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AMENDMENT NO. 1 TO
EMPLOYMENT AGREEMENT
This Amendment No. 1 (this "Amendment") to that certain Employment
Agreement entered into effective as of March 27, 1998, by and between Ocean
Energy, Inc., a Delaware corporation ("Company"), and Xxxxx X. Xxxxxx
("Employee," and such employment agreement, the "Employment Agreement") is
entered into as of November 24, 1998 (the "Amendment Date") between the Company
and Employee.
WHEREAS, the Company anticipates entering into an Agreement and Plan of
Merger with Seagull Energy Corporation, a Texas corporation ("Seagull"),
pursuant to which the Company will merge with and into Seagull, with Seagull
being the surviving corporation (the "Merger"); and
WHEREAS, in anticipation of the Merger, the Company and Employee desire
to amend certain provisions of the Employment Agreement, with all such
amendments to be effective as of the consummation of the Merger, except the
amendment to Section 7(b) of the Employment Agreement which shall be effective
as of the Amendment Date;
NOW, THEREFORE, in consideration of the mutual covenants,
representations, warranties and agreements contained in this Amendment, and for
other valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:
1. Upon the consummation of the Merger, Section 3 of the Employment
Agreement is deleted in its entirety and replaced with the following:
"3. Employee's Duties. During the Term, Employee
shall serve as the Chairman of the Board of Directors of
Seagull Energy Corporation, the surviving corporation of the
merger between the Company and Seagull Energy Corporation (the
"Surviving Company"), with such customary duties and
responsibilities as may from time to time be assigned to him
by the Board, provided that such duties are at all times
consistent with the duties of such position. Employee shall
report directly to the Board.
Employee agrees to devote his full attention and time
during normal business hours to the business affairs of the
Surviving Company and to use reasonable best efforts to
perform faithfully and efficiently such duties and
responsibilities. Notwithstanding the foregoing, during the
Term Employee may engage in the following activities so long
as they do not interfere in any material respect with the
performance of Employee's duties and responsibilities
hereunder: (i) serve on corporate, civic or charitable boards
or committees, (ii) deliver lectures, fulfill speaking
engagements or teach on a part-time basis at educational
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institutions, and (iii) manage his personal investments
including, but not limited to, Sable Minerals, Inc., a
Louisiana corporation; provided, however, in no event shall
the conduct of any of such activities by Employee be deemed to
materially interfere with Employee's duties hereunder until
Employee has been notified in writing thereof by the Board and
given a reasonable period in which to cure such interference."
2. As of the Amendment Date, Section 7(b) of the Employment Agreement
is deleted in its entirety and replaced with the following:
"b. Death. If Employee's employment is terminated due to his
death, Employee's spouse or estate, as the case may be, shall
receive the same compensation and benefits set forth in
Section 7(c)(i)."
3. Upon the consummation of the Merger, Section 7(e) of the Employment
Agreement is amended by deleting the word "or" after paragraph (v), and
inserting the word "or" and the following paragraph after paragraph (vi):
"(vii) A material breach of any provision of this Agreement by
the Surviving Company."
4. Capitalized terms used in this Amendment, but not otherwise defined,
shall have the meanings ascribed in the Employment Agreement.
5. Unless otherwise expressly modified by this Amendment, all terms and
conditions set forth in the Employment Agreement shall remain in full force and
effect. The parties acknowledge that the only terms and conditions modified by
this Amendment are those expressly set forth herein.
6. The validity, interpretation, construction and performance of this
Amendment shall be governed by the laws of the State of Texas without reference
to rules relating to conflicts of law.
7. This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original, but all of which together will
constitute one and the same instrument.
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IN WITNESS WHEREOF, each party has executed, or has caused a duly
authorized officer to execute, this Amendment as of the Amendment Date.
OCEAN ENERGY, INC.
BY: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
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Position: Exec. V.P. & Gen. Counsel
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EMPLOYEE:
BY: /s/ Xxxxx X. Xxxxxx
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XXXXX X. XXXXXX
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