation from service,” and that is not exempt from Section 409A as involuntary separation pay or a short-term deferral (or otherwise), such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of Executive, and (ii)

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the date of Executive’s death (the “Delay Period”).  Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 6(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(c)

With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii)  the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred.

(d)

Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

7. Indemnity.

The Company shall, during Executive’s employment with the Company and thereafter, indemnify Executive to the fullest extent permitted by law and by its charter and bylaws and shall assure that Executive is covered by the Company’s D&O insurance policies, if available, and any other insurance policies that protect employees as in effect from time to time. Such insurance policies shall be with providers, and provide for coverage in amounts, customary and reasonable within the industry in which the Company operates.  

8. Restrictive Covenants.

(a)

Proprietary Information.

(i)

Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning the business or financial affairs of the Company or any Affiliates (as defined in Section 8(f) below) is and shall be the exclusive property of the Company or any Affiliates. Such information and know-how shall include, but not be limited to, inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, developments, plans, research data, clinical data, financial data, personnel data, computer programs, customer and supplier lists, client lists, business plans, operational methods, pricing policies, marketing plans, sales plans, identity of suppliers or vendors, trading positions, sales, profits or other financial or business information, in each case of or relating to the business of the Company or any Affiliates (collectively, “Proprietary Information”). Except in connection with, and on a basis consistent with, the performance of her duties

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hereunder, Executive shall not disclose any Proprietary Information to others outside the Company or any Affiliates or use the same for any unauthorized purposes without written approval by the Board, either during or at any time after the Employment Period.

(ii)

Executive agrees that all files, letters, memoranda, reports, records, data, sketches, drawings, laboratory notebooks, program listings, customer lists, customer solicitations or other written, photographic, or other tangible material containing Proprietary Information, whether created by Executive or others, which shall come into her custody or possession, shall be and are the exclusive property of the Company or any Affiliates to be used by Executive only in the performance of her duties for the Company.

(iii)

Executive agrees that her obligation not to disclose or use information, know-how and records of the types set forth in paragraphs (i) and (ii) above, also extends to such types of information, know-how, records and tangible property of customers of the Company or any Affiliates or suppliers to the Company or any Affiliates or other third parties who may have disclosed or entrusted the same to the Company or any Affiliates or to Executive in the course of the Company’s business.

(iv)

Notwithstanding the foregoing, Proprietary Information shall not include information which (A) is or becomes generally available or known to the public, other than as a result of any disclosure by Executive in violation hereof; or (B) is or becomes available to Executive on a non-confidential basis from any source other than the Company, other than any such source that is prohibited by a legal, contractual, or fiduciary obligation to the Company from disclosing such information.

(v)

In the event that Executive is requested pursuant to, or becomes compelled by, any applicable law, regulation, or legal process to disclose any Proprietary Information, Executive shall provide the Company with prompt written notice thereof so that the Company may seek a protective order or other appropriate remedy or, in the Company’s sole and absolute discretion, waive compliance with the terms hereof. In the event that no such protective order or other remedy is obtained, or the Company waives compliance with the terms hereof, Executive shall furnish only that portion of such Proprietary Information which Executive is advised by counsel in writing is legally required. Executive will cooperate with the Company, at the Company’s sole cost and expense, in its efforts to obtain reliable assurance that confidential treatment will be accorded such Proprietary Information.

(b)

Developments.

(i)

Executive shall make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software, and works of authorship, whether patentable or not, which are created, made, conceived or reduced to practice by Executive or under her direction or jointly with others during the Employment Period, whether or not during normal working hours or on the premises of the Company or any Affiliates (collectively, “Developments”), other than such

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Developments which do not reasonably arise from or relate to the duties, services or obligations of the Executive to the Company hereunder (the “Excluded Developments”). Promptly upon request of the Executive, the Company agrees to issue a written release of any and all Excluded Developments. Materials in the possession of the Company shall be deemed adequately disclosed for purposes of this Agreement, without further action by the Executive, including materials included in the Company’s files or recorded on the Company’s databases.

(ii)

Executive agrees to assign and does hereby assign to the Company (or any entity designated by the Company) all of her right, title and interest in and to all Developments (other than any Excluded Developments) and all related patents, patent applications, copyrights, copyright applications, trademark and trademark applications.

(iii)

Executive agrees to cooperate fully with the Company or any Affiliates, both during and after the Employment Period, with respect to the procurement, maintenance and enforcement of copyrights and patents (both in the United States and foreign countries) relating to Developments (other than Excluded Developments).  Executive shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignment of priority rights, and powers of attorney, which the Company or any Affiliates may deem necessary or desirable in order to protect their rights and interests in any Development in which the Company has an interest.

(c)

Other Agreements. Executive represents that her performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement (i) to keep in confidence proprietary information, knowledge or data acquired by him in confidence or in trust prior to her employment with the Company, (ii) to refrain from competing, directly or indirectly, with the business of her previous employer or any other party, and (iii) to refrain from soliciting the employment of any employees of any previous employer or any other party.

