EXHIBIT 10.25
AMENDMENT NO. 2 TO EMPLOYEE MATTERS AGREEMENT
AMENDMENT NO. 2 TO EMPLOYEE MATTERS AGREEMENT (this "Amendment"), dated as
of November 20, 2002, by and between Plains Resources Inc., a Delaware
corporation ("Plains"), and Plains Exploration & Production Company, a Delaware
corporation (fka Plains Exploration & Production Company, L.P., a California
limited partnership) ("Plains Exploration"). Undefined capitalized terms are
defined in the Agreement (as defined below).
WHEREAS, Plains and Plains Exploration & Production Company, L.P., a
California limited partnership, entered into the Employee Matters Agreement,
dated as of July 3, 2002, which was amended by the Amendment No. 1 to Employee
Matters Agreement, dated as of September 18, 2002 (the "Agreement");
WHEREAS, on September 18, 2002, Plains Exploration & Production Company,
L.P., a California limited partnership, converted into Plains Exploration;
WHEREAS, Plains and Plains Exploration desire to enter into this Amendment
to reflect that the IPO will not occur before the Distribution;
NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, the Parties hereby agree as follows:
1. The definition of "Spinco Stock Value" shall be amended by deleting
it in its entirety and replacing it with the following:
"Spinco Stock Value" means the closing price (on a "when issued"
basis) of a share of Spinco common stock on the Distribution Date as
reported on the NYSE."
2. Section 2.02 of the Agreement is hereby amended by deleting it in its
entirety and replacing it with the following:
"Section 2.02 Transfer of Xxxxxxx Plans. On or before the
Distribution Date, Plains shall transfer all Xxxxxxx Plans with their
associated assets and liabilities to a member of the Spinco Group."
3. Sections 2.03(a)(ii) and 2.03(b)(ii) of the Agreement are hereby
amended by deleting the references therein to "IPO Closing Date" and
replacing them with "Distribution Date."
4. Section 2.04(c) of the Agreement is hereby amended by (a) deleting
the reference therein to "IPO" and replacing it with "Distribution" and (b)
deleting the reference therein to "IPO Closing Date" and replacing it with
"Distribution Date."
5. Section 9.17 of the Agreement is hereby amended by deleting it in its
entirety and replacing it with the following:
"Section 9.17 Termination. This Agreement may be terminated at any
time before the Distribution Date by mutual consent of Plains and
Spinco. In the event of termination pursuant to this Section, no party
shall have any liability of any kind under this Agreement to the other
party."
6. Effect on the Agreement. Except as specifically amended or waived by
this Amendment, all terms and conditions of the Agreement shall remain in
full force and effect. The term "Agreement" used in the Agreement shall mean
the Agreement as amended hereby.
7. Counterparts. This Amendment may be executed in counterparts each of
which shall be deemed to be an original but all of which shall constitute
one and the same agreement.
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8. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Texas, without regard to its
principles of conflicts of law.
IN WITNESS WHEREOF, each of the parties have caused this Amendment to be
executed on its behalf by its officers thereunto duly authorized on the day and
year first written above.
PLAINS RESOURCES INC.
By: /S/ XXXXXXX X. XXXXXXXX
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President
and General Counsel
PLAINS EXPLORATION & PRODUCTION
COMPANY
By: /S/ XXXXXXX X. XXXXXXXX
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President--
Administration, Secretary
and General Counsel
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