Common use of Severance Amount Clause in Contracts

Severance Amount. If the Company is required to pay Executive severance by the express terms of Section 7(a) or 7(b), the Company shall pay Executive the following as severance: (1) Executive's Base Salary at the highest rate in effect prior to the Termination Date as salary continuation for a period of eighteen months commencing on the date on which Executive's employment with the Company is terminated (the "TERMINATION DATE") (the "SEVERANCE PERIOD"), payable in equal monthly installments pursuant to the Company's customary payroll practices for executive salaries; provided, however, that, at the option of the Company, the amounts payable under this Section 7(c) may be paid by the Company in one lump sum. (2) Executive, Executive's spouse, and Executive's dependents will continue to be eligible for coverage under the Company's group health plan or any successor plan on the same basis as active executive employees of the Company, their spouses, and their dependents for the duration of the Severance Period. If and when group health coverage under another employer's plan is made available to Executive, Executive's spouse, or Executive's dependents, the Company's obligations under this paragraph will cease with respect to each person to whom such coverage is made available, notwithstanding that such person may not in fact become covered under such other employer's plan. Executive's portion of the premium for such coverage shall be withheld from the salary continuation payments described in paragraph (1) immediately above or, if salary continuation has been paid in a lump sum, Executive shall reimburse the Company for Executive's portion of the premium on a monthly basis. (3) An amount equal to the sum of amounts paid or payable to Executive as bonuses by the Company for the year prior to the year in which the Termination Date occurs. This amount will be payable in one lump sum, to Executive within 30 days after the end of the Severance Period. (4) Executive shall become 100% vested in all of the shares of restricted stock granted to Executive under the Mariner Energy, Inc. Equity Participation Plan to the extent Executive is less than 100% vested in such shares as of the Termination Date. (5) Executive shall become 50% vested in all of the rights and interests granted to Executive under the Company's stock and other equity plans (other than the Mariner Energy, Inc. Equity Participation Plan), including without limitation any stock options, restricted stock, restricted stock units, performance units, and/or performance shares to the extent Executive is less than 50% vested in such award as of the Termination Date. (6) Notwithstanding any other provision hereof, if the Company incurs an obligation to pay severance under this Section 7(c) in connection with the termination of Executive's employment after the consummation of an initial public offering by the Company, then, subject to Section 7(h), Executive shall be entitled to receive the amounts specified in Section 8(a) in lieu of the amounts specified in Sections 7(c)(1) and 7(c)(3). (7) Payments under this Section 7(c) shall be in lieu of any severance benefits otherwise due to Executive under any severance pay plan or program maintained by the Company that covers its employees or executives generally. If Executive receives payment under Section 8(a), payments otherwise payable under Section 7(c)(1) shall terminate.

Severance Amount. If the Company is required to pay Executive severance by the express terms of Section Sections 7(a) or 7(b), the Company shall pay Executive the following as severance: (1i) Executive's ’s Base Salary at the highest rate in effect immediately prior to the Termination Date (without any reduction thereof that constitutes Good Reason) as salary continuation for a period ending on the earliest to occur of eighteen (A) 24 months commencing on following the date on which this Agreement and Executive's ’s employment with the Company and its Affiliates is terminated (the "TERMINATION DATE"“Termination Date”), (B) in the event a Liquidation Event occurs on or within the first 12 months following the Termination Date, 12 months following such Liquidation Event, or (C) the "SEVERANCE PERIOD"date on which Executive accepts an offer of employment on a substantially full-time basis or is otherwise engaged in a business venture or ventures (other than personal passive investing) on a substantially full-time basis (as applicable, the “Severance Period”), payable in substantially equal monthly installments pursuant to the Company's ’s customary payroll practices for executive salaries; provided, however, that, at the option . (ii) If Executive or any of the Company, the amounts payable under this Section 7(c) may be paid Executive’s dependents was participating in any group health plans maintained by the Company in one lump sum. (2) Executive, Executive's spouse, and Executive's dependents will continue to be eligible for coverage under the Company's group health plan or any successor plan on the same basis Parent as active executive employees of the CompanyTermination Date (the “Company Group Health Plans”), their spouses, and their dependents the Company shall reimburse Executive every 30 days for the duration of the Severance PeriodPeriod an amount equal to the employer contribution, determined as of the Termination Date, for coverage under such Company Group Health Plans for the type and level of post-termination coverage elected by Executive and his dependents under such Company Group Health Plans (as described below), provided: (A) Executive and, if applicable, his dependents are qualified to elect and/or receive continuation coverage under the Company Group Health Plans after the Termination Date pursuant to any applicable state or federal continuation coverage law, including COBRA; (B) Executive (and, if applicable, his dependents) makes the appropriate timely written election to continue coverage under any of the Company Group Health Plans; and (C) the applicable Company Group Health Plan continues in effect. If an applicable Company Group Health Plan does not continue in effect for any portion of the Severance Period, the requirements of (A), (B) and (C) shall not be applicable and the Company shall pay to Executive every 30 days for the remainder of the Severance Period, an amount equal to the employer contribution, determined immediately prior to termination of the applicable Group Health Plan for coverage under such Company Group Health Plans for the type and level of coverage applicable to Executive and his dependents under such terminated Company Group Health Plans. The Company’s obligations under this paragraph will cease if and when group health coverage under another employer's ’s plan of Executive is made available to Executive, Executive's spouse, or Executive's dependents, the Company's obligations under this paragraph will cease with respect to each person to whom such coverage is made available, notwithstanding that Executive or such person dependent may not in fact become covered under such other employer's ’s plan. Executive agrees to deliver prompt notice to the Company upon the availability of such group health coverage. In addition, Executive agrees and understands that the election of such continuation coverage and the payment of any premium due with respect to such continuation coverage will remain Executive's ’s sole responsibility, and the Company will assume no obligation for payment of any such premium relating to continuation coverage. (iii) Notwithstanding the foregoing and provided that the Release has become effective and irrevocable prior to such time, payments under this Section 7(g) shall commence on the 60th day following the Termination Date and the portion of the premium for such coverage payments that would otherwise have been paid prior to such date shall be withheld from accumulated and paid to Executive without interest on such date. If the salary continuation payments described in paragraph (1) immediately above or, if salary continuation Release has been paid in a lump sumnot become effective and irrevocable on or prior to the 60th day following the Termination Date, Executive shall reimburse the Company for Executive's portion of the premium on a monthly basis. (3) An amount equal not be entitled to the sum of amounts paid or payable to Executive as bonuses by the Company for the year prior to the year in which the Termination Date occurs. This amount will be payable in one lump sum, to Executive within 30 days after the end of the Severance Period. (4) Executive shall become 100% vested in all of the shares of restricted stock granted to Executive under the Mariner Energy, Inc. Equity Participation Plan to the extent Executive is less than 100% vested in such shares as of the Termination Date. (5) Executive shall become 50% vested in all of the rights and interests granted to Executive under the Company's stock and other equity plans (other than the Mariner Energy, Inc. Equity Participation Plan), including without limitation any stock options, restricted stock, restricted stock units, performance units, and/or performance shares to the extent Executive is less than 50% vested in such award as of the Termination Date. (6) Notwithstanding any other provision hereof, if the Company incurs an obligation to pay severance payments under this Section 7(c) in connection with the termination of Executive's employment after the consummation of an initial public offering by the Company, then, subject to Section 7(h), Executive shall be entitled to receive the amounts specified in Section 8(a) in lieu of the amounts specified in Sections 7(c)(1) and 7(c)(3). (7) . Payments under this Section 7(c) shall be in lieu of any severance benefits otherwise due to Executive under any severance pay plan or program maintained by the Company that covers its employees or executives generally. If Executive receives payment under Section 8(a), payments otherwise payable under Section 7(c)(1) shall terminate.

Severance Amount. If the Company is required to pay Executive Employee severance by the express terms of Section 7(a) or 7(b), the Company Employee shall pay Executive be entitled to receive the following as severance: (1i) Executive's a lump-sum amount equal to two times the sum of Employee’s Base Salary at the highest rate in effect prior to and Target Annual Bonus as of the Termination Date as salary continuation for a period of eighteen months commencing Date, which amount shall be paid on the date on which Executive's employment with that is sixty days following the Company is terminated (the "TERMINATION DATE") (the "SEVERANCE PERIOD"), payable in equal monthly installments pursuant to the Company's customary payroll practices for executive salaries; provided, however, that, at the option of the Company, the amounts payable under this Section 7(c) may be paid by the Company in one lump sum.Termination Date; (2ii) Executive, Executive's spouse, and Executive's dependents will continue to be eligible for coverage under the Company's group health plan or any successor plan on the same basis as active executive employees of the Company, their spouses, and their dependents for the duration of the Severance Period. If and when group health coverage under another employer's plan is made available to Executive, Executive's spouse, or Executive's dependents, the Company's obligations under this paragraph will cease with respect to each person to whom such coverage is made available, notwithstanding that such person may not in fact become covered under such other employer's plan. Executive's portion of the premium for such coverage shall be withheld from the salary continuation payments described in paragraph (1) immediately above or, if salary continuation has been paid in a lump sum, Executive shall reimburse the Company for Executive's portion of the premium on a monthly basis. (3) An lump-sum amount equal to the sum of amounts paid or payable to Executive as bonuses by the Company Employee’s target bonus amount for the year prior to the year in which the Termination Date occurs. This amount will be payable , determined as if Employee had continued in one lump sum, to Executive within 30 days after employment until the end of such fiscal year and as if the Severance Period. (4) Executive shall become 100% vested in Company and Employee had fully met all performance targets and goals, prorated by multiplying the full bonus amount by a fraction, the numerator of which is the number of days of the shares year prior to and including the Termination Date and the denominator of restricted stock granted to Executive under the Mariner Energywhich is 365, Inc. Equity Participation Plan to the extent Executive is less than 100% vested which lump-sum amount shall be paid as promptly as practicable, and in such shares as any event within 10 days of the Termination Date.; and (5iii) Executive for a period of 24 months after the Termination Date, the basic life insurance, medical and dental benefits, at Company expense, which were being provided to Employee immediately prior to the Termination Date. The benefits provided in this Section 7(b)(iii) shall become 50% vested be no less favorable to Employee, in all terms of amounts and deductibles and costs to him or her, than the rights and interests granted to Executive coverage provided Employee under the plans providing such benefits at the time Notice of Termination is given. The Company's stock and other equity plans (other than ’s obligation hereunder to provide the Mariner Energy, Inc. Equity Participation Plan), including without limitation any stock options, restricted stock, restricted stock units, performance units, and/or performance shares foregoing benefits shall terminate to the extent Executive is less than 50% vested Employee obtains replacement coverage under a subsequent employer’s benefit plans at an equal or higher level. Nothing in such award as of the Termination Date. (6this Section 7(b)(iii) Notwithstanding any other provision hereof, if shall require the Company incurs an or any of its Affiliates to be responsible for, or have any liability or obligation with respect to, any additional income tax payable by Employee attributable to pay severance the benefits provided under this Section 7(c) in connection with the termination of Executive's employment after the consummation of an initial public offering by the Company, then, subject to Section 7(h7(b)(iii), Executive shall be entitled to receive the amounts specified in Section 8(a) in lieu of the amounts specified in Sections 7(c)(1) and 7(c)(3). (7) Payments . Any payments paid under this Section 7(c7(b) shall be in lieu of any severance benefits otherwise due to Executive Employee under any severance pay plan or program maintained by the Company that covers its employees or executives Employees generally. If Executive receives payment under Section 8(a); provided, payments otherwise payable under Section 7(c)(1) however, the effects of any termination of Employee’s employment with the Company on the Management Incentive Units shall terminatebe as provided in the Employee Holdings LLC Agreement.