(d)

Non-Solicitation. During any period of Executive’s employment hereunder and for a period of one (1) year thereafter, Executive shall not, without the written consent of the Company: (i) solicit any employee of the Company or any Affiliates to terminate his or her employment, or (ii) solicit any customers, partners, resellers, vendors or suppliers of the Company on behalf of any individual or entity other than the Company or its Affiliates.

(e)

Enforcement. The Executive acknowledges and agrees that the Company's remedy at law for a breach or threatened breach of any of the provisions of Section 8(a) or (b) herein would be inadequate and a breach thereof will cause irreparable harm to the Company.  In recognition of this fact, in the event of a breach by the Executive of any of the provisions of Section 8(a) or (b), the Executive agrees that, in addition to any remedy at law available to the Company, including, but not limited to monetary damages, all rights of the Executive to payment or otherwise under this Agreement and all amounts then or thereafter due to the Executive from the Company under this Agreement may be terminated and the Company, without posting any bond, shall be entitled to obtain, and the Executive agrees not to oppose the Company's request for equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available to the Company.

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The Executive acknowledges that the granting of a temporary injunction, temporary restraining order or permanent injunction merely prohibiting the use of Proprietary Information would not be an adequate remedy upon breach or threatened breach of Section 8(a) or (b) and consequently agrees, upon proof of any such breach, to the granting of injunctive relief prohibiting any form of competition with the Company.  Nothing herein contained shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach.

(f)

Affiliates. For purposes of this Agreement, “Affiliates” shall mean any individuals or entities that directly or indirectly, through one or more intermediaries, controls, are controlled by or are under common control with the Company. For purposes of this definition, “control” means the power to direct the management and policies of another, whether through the ownership of voting securities, by contract or otherwise.

9. Notices.

Any notice or other communication required or permitted to be given to any party hereunder shall be in writing and shall be given to such party at such party’s address set forth below or such other address as such party may hereafter specify by notice in writing to the other party. Any such notice or other communication shall be addressed as aforesaid and given by (a) certified mail, return receipt requested, with first class postage prepaid, (b) hand delivery, or (c) reputable overnight courier. Any notice or other communication will be deemed to have been duly given (i) on the fifth day after mailing, provided receipt of delivery is confirmed, if mailed by certified mail, return receipt requested, with first class postage prepaid, (ii) on the date of service if served personally or (iii) on the business day after delivery to an overnight courier service, provided receipt of delivery has been confirmed:

If to the Company, to:

Miller Energy Resources, Inc.

9721 Cogdill Road, Suite 302

Knoxville, TN  37932

Attention: Chief Financial Officer

With a copy to: Anna East Corcoran, Assistant General Counsel

If to Executive, as follows:

Catherine A Rector

[HOME ADDRESS];

provided that it is anticipated that the Executive will relocate from the address above to one within Knoxville, Tennessee area.  Subsequent to such relocation, all notices shall be sent to the address on file with the Company for the Executive.

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10. Non-Assignment; Successors.

Neither party hereto may assign its or her or its rights or delegate its or her duties under this Agreement without the prior written consent of the other party, provided that, the Company may assign its rights hereunder to any Affiliate or successor entity.

11. Entire Agreement.

This Agreement constitutes the entire agreement by the Company and Executive with respect to the subject matter hereof and supersedes any and all prior agreements or understandings between Executive and the Company with respect to the subject matter hereof, whether written or oral.  

12. Amendment and Waiver.

Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively, and either for a specified period of time or indefinitely), only by the written consent of both parties hereto. Any agreement on the part of a party to any extension or waiver shall only be valid if set forth in an instrument in writing signed on behalf of such party. Any such waiver or extension shall not operate as waiver or extension of any other subsequent condition or obligation.

13. Unenforceability, Severability.

Each provision in this Agreement is a separate agreement.  If any provision of this Agreement is found to be void or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same force and effect as though the unenforceable part had been severed and deleted.

14. Specific Performance.

The parties hereto agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity.

15. Governing Law.

This Agreement shall be construed, interpreted and enforced in accordance with, and shall be governed by, the laws of the State of Tennessee applicable to contracts made and to be performed wholly therein without giving effect to principles of conflicts or choice of laws thereof.

16. Jurisdiction.

Each of the parties hereto hereby irrevocably consents and submits to the exclusive jurisdiction of the state and federal courts located in Knox County, Tennessee in connection with any proceeding arising out of or relating to this Agreement or the transactions contemplated hereby and

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waives any objection to venue in Knox County, Tennessee. In addition, each of the parties hereto hereby waives trial by jury in connection with any claim or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

17. Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

18. Advice of Counsel.  

Each party acknowledges that, in executing this Agreement, such party has had the opportunity to seek the advice of independent legal counsel, and has read and understood all of the terms and provisions of this Agreement.  This Agreement shall not be construed against any Party by reason of the drafting of preparation thereof.

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

MILLER ENERGY RESOURCES, INC.

