Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Glenn W. Reed will retire from Approach Resources Inc. (the "Company"), effective November 20, 2009 (the "Separation Date"). Mr. Reed currently is Vice President - Operations of the Company. In connection with Mr. Reed's retirement from the Company, the Company and Mr. Reed entered into a separation and release agreement (the "Separation Agreement") that provides Mr. Reed the payments and benefits he would have been entitled to receive under his existing employment agreement dated January 1, 2003, as amended as of December 31, 2008, including
(a) two separation payments equal to 50% and 150% of Mr. Reed's annual salary, in the amounts of $104,200 and $312,600, respectively, (b) continuation of health, dental, vision and other benefits for Mr. Reed and his immediate family until the earlier of (i) 24 months following the Separation Date or (ii) the period ending on the date Mr. Reed is no longer entitled to continuation coverage under COBRA, and (c) reimbursement for disability insurance premium payments totaling $5,868. The Separation Agreement also includes a customary release of claims by the parties and other, standard non-economic terms for the Company's benefit. Copies of Mr. Reed's employment agreement and first amendment to employment agreement were previously filed as Exhibit 10.5 to the Company's Registration Statement on Form S-1 filed July 12, 2007, and as Exhibit 10.4 to the Company's Current Report on Form 8-K filed December 31, 2008, respectively.

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