Severance Amount. If the Company is required to pay Executive severance by the express terms of Section 7(a) or 7(b), the Company shall pay Executive the following as severance: (1) Executive's ’s Base Salary at the highest rate in effect prior to the Termination Date as salary continuation for a period of eighteen months commencing on the date on which Executive's ’s employment with the Company is terminated (the "TERMINATION DATE"“Termination Date”) (the "SEVERANCE PERIOD"“Severance Period”), payable in equal monthly installments pursuant to the Company's ’s customary payroll practices for executive salaries; provided, however, that, at the option of the Company, the amounts payable under this Section 7(c) may be paid by the Company in one lump sum. (2) Executive, Executive's ’s spouse, and Executive's ’s dependents will continue to be eligible for coverage under the Company's ’s group health plan or any successor plan on the same basis as active executive employees of the Company, their spouses, and their dependents for the duration of the Severance Period. If and when group health coverage under another employer's ’s plan is made available to Executive, Executive's ’s spouse, or Executive's ’s dependents, the Company's ’s obligations under this paragraph will cease with respect to each person to whom such coverage is made available, notwithstanding that such person may not in fact become covered under such other employer's ’s plan. Executive's ’s portion of the premium for such coverage shall be withheld from the salary continuation payments described in paragraph (1) immediately above or, if salary continuation has been paid in a lump sum, Executive shall reimburse the Company for Executive's ’s portion of the premium on a monthly basis. (3) An amount equal to the sum of amounts paid or payable to Executive as bonuses by the Company for the year prior to the year in which the Termination Date occurs. This amount will be payable in one lump sum, to Executive within 30 days after the end of the Severance Period. (4) Executive shall become 100% vested in all of the shares of restricted stock granted to Executive under the Mariner Energy, Inc. Equity Participation Plan to the extent Executive is less than 100% vested in such shares as of the Termination Date. (5) Executive shall become 50% vested in all of the rights and interests granted to Executive under the Company's ’s stock and other equity plans (other than the Mariner Energy, Inc. Equity Participation Plan), including without limitation any stock options, restricted stock, restricted stock units, performance units, and/or performance shares to the extent Executive is less than 50% vested in such award as of the Termination Date. (6) Notwithstanding any other provision hereof, if the Company incurs an obligation to pay severance under this Section 7(c) in connection with the termination of Executive's ’s employment after the consummation of an initial public offering by the Company, then, subject to Section 7(h), Executive shall be entitled to receive the amounts specified in Section 8(a) in lieu of the amounts specified in Sections 7(c)(1) and 7(c)(3). (7) Payments under this Section 7(c) shall be in lieu of any severance benefits otherwise due to Executive under any severance pay plan or program maintained by the Company that covers its employees or executives generally. If Executive receives payment under Section 8(a), payments otherwise payable under Section 7(c)(1) shall terminate.

Severance Amount. If the Company is required to pay Executive severance by the express terms of Section 7(a) or 7(b), the Company shall pay Executive the following as severance: (1) Executive's Base Salary at the highest rate in effect prior to the Termination Date as salary continuation for a period of eighteen months two years commencing on the date on which Executive's employment with the Company is terminated (the "TERMINATION DATE") (the "SEVERANCE PERIOD"), payable in equal monthly installments pursuant to the Company's customary payroll practices for executive salaries; provided, however, that, at the option of the Company, the amounts payable under this Section 7(c) may be paid by the Company in one lump sum. (2) Executive, Executive's spouse, and Executive's dependents will continue to be eligible for coverage under the Company's group health plan or any successor plan on the same basis as active executive employees of the Company, their spouses, and their dependents for the duration of the Severance Period. If and when group health coverage under another employer's plan is made available to Executive, Executive's spouse, or Executive's dependents, the Company's obligations under this paragraph will cease with respect to each person to whom such coverage is made available, notwithstanding that such person may not in fact become covered under such other employer's plan. Executive's portion of the premium for such coverage shall be withheld from the salary continuation payments described in paragraph (1) immediately above or, if salary continuation has been paid in a lump sum, Executive shall reimburse the Company for Executive's portion of the premium on a monthly basis. (3) An amount equal to the sum of amounts paid or payable to Executive as bonuses by the Company for the year prior to the year in which the Termination Date occurs. This amount will be payable in one lump sum, to Executive within 30 days after the end of the Severance Period. (4) Executive shall become 100% vested in all of the shares of restricted stock granted to Executive under the Mariner Energy, Inc. Equity Participation Plan to the extent Executive is less than 100% vested in such shares as of the Termination Date. (5) Executive shall become 50% vested in all of the rights and interests granted to Executive under the Company's stock and other equity plans (other than the Mariner Energy, Inc. Equity Participation Plan), including without limitation any stock options, restricted stock, restricted stock units, performance units, and/or performance shares to the extent Executive is less than 50% vested in such award as of the Termination Date. (6) Notwithstanding any other provision hereof, if the Company incurs an obligation to pay severance under this Section 7(c) in connection with the termination of Executive's employment after the consummation of an initial public offering by the Company, then, subject to Section 7(h), Executive shall be entitled to receive the amounts specified in Section 8(a) in lieu of the amounts specified in Sections 7(c)(1) and 7(c)(3). (7) Payments under this Section 7(c) shall be in lieu of any severance benefits otherwise due to Executive under any severance pay plan or program maintained by the Company that covers its employees or executives generally. If Executive receives payment under Section 8(a), payments otherwise payable under Section 7(c)(1) shall terminate.

Severance Amount. If All of the Company is required amounts described in clauses (i) and (iii) shall be paid to pay the Executive severance no later than ten (10) days following the Date of Termination; provided that any amount payable under clause (iii) shall be paid to the Executive no later than five (5) days following the determination of the amount of such payment, if any. All of the Section 10 (i) Severance Amount shall be paid to the Executive no later than ten (10) days following the later of (x) the Date of Termination and (y) the execution of an agreement by the express terms Executive, in form and substance reasonably satisfactory to the Company, providing for (I) a full release by the Executive of the Company, its officers, directors, representatives and affiliates from all liabilities, obligations or claims, other than those obligations specifically provided in this Section 7(a10(i) or 7(b), (and the Company shall pay provide a mutual release of the Executive), (II) an affirmation of the Executive's obligations pursuant to Section 14 hereof and (III) an agreement by the Executive to immediately repay to the following as severance:Company one hundred percent (100%) of the Section 10 (1i) Executive's Base Salary at the highest rate in effect prior to the Termination Date as salary continuation for a period Severance Amount upon any breach of eighteen months commencing on the date on which Executive's employment with the Company is terminated (the "TERMINATION DATE") (the "SEVERANCE PERIOD"), payable in equal monthly installments pursuant to the Company's customary payroll practices for executive salariessuch agreement; provided, however, that, at that any Section 10(i) Severance Amount payable under Section 10(i)(iv) shall be paid to the option Executive no later than five (5) days following the determination of the Companyamount of such payments, if any. Additionally, in the amounts payable under this Section 7(c) event that the Executive's employment is terminated upon expiration of the Term, all of the Executive's options to purchase shares of capital stock of the Company which are unvested as of the expiration of the Term but otherwise scheduled to vest on the first vesting date scheduled to occur following the expiration of the Term, shall immediately vest and become exercisable upon the expiration of the Term and all remaining unvested options shall terminate as of such date. All of Executive's options to purchase capital stock of the Company that are vested as of the expiration of the Term or become vested pursuant to the immediately preceding sentence may be paid exercised by the Company Executive at any time within one (1) year following the expiration of the Term and shall then terminate; provided, however, that in one lump sum. the event the Executive is entitled to receive a payment with respect to the Pro Rata Bonus, all of such vested options may be exercised by the Executive within two (2) Executive, Executive's spouse, years following the Date of Termination and Executive's dependents will continue to be eligible for coverage under the Company's group health plan or any successor plan on the same basis as active executive employees of the Company, their spouses, and their dependents for the duration of the Severance Period. If and when group health coverage under another employer's plan is made available to Executive, Executive's spouse, or Executive's dependents, the Company's obligations under this paragraph will cease with respect to each person to whom such coverage is made available, notwithstanding that such person may not in fact become covered under such other employer's plan. Executive's portion of the premium for such coverage shall be withheld from the salary continuation payments described in paragraph (1) immediately above or, if salary continuation has been paid in a lump sum, Executive shall reimburse the Company for Executive's portion of the premium on a monthly basis. (3) An amount equal to the sum of amounts paid or payable to Executive as bonuses by the Company for the year prior to the year in which the Termination Date occurs. This amount will be payable in one lump sum, to Executive within 30 days after the end of the Severance Period. (4) Executive shall become 100% vested in all of the shares of restricted stock granted to Executive under the Mariner Energy, Inc. Equity Participation Plan to the extent Executive is less than 100% vested in such shares as of the Termination Date. (5) Executive shall become 50% vested in all of the rights and interests granted to Executive under the Company's stock and other equity plans (other than the Mariner Energy, Inc. Equity Participation Plan), including without limitation any stock options, restricted stock, restricted stock units, performance units, and/or performance shares to the extent Executive is less than 50% vested in such award as of the Termination Date. (6) Notwithstanding any other provision hereof, if the Company incurs an obligation to pay severance under this Section 7(c) in connection with the termination of Executive's employment after the consummation of an initial public offering by the Company, then, subject to Section 7(h), Executive shall be entitled to receive the amounts specified in Section 8(a) in lieu of the amounts specified in Sections 7(c)(1) and 7(c)(3). (7) Payments under this Section 7(c) shall be in lieu of any severance benefits otherwise due to Executive under any severance pay plan or program maintained by the Company that covers its employees or executives generally. If Executive receives payment under Section 8(a), payments otherwise payable under Section 7(c)(1) shall then terminate.

Severance Amount. If All of the Company is required amounts described in clauses (i) and (iii) shall be paid to pay the Executive severance no later than ten (10) days following the Date of Termination; provided that any amount payable under clause (iii) shall be paid to the Executive no later than five (5) days following the determination of the amount of such payment, if any. All of the Section 10(e) Severance Amount shall be paid to the Executive no later than ten (10) days following the later of (x) the Date of Termination and (y) the execution of an agreement by the express terms Executive, in form and substance reasonably satisfactory to the Company, providing for (I) a full release by the Executive of the Company, its officers, directors, representatives and affiliates from all liabilities, obligations or claims, other than those obligations specifically provided in this Section 7(a10(e) or 7(b), (and the Company shall pay Executive provide a mutual release of the following as severance: Executive), (1II) an affirmation of the Executive's Base Salary at obligations pursuant to Section 14 hereof and (III) an agreement by the highest rate in effect prior Executive to immediately repay to the Termination Date as salary continuation for a period Company one hundred percent (100%) of eighteen months commencing on the date on which Executive's employment with the Company is terminated (the "TERMINATION DATE"Section 10(e) (the "SEVERANCE PERIOD"), payable in equal monthly installments pursuant to the Company's customary payroll practices for executive salariesSeverance Amount upon any breach of such agreement; provided, however, that, at that any Section 10(e) Severance Amount payable pursuant to Section 10(e)(iv) shall be paid to the option Executive no later than five (5) days following the determination of the Companyamount of such payments, if any. Additionally, in the amounts payable under event that the Executive's employment is terminated pursuant to this Section 7(c) may be paid by the Company in one lump sum. (2) Executive10(e), Executive's spouse, and Executive's dependents will continue to be eligible for coverage under the Company's group health plan or any successor plan on the same basis as active executive employees of the Company, their spouses, and their dependents for the duration of the Severance Period. If and when group health coverage under another employer's plan is made available to Executive, Executive's spouse, or Executive's dependents, the Company's obligations under this paragraph will cease with respect to each person to whom such coverage is made available, notwithstanding that such person may not in fact become covered under such other employer's plan. Executive's portion of the premium for such coverage shall be withheld from the salary continuation payments described in paragraph (1) immediately above or, if salary continuation has been paid in a lump sum, Executive shall reimburse the Company for Executive's portion of the premium on a monthly basis. (3) An amount equal to the sum of amounts paid or payable to Executive as bonuses by the Company for the year prior to the year in which the Termination Date occurs. This amount will be payable in one lump sum, to Executive within 30 days after the end of the Severance Period. (4) Executive shall become 100% vested in all of the Executive's options to purchase shares of restricted capital stock granted to Executive under of the Mariner Energy, Inc. Equity Participation Plan to Company (including the extent Executive is less than 100% vested in such shares New Option) which are unvested as of the Date of Termination Date. (5) Executive but otherwise scheduled to vest on the first vesting date scheduled to occur following the Date of Termination, shall immediately vest and become 50% vested in exercisable on the Date of Termination and all remaining unvested options shall terminate as of the Date of Termination. In the event the Executive's employment is terminated pursuant to this Section 10(e), all of the rights and interests granted Executive's options to Executive under purchase capital stock of the Company's stock and other equity plans Company that are vested as of the Date of Termination (other than the Mariner Energy, Inc. Equity Participation Plan), including without limitation any stock options, restricted stock, restricted stock units, performance units, and/or performance shares Rollover Option) or become vested pursuant to the extent immediately preceding sentence may be exercised by the Executive within one (1) year following the Executive's Date of Termination and shall then terminate; provided, however, that in the event the Executive is less than 50% vested in such award as of the Termination Date. (6) Notwithstanding any other provision hereof, if the Company incurs an obligation to pay severance under this Section 7(c) in connection with the termination of Executive's employment after the consummation of an initial public offering by the Company, then, subject to Section 7(h), Executive shall be entitled to receive a payment with respect to the amounts specified in Section 8(a) in lieu Pro Rata Bonus, all of the amounts specified in Sections 7(c)(1) and 7(c)(3). (7) Payments under this Section 7(c) shall such vested options may be in lieu of any severance benefits otherwise due to Executive under any severance pay plan or program maintained exercised by the Company that covers its employees or executives generally. If Executive receives payment under Section 8(a), payments otherwise payable under Section 7(c)(1within two (2) years following the Date of Termination and shall then terminate.

