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EXHIBIT 10.27
FIRST AMENDMENT
TO
EMPLOYMENT AGREEMENT
BETWEEN
MARINER ENERGY, INC.
AND
X. X. XXXXXXX
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "First Amendment")
is made and entered into by and between MARINER ENERGY, INC. (the "Company") and
X. X. XxXxxxx ("Employee").
W I T N E S S E T H :
WHEREAS, the Company and Employee entered into that certain Employment
Agreement dated effective as of June 1, 1998 (the "Employment Agreement"); and
WHEREAS, the Company and Employee desire to amend the Employment
Agreement as hereinafter provided;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, the parties hereto agree as follows:
1. Paragraph 2 of the Employment Agreement is hereby amended to read in
its entirety as follows:
"2. Term.
The term of employment shall be for a term beginning
on and including the Effective Date through and
including September 30, 2002, subject, however, to
the provisions of paragraph 3."
2. Paragraphs 3.2.1 and 3.2.2 of the Employment Agreement are hereby
amended to read in their entirety as follows:
"3.2.1 Company shall pay to Employee (a) his salary through
the end of such term or extended term, (b) any Annual
Bonus (as defined in Section 9.1) that is payable to
Employee with respect to any year prior to the year
in which notice of such termination is given (it
being understood that in determining whether any such
Annual Bonus is payable, Employee shall be deemed to
have satisfied any requirement relating
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to Employee being employed by Company on any date
after such prior year), (c) on or before the last day
of his employment hereunder, and in lieu of any
Annual Bonus with respect to any period or portion
thereof after the year that is prior to the year in
which notice of such termination is given, an amount
equal to the product of (i) forty percent (40%),
multiplied by (ii) Employee's monthly salary rate for
the month immediately preceding the month in which
notice of such termination is given, multiplied by
(iii) twelve (12), multiplied by (iv) a fraction, the
numerator of which is the number of days elapsed in
the period from and including January 1 of the year
in which the notice of such termination is given
through and including the end of such term or
extended term, and the denominator of which is 365,
and (d) any other benefits provided elsewhere in this
Agreement for Employee's services rendered to Company
hereunder through the end of such term or extended
term.
3.2.2 Company shall pay to Employee, on or before the last
day of his employment hereunder, a lump sum cash
payment equal to the sum of (a) nine (9) months'
salary at Employee's monthly rate for the month
immediately preceding the month in which Company
elects to terminate this Agreement, plus (b) forty
percent (40%) of the amount described in clause (a)
of this sentence."
3. Paragraph 3.4 of the Employment Agreement is hereby amended to read
in its entirety as follows:
"3.4 Company may at its option consent to a request by
Employee to terminate this Agreement at a time other
than that stated in paragraph 2, as extended, in
which case the date requested by Employee and agreed
to by Company will be the end of the term of this
Agreement and the provisions of paragraph 3.3 shall
be applicable (it being understood that in applying
the provisions of paragraph 3.3, any provision of
paragraph 3.2.1 that refers to "notice of such
termination is given" shall be deemed to refer to the
giving of such consent by Company."
4. Paragraph 3.6.1 of the Employment Agreement is hereby amended to
read in its entirety as follows:
"3.6.1 A lump sum cash payment equal to the sum of (a)
Employee's salary, at Employee's monthly rate for the
month immediately preceding the month in which such
termination or discharge occurs, for the unexpired
portion of the term or extended term hereof, plus (b)
any
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Annual Bonus that is payable to Employee with respect
to any year prior to the year in which the date of
such termination or discharge occurs (it being
understood that in determining whether any such
Annual Bonus is payable, Employee shall be deemed to
have satisfied any requirement relating to Employee
being employed by Company on any date after such
prior year), plus (c) in lieu of any Annual Bonus
with respect to any period or portion thereof after
the year that is prior to the year in which the date
of such termination or discharge occurs, an amount
equal to the product of (i) forty percent (40%),
multiplied by (ii) Employee's monthly salary rate for
the month immediately preceding the month in which
the date of such termination or discharge occurs,
multiplied by (iii) twelve (12), multiplied by (iv) a
fraction, the numerator of which is the number of
days elapsed in the period from and including January
1 of the year in which the date of such termination
or discharge occurs through and including the end of
the unexpired portion of the term or extended term
hereof, and the denominator of which is 365."