EXECUTIVE

By:

/s/ Scott M. Boruff______________

/s/ Catherine A. Rector__________

Scott M. Boruff

Catherine A Rector, Individually

Its: Chief Executive Officer

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EX-99.1

Exhibit 99.1

For immediate release

MILLER ENERGY RESOURCES HIRES CATHERINE RECTOR

AS CHIEF ACCOUNTING OFFICER

___________________________________________

Seasoned Accountant Brings 20 Years Experience to Miller

KNOXVILLE, Tenn. – (July 31, 2012) – Miller Energy Resources (“Miller”) (NYSE: MILL) announced today that it has hired Catherine Rector as its new Vice President and Chief Accounting Officer.  She is a Certified Public Accountant and has 20 years of experience in accounting, including Sarbanes Oxley compliance and public accounting.

Ms. Rector was tapped to lead Miller’s financial reporting team from Sitel Worldwide Corporation, where she served as the Director of Financial Reporting and Accounting Consolidations and coordinated financial operations between 26 global finance offices.  During Ms. Rector’s tenure there, the company successfully became SOX compliant and went public as a debt registrant.  Prior to her work at Sitel, Ms. Rector worked as a Senior Manager in the audit practice at Rodefer Moss & Co, PLLC, as Controller at CapStar Bank, and also had her own private CPA practice for several years.  She holds a BBA in Accounting from Middle Tennessee State University.

“We are thrilled to welcome Catherine Rector to the Miller Team,” said Scott M. Boruff, Miller CEO. “After consultation with our auditors, we have made strengthening our accounting, internal controls, and financial reporting capabilities one of Miller’s highest priorities.  As we aggressively ramp up production through the re-works of several wells on the Osprey platform with Rig 35, having the right people in place for our reporting will be crucial.  We believe that hiring Catherine to lead this process, along with the pending hire of two additional accountants, will allow us to stay on top of and continue to improve the timeliness and accuracy of our financial reporting, and result in increased value for our shareholders.”

About Miller Energy Resources

Miller Energy Resources, Inc. is a high growth 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 and in the heart of Tennessee's prolific and hydrocarbon-rich Appalachian Basin including the Chattanooga Shale.  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 in this press release and elsewhere by Miller Energy Resources¸ Inc. are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements involve the implied assessment that the resources described can be profitably produced in the future, based on certain estimates and assumptions.  Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those anticipated by Miller Energy Resources, Inc. and described in the forward-looking statements.  These risks, uncertainties and other factors include, but are not limited to, the potential for Miller Energy to experience additional operating losses; high debt costs under its existing senior credit facility; potential limitations imposed by debt covenants under its senior credit facility on its growth and ability to meet business objectives; the need to enhance management, systems, accounting, controls and reporting performance; uncertainties related to deficiencies identified by the SEC in certain Forms 8-K filed in 2010 and the Form 10-K for 2011; litigation risks; its ability to perform under the terms of its oil and gas leases, and exploration licenses with the Alaska DNR, including meeting the funding or work commitments of those agreements; its ability to successfully acquire, integrate and exploit new productive assets in the future; its ability to recover proved undeveloped reserves and convert probable and possible reserves to proved reserves; risks associated with the hedging of commodity prices; its dependence on third party transportation facilities; concentration risk in the market for the oil we produce in Alaska;  the impact of natural disasters on its Cook Inlet Basin operations; adverse effects of the national and global economic downturns on our profitability; the imprecise nature of its reserve estimates; drilling risks; fluctuating oil and gas prices and the impact on results from operations; the need to discover or acquire new reserves in the future to avoid declines in production; differences between the present value of cash flows from proved reserves and the market value of those reserves; the existence within the industry of risks that may be uninsurable; constraints on production and costs of compliance that may arise from current and future environmental, FERC and other statutes, rules and regulations at the state and federal level; the impact that future legislation could have on access to tax incentives currently enjoyed by Miller; that no dividends may be paid on its common stock for some time; cashless exercise provisions of outstanding warrants; market overhang related to restricted securities and outstanding options, and warrants; the impact of non-cash gains and losses from derivative accounting on future financial results; and risks to non-affiliate shareholders arising from the substantial ownership positions of affiliates.  Additional information on these and other factors, which could affect Miller’s operations or financial results, are included in Miller Energy Resources, Inc.’s reports on file with United States Securities and Exchange Commission including its Annual Report on Form 10-K, as amended, for the fiscal year ended April 30, 2011.  Miller Energy Resources, Inc.’s actual results could differ materially from those anticipated in these forward- looking statements as a result of a variety of factors, including those discussed in its periodic reports that are filed with the Securities and Exchange Commission and available on its Web site (www.sec.gov).  All forward-looking statements attributable to Miller Energy Resources or to persons acting on its behalf are expressly qualified in their entirety by these factors.  Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release.  We assume no obligation to update forward-looking statements should circumstances or management's estimates or opinions change unless otherwise required under securities law.

For more information, please contact the following:

Robert L. Gaylor

SVP Investor Relations

Miller Energy Resources, Inc.

9721 Cogdill Road, Suite 302

Knoxville, TN  37932

Phone: (865) 223-6575

Fax: (865) 691-8209

bobby@millerenergyresources.com

Web Site: http://www.millerenergyresources.com

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