Severance Amount. If the Company is required to pay Executive severance by the express terms of Section 7(a) or 7(b), the Company shall pay Executive the following as severance: (1) Executive's Base Salary at the highest rate in effect prior to the Termination Date as salary continuation for a period of eighteen months two years commencing on the date on which Executive's employment with the Company is terminated (the "TERMINATION DATE") (the "SEVERANCE PERIOD"), payable in equal monthly installments pursuant to the Company's customary payroll practices for executive salaries; provided, however, that, at the option of either the CompanyCompany or Executive, the amounts payable under this Section 7(c) may shall be paid by the Company in one lump sum. (2) Executive, Executive's spouse, and Executive's dependents will continue to be eligible for coverage under the Company's group health plan or any successor plan on the same basis as active executive employees of the Company, their spouses, and their dependents for the duration of the Severance Period. If and when group health coverage under another employer's plan is made available to Executive, Executive's spouse, or Executive's dependents, the Company's obligations under this paragraph will cease with respect to each person to whom such coverage is made available, notwithstanding that such person may not in fact become covered under such other employer's plan. Executive's portion of the premium for such coverage shall be withheld from the salary continuation payments described in paragraph (1) immediately above or, if salary continuation has been paid in a lump sum, Executive shall reimburse the Company for Executive's portion of the premium on a monthly basis. (3) An amount equal to the sum of amounts paid or payable to Executive as bonuses by the Company for the year prior to the year in which the Termination Date occurs. This amount will be payable in one lump sum, to Executive within 30 days after the end of the Severance Period. (4) Executive shall become 100% vested in all of the shares of restricted stock granted to Executive under the Mariner Energy, Inc. Equity Participation Plan to the extent Executive is less than 100% vested in such shares as of the Termination Date. (5) Executive shall become 50% vested in all of the rights and interests granted to Executive under the Company's stock and other equity plans (other than the Mariner Energy, Inc. Equity Participation Plan), including without limitation any stock options, restricted stock, restricted stock units, performance units, and/or performance shares to the extent Executive is less than 50% vested in such award as of the Termination Date. (6) Notwithstanding any other provision hereof, if the Company incurs an obligation to pay severance under this Section 7(c) in connection with the termination of Executive's employment after the consummation of an initial public offering by the Company, then, subject to Section 7(h), Executive shall be entitled to receive the amounts specified in Section 8(a) in lieu of the amounts specified in Sections 7(c)(1) and 7(c)(3). (7) Payments under this Section 7(c) shall be in lieu of any severance benefits otherwise due to Executive under any severance pay plan or program maintained by the Company that covers its employees or executives generally. If Executive receives payment under Section 8(a), payments otherwise payable under Section 7(c)(1) shall terminate.

Severance Amount. If the Company is required to pay Executive severance by the express terms of Section Sections 7(a) or 7(b), the Company shall pay Executive the following as severance: (1i) Executive's ’s Base Salary at the highest rate in effect immediately prior to the Termination Date (without any reduction thereof that constitutes Good Reason) as salary continuation for a period ending on the earliest to occur of eighteen (A) 24 months commencing on following the date on which this Agreement and Executive's ’s employment with the Company and its Affiliates is terminated (the "TERMINATION DATE"“Termination Date”), (B) in the event a Liquidation Event occurs on or within the first 12 months following the Termination Date, 12 months following such Liquidation Event, or (C) the "SEVERANCE PERIOD"date on which Executive accepts an offer of employment on a substantially full-time basis or is otherwise engaged in a business venture or ventures (other than personal passive investing) on a substantially full-time basis (as applicable, the “Severance Period”), payable in substantially equal monthly installments pursuant to the Company's ’s customary payroll practices for executive salaries; provided, however, that, at the option . (ii) If Executive or any of the Company, the amounts payable under this Section 7(c) may be paid Executive’s dependents was participating in any group health plans maintained by the Company in one lump sum. (2) Executive, Executive's spouse, and Executive's dependents will continue to be eligible for coverage under the Company's group health plan or any successor plan on the same basis Parent as active executive employees of the CompanyTermination Date (the “Company Group Health Plans”), their spouses, and their dependents the Company shall reimburse Executive every 30 days for the duration of the Severance PeriodPeriod an amount equal to the employer contribution, determined as of the Termination Date, for coverage under such Company Group Health Plans for the type and level of post-termination coverage elected by Executive and his dependents under such Company Group Health Plans (as described below), provided: (A) Executive and, if applicable, his dependents are qualified to elect and/or receive continuation coverage under the Company Group Health Plans after the Termination Date pursuant to any applicable state or federal continuation coverage law, including COBRA; (B) Executive (and, if applicable, his dependents) makes the appropriate timely written election to continue coverage under any of the Company Group Health Plans; and (C) the applicable Company Group Health Plan continues in effect. If an applicable Company Group Health Plan does not continue in effect for any portion of the Severance Period, the requirements of (A), (B) and (C) shall not be applicable and the Company shall pay to Executive every 30 days for the remainder of the Severance Period, an amount equal to the employer contribution, determined immediately prior to termination of the applicable Group Health Plan for coverage under such Company Group Health Plans for the type and level of coverage applicable to Executive and his dependents under such terminated Company Group Health Plans. The Company’s obligations under this paragraph will cease if and when group health coverage under another employer's ’s plan of Executive is made available to Executive, Executive's spouse, or Executive's dependents, the Company's obligations under this paragraph will cease with respect to each person to whom such coverage is made available, notwithstanding that Executive or such person dependent may not in fact become covered under such other employer's ’s plan. Executive agrees to deliver prompt notice to the Company upon the availability of such group health coverage. In addition, Executive agrees and understands that the election of such continuation coverage and the payment of any premium due with respect to such continuation coverage will remain Executive's ’s sole responsibility, and the Company will assume no obligation for payment of any such premium relating to continuation coverage. (iii) Notwithstanding the foregoing and provided that the Release has become effective and irrevocable prior to such time, payments under this Section 7(g) shall commence on the 60th day following the Termination Date and the portion of the premium for such coverage payments that would otherwise have been paid prior to such date shall be withheld from accumulated and paid to Executive without interest on such date. If the salary continuation payments described in paragraph (1) immediately above or, if salary continuation Release has been paid in a lump sumnot become effective and irrevocable on or prior to the 60th day following the Termination Date, Executive shall reimburse the Company for Executive's portion of the premium on a monthly basis. (3) An amount equal not be entitled to the sum of amounts paid or payable to Executive as bonuses by the Company for the year prior to the year in which the Termination Date occurs. This amount will be payable in one lump sum, to Executive within 30 days after the end of the Severance Period. (4) Executive shall become 100% vested in all of the shares of restricted stock granted to Executive under the Mariner Energy, Inc. Equity Participation Plan to the extent Executive is less than 100% vested in such shares as of the Termination Date. (5) Executive shall become 50% vested in all of the rights and interests granted to Executive under the Company's stock and other equity plans (other than the Mariner Energy, Inc. Equity Participation Plan), including without limitation any stock options, restricted stock, restricted stock units, performance units, and/or performance shares to the extent Executive is less than 50% vested in such award as of the Termination Date. (6) Notwithstanding any other provision hereof, if the Company incurs an obligation to pay severance payments under this Section 7(c) in connection with the termination of Executive's employment after the consummation of an initial public offering by the Company, then, subject to Section 7(h7(g), Executive shall be entitled to receive the amounts specified in Section 8(a) in lieu of the amounts specified in Sections 7(c)(1) and 7(c)(3). (7) . Payments under this Section 7(c) shall be in lieu of any severance benefits otherwise due to Executive under any severance pay plan or program maintained by the Company that covers its employees or executives generally. If Executive receives payment under Section 8(a), payments otherwise payable under Section 7(c)(1) shall terminate.

Severance Amount. If Conditioned upon the Company is required to pay Executive’s strict compliance with the post-employment restrictions described in Sections 4 through 7 and provided that the Executive severance by the express terms of Section 7(a) or 7(b)timely executes and does not revoke this Agreement, including Exhibit A hereto, the Company shall pay to the Executive the following as severance:amounts, less all applicable taxes and withholdings ((i), (ii) and (iii) collectively, the “Severance Amount”): (1i) Executive's Base Salary at Severance payments in the highest rate in effect prior to the Termination Date as salary continuation for aggregate amount of $305,000.00, which represents a twelve (12) month period of eighteen months commencing on the date on which Executive's employment with the Company is terminated (the "TERMINATION DATE") (the "SEVERANCE PERIOD"), payable in equal monthly installments pursuant to the Company's customary payroll practices for executive salaries’s annual base salary; provided, however, that, at the option that pursuant to Section 8(c) of the Employment Agreement, such amount may increase if a Change in Control occurs within six (6) months after the Separation Date, and provided, further, that the Company, ’s obligation to pay the amounts payable under amount in this Section 7(c2(a)(i) may shall end immediately as of the date on which the Executive becomes employed by a new employer (written notice of which shall be paid promptly provided by the Executive to the Company); (ii) An amount to be determined that represents a portion of the annual bonus that the Executive would have been entitled to receive pursuant to the Company’s 2016 annual bonus plan had his employment not been terminated (prorated for the amount of time that the Executive was employed by the Company in one lump sum.2016), which amount will be paid no later than March 15, 2017; and (2iii) Executive, Executive's spouseTo the extent that the Executive was participating in the Company’s group health insurance program immediately prior to the Separation Date, and Executive's dependents will continue to be provided that the Executive timely elects and remains eligible for coverage under the Company's group health plan or any successor plan on the same basis Consolidated Omnibus Budget Reconciliation Act of 1985, as active executive employees of the Companyamended, their spouses, and their dependents for the duration of the Severance Period. If and when group health coverage under another employer's plan is made available to Executive, Executive's spouse, or Executive's dependents, the Company's obligations under this paragraph will cease with respect to each person to whom such coverage is made available, notwithstanding that such person may not in fact become covered under such other employer's plan. Executive's portion of the premium for such coverage shall be withheld from the salary continuation payments described in paragraph (1) immediately above or, if salary continuation has been paid in a lump sum, Executive shall reimburse the Company for Executive's portion of the premium on a monthly basis. (3) An cash amount equal to the sum portion of amounts paid or payable to Executive as bonuses by the premiums for such coverage that the Company for was paying on the year Executive’s behalf immediately prior to the year in Separation Date, for the shorter of (A) eight (8) months from the Separation Date or (B) the period during which the Termination Date occursExecutive remains eligible for such coverage. This The Company’s obligation to pay the amount will in this Section 2(a)(iii) shall end immediately as of the date on which the Executive becomes eligible for coverage under the group insurance plans of another entity (written notice of which shall be promptly provided by the Executive to the Company). The Severance Amount provided in clauses (i) and (iii) above shall be payable in one lump sumequal installments on each of the Company’s regularly scheduled payroll dates over the twelve (12) months following the Separation Date, commencing on the first payroll date following the Separation Date; provided, however, that any payment due before the Release Agreement Effective Date (as defined in the Release Agreement) will be accumulated and paid (subject to Executive within 30 days the applicable conditions) on the first regularly scheduled payroll date after the end Release Agreement Effective Date, along with the installment of the Severance PeriodAmount for such date. (4) Executive shall become 100% vested in all of the shares of restricted stock granted to Executive under the Mariner Energy, Inc. Equity Participation Plan to the extent Executive is less than 100% vested in such shares as of the Termination Date. (5) Executive shall become 50% vested in all of the rights and interests granted to Executive under the Company's stock and other equity plans (other than the Mariner Energy, Inc. Equity Participation Plan), including without limitation any stock options, restricted stock, restricted stock units, performance units, and/or performance shares to the extent Executive is less than 50% vested in such award as of the Termination Date. (6) Notwithstanding any other provision hereof, if the Company incurs an obligation to pay severance under this Section 7(c) in connection with the termination of Executive's employment after the consummation of an initial public offering by the Company, then, subject to Section 7(h), Executive shall be entitled to receive the amounts specified in Section 8(a) in lieu of the amounts specified in Sections 7(c)(1) and 7(c)(3). (7) Payments under this Section 7(c) shall be in lieu of any severance benefits otherwise due to Executive under any severance pay plan or program maintained by the Company that covers its employees or executives generally. If Executive receives payment under Section 8(a), payments otherwise payable under Section 7(c)(1) shall terminate.