5. Paragraphs 3.7.1 and 3.7.2 of the Employment Agreement are hereby
amended to read in their entirety as follows:
"3.7.1 A lump sum cash payment equal to the sum of (a)
Employee's salary, at Employee's monthly rate in
effect at the effective time of such termination (but
prior to giving effect to any reduction therein which
precipitated such termination), for the unexpired
portion of the term or extended term hereof plus, (b)
any Annual Bonus that is payable to Employee with
respect to any year prior to the year in which the
date of such termination occurs (it being understood
that in determining whether any such Annual Bonus is
payable, Employee shall be deemed to have satisfied
any requirement relating to Employee being employed
by Company on any date after such prior year), plus
(c) in lieu of any Annual Bonus with respect to any
period or portion thereof after the year that is
prior to the year in which the date of such
termination occurs, an amount equal to the product of
(i) forty percent (40%), multiplied by (ii)
Employee's monthly salary rate for the month
immediately preceding the month in which the date of
such termination occurs (but prior to given effect to
any reduction therein which precipitated such
termination), multiplied by (iii) twelve (12),
multiplied by (iv) a fraction, the numerator of which
is the number of days elapsed in the period from and
including January 1 of the year in which the date of
such termination occurs through and
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including the end of the unexpired portion of the
term or extended term hereof, and the denominator of
which is 365.
3.7.2 A lump sum cash payment equal to the sum of (a) nine
(9) months' salary, at Employee's rate in effect at
the time of such termination (but prior to giving
effect to any reduction therein which precipitated
such termination), plus (b) forty percent (40%) of
the amount described in clause (a) of this sentence."
6. Paragraph 9.1 of the Employment Agreement is hereby amended to read
in its entirety as follows:
"9.1 In addition to the salary provided for in paragraph 5
hereof (the "Base Salary"), and subject to the
provisions of paragraph 3 of this Agreement, Employee
shall be eligible to receive, for each calendar year
or portion thereof occurring during the term of this
Agreement, an annual cash bonus based on performance
(the "Annual Bonus") in an amount up to forty percent
(40%) of the Base Salary for such calendar year or
portion thereof (or such greater percentage of such
Base Salary as the Board of Directors or the
Committee may, in its discretion, determine) upon
approval of such Annual Bonus by the Board of
Directors of Company (the "Board of Directors") or a
committee of the Board of Directors designated by the
Board of Directors (the "Committee"). Subject to the
provisions of paragraph 3 of this Agreement, (i) the
amount of any such Annual Bonus shall be determined
by the Board of Directors or the Committee, as the
case may be, in accordance with the cash incentive
compensation program of Company in effect with
respect to such determination, and (ii) the Annual
Bonus shall be paid to Employee, less such amounts as
shall be required to be deducted or withheld
therefrom by applicable law and regulations, at such
time or times as is in accordance with the then
prevailing policy of Company relating to cash
incentive compensation payments."
7. All references to "this Agreement" contained in the Employment
Agreement shall be deemed to be a reference to the Employment Agreement, as
amended by this First Amendment.
8. This First Amendment is made and will be performed under, and shall
be governed by and construed in accordance with, the law of the State of Texas.
9. Except as amended by this First Amendment, the Employment Agreement
shall remain in full force and effect.
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10. This First Amendment may be executed in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original but all of which shall constitute one
and the same agreement.
IN WITNESS WHEREOF, the Company and Employee have executed this First
Amendment to be effective as of October 1, 1999.
Acknowledged by: MARINER ENERGY, INC.
/s/ Xxxx Xxxxx By: /s/ Xxxxxx Xxxxxxxxx
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X. Xxxx Xxxxx Xxxxxx X. Xxxxxxxxx
Vice President - Administration President and
Chief Executive Officer
"COMPANY"
/s/ X.X. XxXxxxx
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X. X. XxXxxxx
"EMPLOYEE"