Severance Amount. If All of the Company is required amounts described in clauses (A) and (C) shall be paid to pay the Executive severance no later than ten (10) days following the Date of Termination; provided that any amount payable under clause (C) shall be paid to the Executive no later than five (5) days following the determination of the amount of such payment, if any. All of the Section 10(f) Severance Amount shall be paid to the Executive no later than ten (10) days following the later of (x) the Date of Termination and (y) the execution of an agreement by the express terms Executive, in form and substance reasonably satisfactory to the Company, providing for (I) a full release by the Executive of the Company, its officers, directors, representatives and affiliates from all liabilities, obligations or claims, other than those obligations specifically provided in this Section 7(a10(f) or 7(b), (and the Company shall pay Executive provide a mutual release of the following as severance: Executive), (1II) an affirmation of the Executive's Base Salary at obligations pursuant to Section 14 hereof and (III) an agreement by the highest rate in effect prior Executive to immediately repay to the Termination Date as salary continuation for a period Company one hundred percent (100%) of eighteen months commencing on the date on which Executive's employment with the Company is terminated (the "TERMINATION DATE"Section 10(f) (the "SEVERANCE PERIOD"), payable in equal monthly installments pursuant to the Company's customary payroll practices for executive salariesSeverance Amount upon any breach of such agreement; provided, however, that, at that any Section 10(f) Severance Amount payable under Section 10(f)(D) shall be paid to the option Executive no later than five (5) days following the determination of the Companyamount of such payments, if any. Additionally, in the amounts payable under event that the Executive's employment is terminated pursuant to this Section 7(c10(f) may be paid by other than in the Company case of a Change in one lump sum. (2) ExecutiveControl, Executive's spouse, and Executive's dependents will continue to be eligible for coverage under the Company's group health plan or any successor plan on the same basis as active executive employees of the Company, their spouses, and their dependents for the duration of the Severance Period. If and when group health coverage under another employer's plan is made available to Executive, Executive's spouse, or Executive's dependents, the Company's obligations under this paragraph will cease with respect to each person to whom such coverage is made available, notwithstanding that such person may not in fact become covered under such other employer's plan. Executive's portion of the premium for such coverage shall be withheld from the salary continuation payments described in paragraph (1) immediately above or, if salary continuation has been paid in a lump sum, Executive shall reimburse the Company for Executive's portion of the premium on a monthly basis. (3) An amount equal to the sum of amounts paid or payable to Executive as bonuses by the Company for the year prior to the year in which the Termination Date occurs. This amount will be payable in one lump sum, to Executive within 30 days after the end of the Severance Period. (4) Executive shall become 100% vested in all of the Executive's options to purchase shares of restricted capital stock granted to Executive under of the Mariner Energy, Inc. Equity Participation Plan to Company (including the extent Executive is less than 100% vested in such shares New Option) which are unvested as of the Date of Termination Date. (5) Executive but otherwise scheduled to vest on the first vesting date scheduled to occur following the Date of Termination, shall immediately vest and become 50% vested in exercisable on the Date of Termination and all remaining unvested options shall terminate as of the Date of Termination. In the event the executive's employment is terminated pursuant to this Section 10(f), all of the rights and interests granted Executive's options to Executive under purchase capital stock of the Company's stock and other equity plans Company that are vested as of the applicable Date of Termination (other than the Mariner Energy, Inc. Equity Participation Plan), including without limitation any stock options, restricted stock, restricted stock units, performance units, and/or performance shares Rollover Option) or become vested pursuant to the extent immediately preceding sentence may be exercised by the Executive within one (1) year following the Executive's Date of Termination and shall then terminate; provided, however, that in the event the Executive is less than 50% vested in such award as of the Termination Date. (6) Notwithstanding any other provision hereof, if the Company incurs an obligation to pay severance under this Section 7(c) in connection with the termination of Executive's employment after the consummation of an initial public offering by the Company, then, subject to Section 7(h), Executive shall be entitled to receive a payment with respect to the amounts specified in Section 8(a) in lieu Pro Rata Bonus, all of the amounts specified in Sections 7(c)(1) and 7(c)(3). (7) Payments under this Section 7(c) shall such vested options may be in lieu of any severance benefits otherwise due to Executive under any severance pay plan or program maintained exercised by the Company that covers its employees or executives generally. If Executive receives payment under Section 8(a), payments otherwise payable under Section 7(c)(1within two (2) years following the Date of Termination and shall then terminate.

Severance Amount. If All of the Company is required amounts described in clauses (A) and (C) shall be paid to pay the Executive severance no later than ten (10) days following the Date of Termination; provided that any amount payable under clause (C) shall be paid to the Executive no later than five (5) days following the determination of the amount of such payment, if any. All of the Section 10(f) Severance Amount shall be paid to the Executive no later than ten (10) days following the later of (x) the Date of Termination and (y) the execution of an agreement by the express terms Executive, in form and substance reasonably satisfactory to the Company, providing for (I) a full release by the Executive of the Company, its officers, directors, representatives and affiliates from all liabilities, obligations or claims, other than those obligations specifically provided in this Section 7(a10(f) or 7(b), (and the Company shall pay Executive provide a mutual release of the following as severance: Executive), (1II) an affirmation of the Executive's Base Salary at obligations pursuant to Section 14 hereof and (III) an agreement by the highest rate in effect prior Executive to immediately repay to the Termination Date as salary continuation for a period Company one hundred percent (100%) of eighteen months commencing on the date on which Executive's employment with the Company is terminated (the "TERMINATION DATE"Section 10(f) (the "SEVERANCE PERIOD"), payable in equal monthly installments pursuant to the Company's customary payroll practices for executive salariesSeverance Amount upon any breach of such agreement; provided, however, that, at that any Section 10(f) Severance Amount payable under Section 10(f)(D) shall be paid to the option Executive no later than five (5) days following the determination of the Companyamount of such payments, if any. Additionally, in the amounts payable under event that the Executive's employment is terminated pursuant to this Section 7(c10(f) may be paid by other than in the Company case of a Change in one lump sum. (2) ExecutiveControl, Executive's spouse, and Executive's dependents will continue to be eligible for coverage under the Company's group health plan or any successor plan on the same basis as active executive employees of the Company, their spouses, and their dependents for the duration of the Severance Period. If and when group health coverage under another employer's plan is made available to Executive, Executive's spouse, or Executive's dependents, the Company's obligations under this paragraph will cease with respect to each person to whom such coverage is made available, notwithstanding that such person may not in fact become covered under such other employer's plan. Executive's portion of the premium for such coverage shall be withheld from the salary continuation payments described in paragraph (1) immediately above or, if salary continuation has been paid in a lump sum, Executive shall reimburse the Company for Executive's portion of the premium on a monthly basis. (3) An amount equal to the sum of amounts paid or payable to Executive as bonuses by the Company for the year prior to the year in which the Termination Date occurs. This amount will be payable in one lump sum, to Executive within 30 days after the end of the Severance Period. (4) Executive shall become 100% vested in all of the Executive's options to purchase shares of restricted capital stock granted to Executive under of the Mariner Energy, Inc. Equity Participation Plan to Company (including the extent Executive is less than 100% vested in such shares New Option) which are unvested as of the Date of Termination Date. (5) Executive but otherwise scheduled to vest on the first vesting date scheduled to occur following the Date of Termination, shall immediately vest and become 50% vested in exercisable on the Date of Termination and all remaining unvested options shall terminate as of the Date of Termination. In the event the Executive's employment is terminated pursuant to this Section 10(f), all of the rights and interests granted Executive's options to Executive under purchase capital stock of the Company's stock and other equity plans Company that are vested as of the applicable Date of Termination (other than the Mariner Energy, Inc. Equity Participation Plan), including without limitation any stock options, restricted stock, restricted stock units, performance units, and/or performance shares Rollover Option) or become vested pursuant to the extent immediately preceding sentence may be exercised by the Executive within one (1) year following the Executive's Date of Termination and shall then terminate; provided, however, that in the event the Executive is less than 50% vested in such award as of the Termination Date. (6) Notwithstanding any other provision hereof, if the Company incurs an obligation to pay severance under this Section 7(c) in connection with the termination of Executive's employment after the consummation of an initial public offering by the Company, then, subject to Section 7(h), Executive shall be entitled to receive a payment with respect to the amounts specified in Section 8(a) in lieu Pro Rata Bonus, all of the amounts specified in Sections 7(c)(1) and 7(c)(3). (7) Payments under this Section 7(c) shall such vested options may be in lieu of any severance benefits otherwise due to Executive under any severance pay plan or program maintained exercised by the Company that covers its employees or executives generally. If Executive receives payment under Section 8(a), payments otherwise payable under Section 7(c)(1within two (2) years following the Date of Termination and shall then terminate.

Severance Amount. If All of the Company is required amounts described in clauses (i) and (iii) shall be paid to pay the Executive severance no later than ten (10) days following the Date of Termination; provided that any amount payable under clause (iii) shall be paid to the Executive no later than five (5) days following the determination of the amount of such payment, if any. All of the Section 10(e) Severance Amount shall be paid to the Executive no later than ten (10) days following the later of (x) the Date of Termination and (y) the execution of an agreement by the express terms Executive, in form and substance reasonably satisfactory to the Company, providing for (I) a full release by the Executive of the Company, its officers, directors, representatives and affiliates from all liabilities, obligations or claims, other than those obligations specifically provided in this Section 7(a10(e) or 7(b), (and the Company shall pay Executive provide a mutual release of the following as severance: Executive), (1II) an affirmation of the Executive's Base Salary at obligations pursuant to Section 14 hereof and (III) an agreement by the highest rate in effect prior Executive to immediately repay to the Termination Date as salary continuation for a period Company one hundred percent (100%) of eighteen months commencing on the date on which Executive's employment with the Company is terminated (the "TERMINATION DATE"Section 10(e) (the "SEVERANCE PERIOD"), payable in equal monthly installments pursuant to the Company's customary payroll practices for executive salariesSeverance Amount upon any breach of such agreement; provided, however, that, at that any Section 10(e) Severance Amount payable pursuant to Section 10(e)(iv) shall be paid to the option Executive no later than five (5) days following the determination of the Companyamount of such payments, if any. Additionally, in the amounts payable under event that the Executive's employment is terminated pursuant to this Section 7(c) may be paid by the Company in one lump sum. (2) Executive10(e), Executive's spouse, and Executive's dependents will continue to be eligible for coverage under the Company's group health plan or any successor plan on the same basis as active executive employees of the Company, their spouses, and their dependents for the duration of the Severance Period. If and when group health coverage under another employer's plan is made available to Executive, Executive's spouse, or Executive's dependents, the Company's obligations under this paragraph will cease with respect to each person to whom such coverage is made available, notwithstanding that such person may not in fact become covered under such other employer's plan. Executive's portion of the premium for such coverage shall be withheld from the salary continuation payments described in paragraph (1) immediately above or, if salary continuation has been paid in a lump sum, Executive shall reimburse the Company for Executive's portion of the premium on a monthly basis. (3) An amount equal to the sum of amounts paid or payable to Executive as bonuses by the Company for the year prior to the year in which the Termination Date occurs. This amount will be payable in one lump sum, to Executive within 30 days after the end of the Severance Period. (4) Executive shall become 100% vested in all of the Executive's options to purchase shares of restricted capital stock granted to Executive under of the Mariner Energy, Inc. Equity Participation Plan to Company (including the extent Executive is less than 100% vested in such shares New Option) which are unvested as of the Date of Termination Date. (5) Executive but otherwise scheduled to vest on the first vesting date scheduled to occur following the Date of Termination, shall immediately vest and become 50% vested in exercisable on the Date of Termination and all remaining unvested options shall terminate as of the Date of Termination. In the event the executive's employment is terminated pursuant to this Section 10(e), all of the rights and interests granted Executive's options to Executive under purchase capital stock of the Company's stock and other equity plans Company that are vested as of the Date of Termination (other than the Mariner Energy, Inc. Equity Participation Plan), including without limitation any stock options, restricted stock, restricted stock units, performance units, and/or performance shares Rollover Option) or become vested pursuant to the extent immediately preceding sentence may be exercised by the Executive within one (1) year following the Executive's Date of Termination and shall then terminate; provided, however, that in the event the Executive is less than 50% vested in such award as of the Termination Date. (6) Notwithstanding any other provision hereof, if the Company incurs an obligation to pay severance under this Section 7(c) in connection with the termination of Executive's employment after the consummation of an initial public offering by the Company, then, subject to Section 7(h), Executive shall be entitled to receive a payment with respect to the amounts specified in Section 8(a) in lieu Pro Rata Bonus, all of the amounts specified in Sections 7(c)(1) and 7(c)(3). (7) Payments under this Section 7(c) shall such vested options may be in lieu of any severance benefits otherwise due to Executive under any severance pay plan or program maintained exercised by the Company that covers its employees or executives generally. If Executive receives payment under Section 8(a), payments otherwise payable under Section 7(c)(1within two (2) years following the Date of Termination and shall then terminate.

Severance Amount. If If, prior to the expiration of the Term, the Executive's employment is terminated by the Company is required to pay without Cause, or the Executive severance by the express terms of Section 7(a) or 7(b)resigns from his employment hereunder for Good Reason, the Company shall pay to the Executive his Salary accrued up to and including the date of such termination or resignation, plus a pro rata portion (based on the number of days elapsed prior to such termination or resignation) of the Target Bonus for the year in which such termination or resignation occurs, plus any other accrued but unpaid benefits or compensation. In addition, the Company shall pay to the Executive the following Severance Amount (as severance: (1hereinafter defined) Executive's Base Salary at the highest rate in effect prior to the Termination Date as salary continuation for over a two-year period of eighteen months commencing on with the date on which Executive's employment with the Company is terminated (the "TERMINATION DATE") of such termination or resignation (the "SEVERANCE PERIOD"). As used herein, the "SEVERANCE AMOUNT" shall mean the product of "A" times "B" where "A" equals the number of years (including any fraction thereof, based on 365 days per year) remaining in the Term as of the date of such termination or resignation, and "B" equals the sum of the Salary as in effect on the date of such termination or resignation and the Executive's Target Bonus for the year in which such termination or resignation occurs (or if Second Amended and Restated Employment Agreement the Executive's Target Bonus has not yet been determined for such year, his Target Bonus for the immediately preceding year) (such sum, which shall be not less than 170% of such Salary, is referred to as the "REFERENCE AMOUNT"). The Severance Amount shall be payable in equal monthly installments pursuant to the Company's customary payroll practices for executive salaries; provided, however, that, at the option of the Company, the amounts payable under this Section 7(c) may be paid by the Company in one lump sum. (2) Executive, Executive's spouse, and Executive's dependents will continue to be eligible for coverage under the Company's group health plan or any successor plan on the same basis as active executive employees of the Company, their spouses, and their dependents for the duration of over the Severance Period. If Period and when group health coverage under another employer's plan is made available to Executive, Executive's spouse, or Executive's dependents, the Company's obligations under this paragraph will cease with respect to each person to whom such coverage is made available, notwithstanding that such person may not in fact become covered under such other employer's plan. Executive's portion of the premium for such coverage installment shall be withheld from the salary continuation payments described in paragraph (1) immediately above or, if salary continuation has been paid in a lump sum, Executive shall reimburse the Company for Executive's portion of the premium on a monthly basis. (3) An amount equal to the sum of amounts paid or payable to Executive as bonuses by the Company for the year prior to the year in which the Termination Date occurs. This amount will be payable in one lump sum, to Executive within 30 days after the end of the Severance Period. (4) Executive shall become 100% vested in all of the shares of restricted stock granted to Executive under the Mariner Energy, Inc. Equity Participation Plan to the extent Executive is less than 100% vested in such shares as of the Termination Date. (5) Executive shall become 50% vested in all of the rights and interests granted to Executive under the Company's stock and other equity plans (other than the Mariner Energy, Inc. Equity Participation Plan), including without limitation any stock options, restricted stock, restricted stock units, performance units, and/or performance shares to the extent Executive is less than 50% vested in such award as of the Termination Date. (6) Notwithstanding any other provision hereof, if the Company incurs an obligation to pay severance under this Section 7(c) in connection with the termination of Executive's employment after the consummation of an initial public offering by the Company, then, subject to Section 7(h), Executive shall be entitled to receive the amounts specified in Section 8(a) in lieu of the amounts specified in Sections 7(c)(1) and 7(c)(3)regular payroll deductions. (7) Payments under this Section 7(c) shall be in lieu of any severance benefits otherwise due to Executive under any severance pay plan or program maintained by the Company that covers its employees or executives generally. If Executive receives payment under Section 8(a), payments otherwise payable under Section 7(c)(1) shall terminate.

Severance Amount. If All of the Company is required amounts described in clauses (A) and (C) shall be paid to pay the Executive severance no later than ten (10) days following the Date of Termination; provided that any amount payable under clause (C) shall be paid to the Executive no later than five (5) days following the determination of the amount of such payment, if any. All of the Section 10(f) Severance Amount shall be paid to the Executive no later than ten (10) days following the later of (x) the Date of Termination and (y) the execution of an agreement by the express terms Executive, in form and substance reasonably satisfactory to the Company, providing for (I) a full release by the Executive of the Company, its officers, directors, representatives and affiliates from all liabilities, obligations or claims, other than those obligations specifically provided in this Section 7(a10(f) or 7(b), (and the Company shall pay Executive provide a mutual release of the following as severance: Executive), (1II) an affirmation of the Executive's Base Salary at obligations pursuant to Section 14 hereof and (III) an agreement by the highest rate in effect prior Executive to immediately repay to the Termination Date as salary continuation for a period Company one hundred percent (100%) of eighteen months commencing on the date on which Executive's employment with the Company is terminated (the "TERMINATION DATE"Section 10(f) (the "SEVERANCE PERIOD"), payable in equal monthly installments pursuant to the Company's customary payroll practices for executive salariesSeverance Amount upon any breach of such agreement; provided, however, thatthat any Section 10(f) Severance Amount payable under Section 10(f)(D) shall be paid to the Executive no later than five (5) days following the determination of the amount of such payments, if any. Additionally, in the event that the Executive's employment is terminated pursuant to this Section 10(f), all of the Executive's options to purchase shares of capital stock of the Company which are unvested as of the Date of Termination but otherwise scheduled to vest on the first vesting date scheduled to occur following the Date of Termination, shall immediately vest and become exercisable on the Date of Termination and all remaining unvested options shall terminate as of the Date of Termination. All of the Executive's options to purchase capital stock of the Company that are vested as of the applicable Date of Termination or become vested pursuant to the immediately preceding sentence may be exercised by the Executive within one (1) year following the Executive's Date of Termination and shall then terminate; provided, however, that in the event that the Executive is entitled to receive a payment with respect to the Pro Rata Bonus, all of such vested options may be exercised by the Executive within two (2) years following the Date of Termination and shall then terminate. For purposes of this Agreement, a "Change in Control" shall be deemed to have occurred (A) at such time as any Person (as defined in Section 13(d)(3) or 14(d)(2) of the option Securities and Exchange Act of 1934, as amended form time to time (the "Exchange Act")) or "group" of Persons (as defined in Section 13(d) of the Exchange Act), other than any of the parties to that certain Stockholders Agreement, dated October 7, 1999, among the Company, JLL Healthcare, LLC, a Delaware limited liability company, and certain other stockholders, as the same may be amended (the "Stockholders Agreement"), directly or indirectly, acquires beneficially or of record, more than 50% of the outstanding voting securities of the Company (by operation of law or otherwise) or (B) upon a sale of all or substantially all of the assets of the Company, the amounts payable under this Section 7(c) may be paid by the Company in one lump sum. (2) Executive, Executive's spouse, and Executive's dependents will continue to be eligible for coverage under the Company's group health plan or any successor plan on the same basis as active executive employees of the Company, their spouses, and their dependents for the duration of the Severance Period. If and when group health coverage under another employer's plan is made available to Executive, Executive's spouse, or Executive's dependents, the Company's obligations under this paragraph will cease with respect to each person to whom such coverage is made available, notwithstanding that such person may not in fact become covered under such other employer's plan. Executive's portion of the premium for such coverage shall be withheld from the salary continuation payments described in paragraph (1) immediately above or, if salary continuation has been paid in a lump sum, Executive shall reimburse the Company for Executive's portion of the premium on a monthly basis. (3) An amount equal to the sum of amounts paid or payable to Executive as bonuses by the Company for the year prior to the year in which the Termination Date occurs. This amount will be payable in one lump sum, to Executive within 30 days after the end of the Severance Period. (4) Executive shall become 100% vested in all of the shares of restricted stock granted to Executive under the Mariner Energy, Inc. Equity Participation Plan to the extent Executive is less than 100% vested in such shares as of the Termination Date. (5) Executive shall become 50% vested in all of the rights and interests granted to Executive under the Company's stock and other equity plans (other than the Mariner Energy, Inc. Equity Participation Plan), including without limitation any stock options, restricted stock, restricted stock units, performance units, and/or performance shares to the extent Executive is less than 50% vested in such award as of the Termination Date. (6) Notwithstanding any other provision hereof, if the Company incurs an obligation to pay severance under this Section 7(c) in connection with the termination of Executive's employment after the consummation of an initial public offering by the Company, then, subject to Section 7(h), Executive shall be entitled to receive the amounts specified in Section 8(a) in lieu of the amounts specified in Sections 7(c)(1) and 7(c)(3). (7) Payments under this Section 7(c) shall be in lieu of any severance benefits otherwise due to Executive under any severance pay plan or program maintained by the Company that covers its employees or executives generally. If Executive receives payment under Section 8(a), payments otherwise payable under Section 7(c)(1) shall terminate.

Severance Amount. If All of the Company is required amounts described in clauses (i) and (iii) shall be paid to pay the Executive severance no later than ten (10) days following the Date of Termination; provided that any amount payable under clause (iii) shall be paid to the Executive no later than five (5) days following the determination of the amount of such payment, if any. All of the Section 10 (i) Severance Amount shall be paid to the Executive no later than ten (10) days following the later of (x) the Date of Termination and (y) the execution of an agreement by the express terms Executive, in form and substance reasonably satisfactory to the Company, providing for (I) a full release by the Executive of the Company, its officers, directors, representatives and affiliates from all liabilities, obligations or claims, other than those obligations specifically provided in this Section 7(a10(i) or 7(b), (and the Company shall pay provide a mutual release of the Executive), (II) an affirmation of the Executive's obligations pursuant to Section 14 hereof and (III) an agreement by the Executive to immediately repay to the following as severance:Company one hundred percent (100%) of the Section 10 (1i) Executive's Base Salary at the highest rate in effect prior to the Termination Date as salary continuation for a period Severance Amount upon any breach of eighteen months commencing on the date on which Executive's employment with the Company is terminated (the "TERMINATION DATE") (the "SEVERANCE PERIOD"), payable in equal monthly installments pursuant to the Company's customary payroll practices for executive salariessuch agreement; provided, however, that, at that any Section 10(i) Severance Amount payable under Section 10(i)(iv) shall be paid to the option Executive no later than five (5) days following the determination of the Companyamount of such payments, if any. Additionally, in the amounts payable under event that the Executive's employment is terminated pursuant to this Section 7(c) may be paid by the Company in one lump sum. (2) Executive10(i), Executive's spouse, and Executive's dependents will continue to be eligible for coverage under the Company's group health plan or any successor plan on the same basis as active executive employees of the Company, their spouses, and their dependents for the duration of the Severance Period. If and when group health coverage under another employer's plan is made available to Executive, Executive's spouse, or Executive's dependents, the Company's obligations under this paragraph will cease with respect to each person to whom such coverage is made available, notwithstanding that such person may not in fact become covered under such other employer's plan. Executive's portion of the premium for such coverage shall be withheld from the salary continuation payments described in paragraph (1) immediately above or, if salary continuation has been paid in a lump sum, Executive shall reimburse the Company for Executive's portion of the premium on a monthly basis. (3) An amount equal to the sum of amounts paid or payable to Executive as bonuses by the Company for the year prior to the year in which the Termination Date occurs. This amount will be payable in one lump sum, to Executive within 30 days after the end of the Severance Period. (4) Executive shall become 100% vested in all of the Executive's options to purchase shares of restricted capital stock granted to Executive under of the Mariner Energy, Inc. Equity Participation Plan to the extent Executive is less than 100% vested in such shares Company which are unvested as of the Termination Date. (5) Executive expiration of the Term but otherwise scheduled to vest on the first vesting date scheduled to occur following the expiration of the Term, shall immediately vest and become 50% vested in exercisable upon the expiration of the Term and all remaining unvested options shall terminate as of such date. In the event the Executive's employment is terminated pursuant to this Section 10(i), all of Executive's options to purchase capital stock of the rights and interests granted to Executive under Company that are vested as of the Company's stock and other equity plans expiration of the Term (other than the Mariner Energy, Inc. Equity Participation Plan), including without limitation any stock options, restricted stock, restricted stock units, performance units, and/or performance shares Rollover Option) or become vested pursuant to the extent immediately preceding sentence may be exercised by the Executive at any time within one (1) year following the expiration of the Term and shall then terminate; provided, however, that in the event the Executive is less than 50% vested in such award as of the Termination Date. (6) Notwithstanding any other provision hereof, if the Company incurs an obligation to pay severance under this Section 7(c) in connection with the termination of Executive's employment after the consummation of an initial public offering by the Company, then, subject to Section 7(h), Executive shall be entitled to receive a payment with respect to the amounts specified in Section 8(a) in lieu Pro Rata Bonus, all of the amounts specified in Sections 7(c)(1) and 7(c)(3). (7) Payments under this Section 7(c) shall such vested options may be in lieu of any severance benefits otherwise due to Executive under any severance pay plan or program maintained exercised by the Company that covers its employees or executives generally. If Executive receives payment under Section 8(a), payments otherwise payable under Section 7(c)(1within two (2) years following the Date of Termination and shall then terminate.

Severance Amount. If All of the Company is required amounts described in clauses (i) and (iii) shall be paid to pay the Executive severance no later than ten (10) days following the Date of Termination; provided that any amount payable under clause (iii) shall be paid to the Executive no later than five (5) days following the determination of the amount of such payment, if any. All of the Section 10(e) Severance Amount shall be paid to the Executive no later than ten (10) days following the later of (x) the Date of Termination and (y) the execution of an agreement by the express terms Executive, in form and substance reasonably satisfactory to the Company, providing for (I) a full release by the Executive of the Company, its officers, directors, representatives and affiliates from all liabilities, obligations or claims, other than those obligations specifically provided in this Section 7(a10(e) or 7(b), (and the Company shall pay Executive provide a mutual release of the following as severance: Executive), (1II) an affirmation of the Executive's Base Salary at obligations pursuant to Section 14 hereof and (III) an agreement by the highest rate in effect prior Executive to immediately repay to the Termination Date as salary continuation for a period Company one hundred percent (100%) of eighteen months commencing on the date on which Executive's employment with the Company is terminated (the "TERMINATION DATE"Section 10(e) (the "SEVERANCE PERIOD"), payable in equal monthly installments pursuant to the Company's customary payroll practices for executive salariesSeverance Amount upon any breach of such agreement; provided, however, that, at that any Section 10(e) Severance Amount payable pursuant to Section 10(e)(iv) shall be paid to the option Executive no later than five (5) days following the determination of the Companyamount of such payments, if any. Additionally, in the amounts payable under event that the Executive's employment is terminated pursuant to this Section 7(c) 10(e), all of the Executive's options to purchase shares of capital stock of the Company which are unvested as of the Date of Termination but otherwise scheduled to vest on the first vesting date scheduled to occur following the Date of Termination, shall immediately vest and become exercisable on the Date of Termination and all remaining unvested options shall terminate as of the Date of Termination. All of the Executive's options to purchase capital stock of the Company that are vested as of the Date of Termination or become vested pursuant to the immediately preceding sentence may be paid exercised by the Company Executive within one (1) year following the Executive's Date of Termination and shall then terminate; provided, however, that in one lump sum. the event that the Executive is entitled to receive a payment with respect to the Pro Rata Bonus, all of such vested options may be exercised by the Executive within two (2) Executive, Executive's spouse, years following the Date of Termination and Executive's dependents will continue to be eligible for coverage under the Company's group health plan or any successor plan on the same basis as active executive employees of the Company, their spouses, and their dependents for the duration of the Severance Period. If and when group health coverage under another employer's plan is made available to Executive, Executive's spouse, or Executive's dependents, the Company's obligations under this paragraph will cease with respect to each person to whom such coverage is made available, notwithstanding that such person may not in fact become covered under such other employer's plan. Executive's portion of the premium for such coverage shall be withheld from the salary continuation payments described in paragraph (1) immediately above or, if salary continuation has been paid in a lump sum, Executive shall reimburse the Company for Executive's portion of the premium on a monthly basis. (3) An amount equal to the sum of amounts paid or payable to Executive as bonuses by the Company for the year prior to the year in which the Termination Date occurs. This amount will be payable in one lump sum, to Executive within 30 days after the end of the Severance Period. (4) Executive shall become 100% vested in all of the shares of restricted stock granted to Executive under the Mariner Energy, Inc. Equity Participation Plan to the extent Executive is less than 100% vested in such shares as of the Termination Date. (5) Executive shall become 50% vested in all of the rights and interests granted to Executive under the Company's stock and other equity plans (other than the Mariner Energy, Inc. Equity Participation Plan), including without limitation any stock options, restricted stock, restricted stock units, performance units, and/or performance shares to the extent Executive is less than 50% vested in such award as of the Termination Date. (6) Notwithstanding any other provision hereof, if the Company incurs an obligation to pay severance under this Section 7(c) in connection with the termination of Executive's employment after the consummation of an initial public offering by the Company, then, subject to Section 7(h), Executive shall be entitled to receive the amounts specified in Section 8(a) in lieu of the amounts specified in Sections 7(c)(1) and 7(c)(3). (7) Payments under this Section 7(c) shall be in lieu of any severance benefits otherwise due to Executive under any severance pay plan or program maintained by the Company that covers its employees or executives generally. If Executive receives payment under Section 8(a), payments otherwise payable under Section 7(c)(1) shall then terminate.

Severance Amount. If the Company MEI is required to pay Executive severance by the express terms of Section 7(a) or 7(b), the Company MEI shall pay Executive the following as severance: (1) The sum of Executive's ’s MEI Base Salary and MERI Base Salary at the highest rate in effect prior to the Termination Date as salary continuation for a period of eighteen months commencing on the date on which Executive's ’s employment with the Company MEI is terminated (the "TERMINATION DATE"“Termination Date”) (the "SEVERANCE PERIOD"“Severance Period”), payable in equal monthly installments pursuant to the Company's MEI’s customary payroll practices for executive salaries; provided, however, that, at the option of the CompanyMEI, the amounts payable under this Section 7(c) may be paid by the Company MEI in one lump sum. (2) Executive, Executive's ’s spouse, and Executive's ’s dependents will continue to be eligible for coverage under the Company's MEI’s group health plan or any successor plan on the same basis as active executive employees of the CompanyMEI, their spouses, and their dependents for the duration of the Severance Period. If and when group health coverage under another employer's ’s plan is made available to Executive, Executive's ’s spouse, or Executive's ’s dependents, the Company's MEI’s obligations under this paragraph will cease with respect to each person to whom such coverage is made available, notwithstanding that such person may not in fact become covered under such other employer's ’s plan. Executive's ’s portion of the premium for such coverage shall be withheld from the salary continuation payments described in paragraph (1) immediately above or, if salary continuation has been paid in a lump sum, Executive shall reimburse the Company MEI for Executive's ’s portion of the premium on a monthly basis. (3) An amount equal to the sum of amounts paid or payable to Executive as bonuses by the Company both Employers for the year prior to the year in which the Termination Date occurs. This amount will be payable in one lump sum, sum to Executive within 30 days after the end of the Severance Period. (4) Executive shall become 100% vested in all of the shares of restricted stock granted to Executive under the Mariner Energy, Inc. Equity Participation Plan to the extent Executive is less than 100% vested in such shares as of the Termination Date. (5) Executive shall become 50% vested in all of the rights and interests granted to Executive under the Company's MEI’s stock and other equity plans (other than the Mariner Energy, Inc. Equity Participation Plan), including without limitation any stock options, restricted stock, restricted stock units, performance units, and/or performance shares to the extent Executive is less than 50% vested in such award as of the Termination Date. (6) Notwithstanding any other provision hereof, if the Company incurs an obligation to pay severance under this Section 7(c) in connection with the termination of Executive's employment after the consummation of an initial public offering by the Company, then, subject to Section 7(h), Executive shall be entitled to receive the amounts specified in Section 8(a) in lieu of the amounts specified in Sections 7(c)(1) and 7(c)(3). (7) Payments under this Section 7(c) shall be in lieu of any severance benefits otherwise due to Executive under any severance pay plan or program maintained by the Company MEI that covers its employees or executives generally. If Executive receives payment under Section 8(a), payments otherwise payable under Section 7(c)(1) shall terminate.

Severance Amount. If the Company is required to pay Executive Employee severance by the express terms of Section 7(a) or 7(b), the Company Employee shall pay Executive be entitled to receive the following as severance: (1i) Executive's a lump-sum amount equal to two times the sum of Employee’s Base Salary at the highest rate in effect prior to and Target Annual Bonus as of the Termination Date as salary continuation for a period of eighteen months commencing Date, which amount shall be paid on the date on which Executive's employment with that is sixty days following the Company is terminated (the "TERMINATION DATE") (the "SEVERANCE PERIOD"), payable in equal monthly installments pursuant to the Company's customary payroll practices for executive salaries; provided, however, that, at the option of the Company, the amounts payable under this Section 7(c) may be paid by the Company in one lump sum.Termination Date; (2ii) Executive, Executive's spouse, and Executive's dependents will continue to be eligible for coverage under the Company's group health plan or any successor plan on the same basis as active executive employees of the Company, their spouses, and their dependents for the duration of the Severance Period. If and when group health coverage under another employer's plan is made available to Executive, Executive's spouse, or Executive's dependents, the Company's obligations under this paragraph will cease with respect to each person to whom such coverage is made available, notwithstanding that such person may not in fact become covered under such other employer's plan. Executive's portion of the premium for such coverage shall be withheld from the salary continuation payments described in paragraph (1) immediately above or, if salary continuation has been paid in a lump sum, Executive shall reimburse the Company for Executive's portion of the premium on a monthly basis. (3) An lump-sum amount equal to the sum of amounts paid or payable to Executive as bonuses by the Company Employee’s target bonus amount for the year prior to the year in which the Termination Date occurs. This amount will be payable , determined as if Employee had continued in one lump sum, to Executive within 30 days after employment until the end of such fiscal year and as if the Severance Period. (4) Executive shall become 100% vested in Company and Employee had fully met all performance targets and goals, prorated by multiplying the full bonus amount by a fraction, the numerator of which is the number of days of the shares year prior to and including the Termination Date and the denominator of restricted stock granted to Executive under the Mariner Energywhich is 365, Inc. Equity Participation Plan to the extent Executive is less than 100% vested which lump- sum amount shall be paid as promptly as practicable, and in such shares as any event within 10 days of the Termination Date.; and (5iii) Executive for a period of 24 months after the Termination Date, the basic life insurance, medical and dental benefits, at Company expense, which were being provided to Employee immediately prior to the Termination Date. The benefits provided in this Section 7(b)(iii) shall become 50% vested be no less favorable to Employee, in all terms of amounts and deductibles and costs to him or her, than the rights and interests granted to Executive coverage provided Employee under the plans providing such benefits at the time Notice of Termination is given. The Company's stock and other equity plans (other than ’s obligation hereunder to provide the Mariner Energy, Inc. Equity Participation Plan), including without limitation any stock options, restricted stock, restricted stock units, performance units, and/or performance shares foregoing benefits shall terminate to the extent Executive is less than 50% vested Employee obtains replacement coverage under a subsequent employer’s benefit plans at an equal or higher level. Nothing in such award as of the Termination Date. (6this Section 7(b)(iii) Notwithstanding any other provision hereof, if shall require the Company incurs an or any of its Affiliates to be responsible for, or have any liability or obligation with respect to, any additional income tax payable by Employee attributable to pay severance the benefits provided under this Section 7(c) in connection with the termination of Executive's employment after the consummation of an initial public offering by the Company, then, subject to Section 7(h7(b)(iii), Executive shall be entitled to receive the amounts specified in Section 8(a) in lieu of the amounts specified in Sections 7(c)(1) and 7(c)(3). (7) Payments . Any payments paid under this Section 7(c7(b) shall be in lieu of any severance benefits otherwise due to Executive Employee under any severance pay plan or program maintained by the Company that covers its employees or executives Employees generally. If Executive receives payment under Section 8(a); provided, payments otherwise payable under Section 7(c)(1) however, the effects of any termination of Employee’s employment with the Company on the Management Incentive Units shall terminatebe as provided in the Employee Holdings LLC Agreement.

Severance Amount. If All of the Company is required amounts described in clauses (i) and (iii) shall be paid to pay the Executive severance no later than ten (10) days following the Date of Termination; provided that any amount payable under clause (iii) shall be paid to the Executive no later than five (5) days following the determination of the amount of such payment, if any. All of the Section 10(e) Severance Amount shall be paid to the Executive no later than ten (10) days following the later of (x) the Date of Termination and (y) the execution of an agreement by the express terms Executive, in form and substance reasonably satisfactory to the Company, providing for (I) a full release by the Executive of the Company, its officers, directors, representatives and affiliates from all liabilities, obligations or claims, other than those obligations specifically provided in this Section 7(a10(e) or 7(b), (and the Company shall pay provide a mutual release of the Executive), (II) an affirmation of the Executive’s obligations pursuant to Section 14 hereof and (III) an agreement by the Executive the following as severance: (1) Executive's Base Salary at the highest rate in effect prior to immediately repay to the Termination Date as salary continuation for a period Company one hundred percent (100%) of eighteen months commencing on the date on which Executive's employment with the Company is terminated (the "TERMINATION DATE"Section 10(e) (the "SEVERANCE PERIOD"), payable in equal monthly installments pursuant to the Company's customary payroll practices for executive salariesSeverance Amount upon any breach of such agreement; provided, however, that, at that any Section 10(e) Severance Amount payable pursuant to Section 10(e)(iv) shall be paid to the option Executive no later than five (5) days following the determination of the Companyamount of such payments, if any. Additionally, in the amounts payable under event that the Executive’s employment is terminated pursuant to this Section 7(c) may be paid by the Company in one lump sum. (2) Executive10(e), Executive's spouse, and Executive's dependents will continue to be eligible for coverage under the Company's group health plan or any successor plan on the same basis as active executive employees of the Company, their spouses, and their dependents for the duration of the Severance Period. If and when group health coverage under another employer's plan is made available to Executive, Executive's spouse, or Executive's dependents, the Company's obligations under this paragraph will cease with respect to each person to whom such coverage is made available, notwithstanding that such person may not in fact become covered under such other employer's plan. Executive's portion of the premium for such coverage shall be withheld from the salary continuation payments described in paragraph (1) immediately above or, if salary continuation has been paid in a lump sum, Executive shall reimburse the Company for Executive's portion of the premium on a monthly basis. (3) An amount equal to the sum of amounts paid or payable to Executive as bonuses by the Company for the year prior to the year in which the Termination Date occurs. This amount will be payable in one lump sum, to Executive within 30 days after the end of the Severance Period. (4) Executive shall become 100% vested in all of the Executive’s options to purchase shares of restricted capital stock granted to Executive under of the Mariner Energy, Inc. Equity Participation Plan to Company (including the extent Executive is less than 100% vested in such shares New Option) which are unvested as of the Date of Termination Date. (5) Executive but otherwise scheduled to vest on the first vesting date scheduled to occur following the Date of Termination, shall immediately vest and become 50% vested in exercisable on the Date of Termination and all remaining unvested options shall terminate as of the Date of Termination. In the event the Executive’s employment is terminated pursuant to this Section 10(e), all of the rights and interests granted Executive’s options to Executive under purchase capital stock of the Company's stock and other equity plans Company that are vested as of the Date of Termination (other than the Mariner Energy, Inc. Equity Participation Plan), including without limitation any stock options, restricted stock, restricted stock units, performance units, and/or performance shares Rollover Option) or become vested pursuant to the extent immediately preceding sentence may be exercised by the Executive within one (1) year following the Executive’s Date of Termination and shall then terminate; provided, however, that in the event the Executive is less than 50% vested in such award as of the Termination Date. (6) Notwithstanding any other provision hereof, if the Company incurs an obligation to pay severance under this Section 7(c) in connection with the termination of Executive's employment after the consummation of an initial public offering by the Company, then, subject to Section 7(h), Executive shall be entitled to receive a payment with respect to the amounts specified in Section 8(a) in lieu Pro Rata Bonus, all of the amounts specified in Sections 7(c)(1) and 7(c)(3). (7) Payments under this Section 7(c) shall such vested options may be in lieu of any severance benefits otherwise due to Executive under any severance pay plan or program maintained exercised by the Company that covers its employees or executives generally. If Executive receives payment under Section 8(a), payments otherwise payable under Section 7(c)(1within two (2) years following the Date of Termination and shall then terminate.

Severance Amount. If All of the Company is required amounts described in clauses (A) and (C) shall be paid to pay the Executive severance no later than ten (10) days following the Date of Termination; provided that any amount payable under clause (C) shall be paid to the Executive no later than five (5) days following the determination of the amount of such payment, if any. All of the Section 10(f) Severance Amount shall be paid to the Executive no later than ten (10) days following the later of (x) the Date of Termination and (y) the execution of an agreement by the express terms Executive, in form and substance reasonably satisfactory to the Company, providing for (I) a full release by the Executive of the Company, its officers, directors, representatives and affiliates from all liabilities, obligations or claims, other than those obligations specifically provided in this Section 7(a10(f) or 7(b), (and the Company shall pay Executive provide a mutual release of the following as severance: Executive), (1II) an affirmation of the Executive's Base Salary at obligations pursuant to Section 14 hereof and (III) an agreement by the highest rate in effect prior Executive to immediately repay to the Termination Date as salary continuation for a period Company one hundred percent (100%) of eighteen months commencing on the date on which Executive's employment with the Company is terminated (the "TERMINATION DATE"Section 10(f) (the "SEVERANCE PERIOD"), payable in equal monthly installments pursuant to the Company's customary payroll practices for executive salariesSeverance Amount upon any breach of such agreement; provided, however, that, at that any Section 10(f) Severance Amount payable under Section 10(f)(D) shall be paid to the option Executive no later than five (5) days following the determination of the Companyamount of such payments, if any. Additionally, in the amounts payable under event that the Executive's employment is terminated pursuant to this Section 7(c10(f) may be paid by other than in the Company case of a Change in one lump sum. (2) ExecutiveControl, Executive's spouse, and Executive's dependents will continue to be eligible for coverage under the Company's group health plan or any successor plan on the same basis as active executive employees of the Company, their spouses, and their dependents for the duration of the Severance Period. If and when group health coverage under another employer's plan is made available to Executive, Executive's spouse, or Executive's dependents, the Company's obligations under this paragraph will cease with respect to each person to whom such coverage is made available, notwithstanding that such person may not in fact become covered under such other employer's plan. Executive's portion of the premium for such coverage shall be withheld from the salary continuation payments described in paragraph (1) immediately above or, if salary continuation has been paid in a lump sum, Executive shall reimburse the Company for Executive's portion of the premium on a monthly basis. (3) An amount equal to the sum of amounts paid or payable to Executive as bonuses by the Company for the year prior to the year in which the Termination Date occurs. This amount will be payable in one lump sum, to Executive within 30 days after the end of the Severance Period. (4) Executive shall become 100% vested in all of the Executive's options to purchase shares of restricted capital stock granted to Executive under of the Mariner Energy, Inc. Equity Participation Plan to Company (including the extent Executive is less than 100% vested in such shares New Option) which are unvested as of the Date of Termination Date. (5) Executive but otherwise scheduled to vest on the first vesting date scheduled to occur following the Date of Termination, shall immediately vest and become 50% vested in exercisable on the Date of Termination and all remaining unvested options shall terminate as of the Date of Termination. In the event the Executive's employment is terminated pursuant to this Section 10(f), all of the rights and interests granted Executive's options to Executive under purchase capital stock of the Company's stock and other equity plans Company that are vested as of the applicable Date of Termination (other than the Mariner Energy, Inc. Equity Participation Plan), including without limitation any stock options, restricted stock, restricted stock units, performance units, and/or performance shares Rollover Option) or become vested pursuant to the extent immediately preceding sentence may be exercised by the Executive within one (1) year following the Executive's Date of Termination and shall then terminate; provided, however, that in the event that the Executive is less than 50% vested in such award as of the Termination Date. (6) Notwithstanding any other provision hereof, if the Company incurs an obligation to pay severance under this Section 7(c) in connection with the termination of Executive's employment after the consummation of an initial public offering by the Company, then, subject to Section 7(h), Executive shall be entitled to receive a payment with respect to the amounts specified in Section 8(a) in lieu Pro Rata Bonus, all of the amounts specified in Sections 7(c)(1) and 7(c)(3). (7) Payments under this Section 7(c) shall such vested options may be in lieu of any severance benefits otherwise due to Executive under any severance pay plan or program maintained exercised by the Company that covers its employees or executives generally. If Executive receives payment under Section 8(a), payments otherwise payable under Section 7(c)(1within two (2) years following the Date of Termination and shall then terminate.

Severance Amount. If Per the Employment Agreement and as consideration for Employee entering into this Agreement, Company is required will pay Employee the following amounts which, together, shall be considered the “Severance Amount.” Employee agrees that the Severance Amount satisfies all of the Company’s obligations to pay Executive severance by him under the express terms Employment Agreement. The following payments shall be subject to applicable tax related payroll deductions and to Section 23 below: a) Within five (5) business days after the Date of Section 7(a) or 7(b)Termination, the Company shall pay Executive the following Employee all Accrued Obligations, as severance:defined in Section 9(a) of the Employment Agreement; b) On or before March 15, 2019, the Company shall pay Employee a pro-rated annual bonus for 2018, calculated in the manner provided in Section 9(a) of the Employment Agreement; c) Within thirty (130) Executive's Base Salary at days after the Date of Termination, the Company shall pay the Employee a gross lump sum amount of $3,985,150, which is equal to 200% of the sum of (i) Employee’s current base salary ($650,000) and (ii) Employee’s highest rate bonus in effect prior to the previous three years ($1,342,575 for the 2017 bonus); d) Within thirty (30) days after the Termination Date as salary continuation for Date, Company shall pay Employee a period of eighteen months commencing lump sum cash payment equal to thirty-six monthly life insurance premiums based on the date on which Executive's employment with the Company is terminated (the "TERMINATION DATE") (the "SEVERANCE PERIOD"), payable in equal monthly installments pursuant to the Company's customary payroll practices for executive salaries; provided, however, that, at the option of the Company, the amounts payable under this Section 7(c) may premiums that would be paid by the Company in one lump sum. (2) Executive, Executive's spouse, and Executive's dependents will continue to be eligible for coverage under due assuming that Employee converted the Company's group health plan or any successor plan life insurance coverage that was in effect on the Date of Termination into an individual policy; e) Within thirty (30) days after the Termination Date, Company shall pay Employee a lump sum cash payment equal to thirty-six monthly medical and dental COBRA premiums based on the level of coverage in effect for Employee (i.e., family coverage) on the Date of Termination; f) As long as Employee pays the full monthly premiums for COBRA coverage, Company shall provide Employee and, as applicable, Employee's eligible dependents, with continued medical and dental coverage, on the same basis as active executive employees of the Company, their spouses, and their dependents for the duration of the Severance Period. If and when group health coverage under another employer's plan is made available provided to Executive, Executive's spouse, or Executive's dependents, the Company's obligations under this paragraph will cease active executives until the earlier of: (i) eighteen monthsafter the Date of Termination; or (ii) the date Employee is first eligible for medical and dental coverage (without pre-existing condition limitations) with respect to each person to whom such coverage is made available, notwithstanding that such person may not in fact become covered under such other a subsequent employer's plan. Executive's portion of the premium for such coverage shall be withheld from the salary continuation payments described in paragraph (1; and, g) immediately above or, if salary continuation has been paid in a lump sum, Executive shall reimburse the Company for Executive's portion of the premium on a monthly basis. (3) An amount equal to the sum of amounts paid or payable to Executive as bonuses by the Company for the year prior to the year in which the Termination Date occurs. This amount will be payable in one lump sum, to Executive within 30 days after the end of the Severance Period. (4) Executive shall become 100% vested in all of the shares of restricted stock granted to Executive under the Mariner Energy, Inc. Equity Participation Plan to the extent Executive is less than 100% vested in such shares as of the Termination Date. (5) Executive shall become 50% vested in all of the rights and interests granted to Executive under the Company's stock and other equity plans (other than the Mariner Energy, Inc. Equity Participation Plan), including without limitation any All stock options, restricted stock, restricted stock units, performance units, and/or performance shares to the extent Executive is less than 50% and other equity-based incentive awards granted by Company that are outstanding but not vested in such award as of the Date of Termination Date. (6) Notwithstanding any other provision hereofshall become immediately vested and/or payable, if as the Company incurs an obligation to pay severance under this Section 7(c) in connection with case may be on the Date of Termination and Employee’s termination of Executive's employment after the consummation of an initial public offering by the Company, then, subject to Section 7(h), Executive shall be entitled to receive the amounts specified in Section 8(a) in lieu treated as a retirement for purposes of the amounts specified in Sections 7(c)(1) Omnibus Incentive Plan and 7(c)(3)applicable Grant Agreements. (7) Payments under this Section 7(c) shall be in lieu of any severance benefits otherwise due to Executive under any severance pay plan or program maintained by the Company that covers its employees or executives generally. If Executive receives payment under Section 8(a), payments otherwise payable under Section 7(c)(1) shall terminate.

Severance Amount. If All of the Company is required amounts described in clauses (i) and (iii) shall be paid to pay the Executive severance no later than ten (10) days following the Date of Termination; provided that any amount payable under clause (iii) shall be paid to the Executive no later than five (5) days following the determination of the amount of such payment, if any. All of the Section 10 (i) Severance Amount shall be paid to the Executive no later than ten (10) days following the later of (x) the Date of Termination and (y) the execution of an agreement by the express terms Executive, in form and substance reasonably satisfactory to the Company, providing for (I) a full release by the Executive of the Company, its officers, directors, representatives and affiliates from all liabilities, obligations or claims, other than those obligations specifically provided in this Section 7(a10(i) or 7(b), (and the Company shall pay provide a mutual release of the Executive), (II) an affirmation of the Executive's obligations pursuant to Section 14 hereof and (III) an agreement by the Executive to immediately repay to the following as severance:Company one hundred percent (100%) of the Section 10 (1i) Executive's Base Salary at the highest rate in effect prior to the Termination Date as salary continuation for a period Severance Amount upon any breach of eighteen months commencing on the date on which Executive's employment with the Company is terminated (the "TERMINATION DATE") (the "SEVERANCE PERIOD"), payable in equal monthly installments pursuant to the Company's customary payroll practices for executive salariessuch agreement; provided, however, that, at that any Section 10(i) Severance Amount payable under Section 10(i)(iv) shall be paid to the option Executive no later than five (5) days following the determination of the Companyamount of such payments, if any. Additionally, in the amounts payable under event that the Executive's employment is terminated pursuant to this Section 7(c) may be paid by the Company in one lump sum. (2) Executive10(i), Executive's spouse, and Executive's dependents will continue to be eligible for coverage under the Company's group health plan or any successor plan on the same basis as active executive employees of the Company, their spouses, and their dependents for the duration of the Severance Period. If and when group health coverage under another employer's plan is made available to Executive, Executive's spouse, or Executive's dependents, the Company's obligations under this paragraph will cease with respect to each person to whom such coverage is made available, notwithstanding that such person may not in fact become covered under such other employer's plan. Executive's portion of the premium for such coverage shall be withheld from the salary continuation payments described in paragraph (1) immediately above or, if salary continuation has been paid in a lump sum, Executive shall reimburse the Company for Executive's portion of the premium on a monthly basis. (3) An amount equal to the sum of amounts paid or payable to Executive as bonuses by the Company for the year prior to the year in which the Termination Date occurs. This amount will be payable in one lump sum, to Executive within 30 days after the end of the Severance Period. (4) Executive shall become 100% vested in all of the Executive's options to purchase shares of restricted capital stock granted to Executive under of the Mariner Energy, Inc. Equity Participation Plan to the extent Executive is less than 100% vested in such shares Company which are unvested as of the Termination Date. (5) Executive expiration of the Term but otherwise scheduled to vest on the first vesting date scheduled to occur following the expiration of the Term, shall immediately vest and become 50% vested in exercisable upon the expiration of the Term and all remaining unvested options shall terminate as of such date. In the event the executive's employment is terminated pursuant to this Section 10(i), all of Executive's options to purchase capital stock of the rights and interests granted to Executive under Company that are vested as of the Company's stock and other equity plans expiration of the Term (other than the Mariner Energy, Inc. Equity Participation Plan), including without limitation any stock options, restricted stock, restricted stock units, performance units, and/or performance shares Rollover Option) or become vested pursuant to the extent immediately preceding sentence may be exercised by the Executive at any time within one (1) year following the expiration of the Term and shall then terminate; provided, however, that in the event the Executive is less than 50% vested in such award as of the Termination Date. (6) Notwithstanding any other provision hereof, if the Company incurs an obligation to pay severance under this Section 7(c) in connection with the termination of Executive's employment after the consummation of an initial public offering by the Company, then, subject to Section 7(h), Executive shall be entitled to receive a payment with respect to the amounts specified in Section 8(a) in lieu Pro Rata Bonus, all of the amounts specified in Sections 7(c)(1) and 7(c)(3). (7) Payments under this Section 7(c) shall such vested options may be in lieu of any severance benefits otherwise due to Executive under any severance pay plan or program maintained exercised by the Company that covers its employees or executives generally. If Executive receives payment under Section 8(a), payments otherwise payable under Section 7(c)(1within two (2) years following the Date of Termination and shall then terminate.

Severance Amount. If the Company is required to pay Executive severance by the express terms of Section Sections 7(a) or 7(b), the Company shall pay Executive the following as severance: (1i) Executive's ’s Base Salary at the highest rate in effect immediately prior to the Termination Date (without any reduction thereof that constitutes Good Reason) as salary continuation for a period ending on the earliest to occur of eighteen (A) 24 months commencing on following the date on which this Agreement and Executive's ’s employment with the Company and its Affiliates is terminated (the "TERMINATION DATE"“Termination Date”), (B) in the event a Liquidation Event occurs on or within the first 12 months following the Termination Date, 12 months following such Liquidation Event, or (C) the "SEVERANCE PERIOD"date on which Executive accepts an offer of employment on a substantially full-time basis or is otherwise engaged in a business venture or ventures (other than personal passive investing) on a substantially full-time basis (as applicable, the “Severance Period”), payable in substantially equal monthly installments pursuant to the Company's ’s customary payroll practices for executive salaries; provided, however, that, at the option . (ii) If Executive or any of the Company, the amounts payable under this Section 7(c) may be paid Executive’s dependents was participating in any group health plans maintained by the Company in one lump sum. (2) Executive, Executive's spouse, and Executive's dependents will continue to be eligible for coverage under the Company's group health plan or any successor plan on the same basis Parent as active executive employees of the CompanyTermination Date (the “Company Group Health Plans”), their spouses, and their dependents the Company shall reimburse Executive every 30 days for the duration of the Severance PeriodPeriod an amount equal to the employer contribution, determined as of the Termination Date, for coverage under such Company Group Health Plans for the type and level of post-termination coverage elected by Executive and his dependents under such Company Group Health Plans (as described below), provided: (A) Executive and, if applicable, his dependents are qualified to elect and/or receive continuation coverage under the Company Group Health Plans after the Termination Date pursuant to any applicable state or federal continuation coverage law, including COBRA; (B) Executive (and, if applicable, his dependents) makes the appropriate timely written election to continue coverage under any of the Company Group Health Plans; and (C) the applicable Company Group Health Plan continues in effect. If an applicable Company Group Health Plan does not continue in effect for any portion of the Severance Period, the requirements of (A), (B) and (C) shall not be applicable and the Company shall pay to Executive every 30 days for the remainder of the Severance Period, an amount equal to the employer contribution, determined immediately prior to termination of the applicable Group Health Plan for coverage under such Company Group Health Plans for the type and level of coverage applicable to Executive and his dependents under such terminated Company Group Health Plans. The Company’s obligations under this paragraph will cease if and when group health coverage under another employer's ’s plan of Executive is made available to Executive, Executive's spouse, or Executive's dependents, the Company's obligations under this paragraph will cease with respect to each person to whom such coverage is made available, notwithstanding that Executive or such person dependent may not in fact become covered under such other employer's ’s plan. Executive's portion Executive agrees to deliver prompt notice to the Company upon the availability of the premium for such coverage shall be withheld from the salary continuation payments described in paragraph (1) immediately above or, if salary continuation has been paid in a lump sumgroup health coverage. In addition, Executive shall reimburse agrees and understands that the election of such continuation coverage and the payment of any premium due with respect to such continuation coverage will remain Executive’s sole responsibility, and the Company will assume no obligation for Executive's portion payment of the any such premium on a monthly basisrelating to continuation coverage. (3iii) An amount equal to Notwithstanding the sum of amounts paid or payable to Executive as bonuses by foregoing and provided that the Company for the year Release has become effective and irrevocable prior to the year in which the Termination Date occurs. This amount will be payable in one lump sumsuch time, to Executive within 30 days after the end of the Severance Period. (4) Executive shall become 100% vested in all of the shares of restricted stock granted to Executive under the Mariner Energy, Inc. Equity Participation Plan to the extent Executive is less than 100% vested in such shares as of the Termination Date. (5) Executive shall become 50% vested in all of the rights and interests granted to Executive under the Company's stock and other equity plans (other than the Mariner Energy, Inc. Equity Participation Plan), including without limitation any stock options, restricted stock, restricted stock units, performance units, and/or performance shares to the extent Executive is less than 50% vested in such award as of the Termination Date. (6) Notwithstanding any other provision hereof, if the Company incurs an obligation to pay severance payments under this Section 7(c) in connection with shall commence on the termination 60th day following the Termination Date and the portion of Executive's employment after such payments that would otherwise have been paid prior to such date shall be accumulated and paid to Executive without interest on such date. If the consummation of an initial public offering by Release has not become effective and irrevocable on or prior to the Company, then, subject to Section 7(h)60th day following the Termination Date, Executive shall not be entitled to receive the amounts specified in any payments under this Section 8(a) in lieu of the amounts specified in Sections 7(c)(1) and 7(c)(37(c). (7) . Payments under this Section 7(c) shall be in lieu of any severance benefits otherwise due to Executive under any severance pay plan or program maintained by the Company that covers its employees or executives generally. If Executive receives payment under Section 8(a), payments otherwise payable under Section 7(c)(1) shall terminate.

Severance Amount. If All of the Company is required amounts described in clauses (i) and (iii) shall be paid to pay the Executive severance no later than ten (10) days following the Date of Termination; provided that any amount payable under clause (iii) shall be paid to the Executive no later than five (5) days following the determination of the amount of such payment, if any. All of the Section 10 (i) Severance Amount shall be paid to the Executive no later than ten (10) days following the later of (x) the Date of Termination and (y) the execution of an agreement by the express terms Executive, in form and substance reasonably satisfactory to the Company, providing for (I) a full release by the Executive of the Company, its officers, directors, representatives and affiliates from all liabilities, obligations or claims, other than those obligations specifically provided in this Section 7(a10(i) or 7(b), (and the Company shall pay provide a mutual release of the Executive), (II) an affirmation of the Executive's obligations pursuant to Section 14 hereof and (III) an agreement by the Executive to immediately repay to the following as severance:Company one hundred percent (100%) of the Section 10 (1i) Executive's Base Salary at the highest rate in effect prior to the Termination Date as salary continuation for a period Severance Amount upon any breach of eighteen months commencing on the date on which Executive's employment with the Company is terminated (the "TERMINATION DATE") (the "SEVERANCE PERIOD"), payable in equal monthly installments pursuant to the Company's customary payroll practices for executive salariessuch agreement; provided, however, that, at that any Section 10(i) Severance Amount payable under Section 10(i)(iv) shall be paid to the option Executive no later than five (5) days following the determination of the Companyamount of such payments, if any. Additionally, in the amounts payable event that the Executive's employment is terminated under this Section 7(c) may be paid by the Company in one lump sum. (2) Executive10(i), Executive's spouse, and Executive's dependents will continue to be eligible for coverage under the Company's group health plan or any successor plan on the same basis as active executive employees of the Company, their spouses, and their dependents for the duration of the Severance Period. If and when group health coverage under another employer's plan is made available to Executive, Executive's spouse, or Executive's dependents, the Company's obligations under this paragraph will cease with respect to each person to whom such coverage is made available, notwithstanding that such person may not in fact become covered under such other employer's plan. Executive's portion of the premium for such coverage shall be withheld from the salary continuation payments described in paragraph (1) immediately above or, if salary continuation has been paid in a lump sum, Executive shall reimburse the Company for Executive's portion of the premium on a monthly basis. (3) An amount equal to the sum of amounts paid or payable to Executive as bonuses by the Company for the year prior to the year in which the Termination Date occurs. This amount will be payable in one lump sum, to Executive within 30 days after the end of the Severance Period. (4) Executive shall become 100% vested in all of the Executive's options to purchase shares of restricted capital stock granted to Executive under of the Mariner Energy, Inc. Equity Participation Plan to the extent Executive is less than 100% vested in such shares Company which are unvested as of the Termination Date. (5) Executive expiration of the Term but otherwise scheduled to vest on the first vesting date scheduled to occur following the expiration of the Term, shall immediately vest and become 50% vested in exercisable upon the expiration of the Term and all remaining unvested options shall terminate as of such date. In the event the Executive's employment is terminated pursuant to this Section 10(i), all of Executive's options to purchase capital stock of the rights and interests granted to Executive under Company that are vested as of the Company's stock and other equity plans expiration of the Term (other than the Mariner Energy, Inc. Equity Participation Plan), including without limitation any stock options, restricted stock, restricted stock units, performance units, and/or performance shares Rollover Option) or become vested pursuant to the extent immediately preceding sentence may be exercised by the Executive at any time within one (1) year following the expiration of the Term and shall then terminate; provided, however, that in the event the Executive is less than 50% vested in such award as of the Termination Date. (6) Notwithstanding any other provision hereof, if the Company incurs an obligation to pay severance under this Section 7(c) in connection with the termination of Executive's employment after the consummation of an initial public offering by the Company, then, subject to Section 7(h), Executive shall be entitled to receive a payment with respect to the amounts specified in Section 8(a) in lieu Pro Rata Bonus, all of the amounts specified in Sections 7(c)(1) and 7(c)(3). (7) Payments under this Section 7(c) shall such vested options may be in lieu of any severance benefits otherwise due to Executive under any severance pay plan or program maintained exercised by the Company that covers its employees or executives generally. If Executive receives payment under Section 8(a), payments otherwise payable under Section 7(c)(1within two (2) years following the Date of Termination and shall then terminate.