1
EXHIBIT 10.25
FIRST AMENDMENT
TO
AMENDED AND RESTATED
CONSULTING SERVICES AGREEMENT
BETWEEN
MARINER ENERGY, INC.
AND
XXXXX X. XXXXX
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CONSULTING SERVICES AGREEMENT
(this "First Amendment") is made and entered into by and between MARINER ENERGY,
INC. (the "Company") and Xxxxx X. Xxxxx ("Consultant").
W I T N E S S E T H :
WHEREAS, the Company and Consultant entered into that certain Amended and
Restated Consulting Services Agreement dated effective as of June 27, 1996 (the
"Consulting Services Agreement"); and
WHEREAS, the Company and Consultant desire to amend the Consulting Services
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 Consulting Services Agreement is amended to read in
its entirety as follows:
"2.
TERM OF AGREEMENT
This Agreement shall continue for a term commencing on and including
the Effective Date and ending on and including September 30, 2002, and
shall automatically be extended for each successive calendar month
thereafter until either COMPANY or XXXXX shall give the other party 30
days' advance written notice of intent to terminate, in which event this
Agreement shall terminate upon the expiration of such 30-day period.
Notwithstanding anything contained herein to the contrary, XXXXX shall
have the right to terminate this Agreement at any time if COMPANY relocates
its principal office outside of the metropolitan area of Houston, Texas.
During the term of this Agreement, COMPANY shall have the first option
on XXXXX'x services. At any time during the term of this Agreement that
XXXXX and
-1-
2
COMPANY agree that COMPANY does not have any Deepwater Prospects requiring
XXXXX'x services, XXXXX may provide services to other parties, so long as
XXXXX'x work for said parties does not violate the provisions of paragraph
10 and otherwise does not conflict with any of the COMPANY'S Deepwater
Prospects."
2. Paragraph 3 of the Consulting Services Agreement is amended to read in
its entirety as follows:
"3.
RETAINER FEE
For the period commencing on the Effective Date and ending on and
including September 30, 2002, COMPANY shall pay XXXXX a daily retainer fee
of $850 per day worked, payable semi-monthly on or before the 1st and the
15th days of each month.
COMPANY hereby guarantees XXXXX a minimum of 200 days' retainer fee
during each year of this Agreement. Should XXXXX and the Company mutually
agree that Xxxxx may provide services directly for other parties during a
year of this Agreement, said services will be credited toward COMPANY'S
guaranteed 200 days per year.
If, by the end of the ninth month of each year of this Agreement,
COMPANY has not paid XXXXX for at least 100 days of service during such
year, COMPANY shall pay XXXXX the difference between actual days paid and
100 days.
If, by the last day of each such year, COMPANY has not paid XXXXX for
at least 200 days of service during said year, COMPANY shall pay XXXXX the
difference between actual days paid and 200 days."
3. All references to "this Agreement" contained in the Consulting Services
Agreement shall be deemed to be a reference to the Consulting Services
Agreement, as amended by this First Amendment.
4. 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.
5. Except as amended by this First Amendment, the Consulting Services
Agreement shall remain in full force and effect.
6. 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.
-2-
3
IN WITNESS WHEREOF, the Company and Consultant 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
----------------------------------- -------------------------------------
X. Xxxx Xxxxx Xxxxxx X. Xxxxxxxxx
Vice President - Administration President and
Chief Executive Officer
"COMPANY"
/s/ Xxxxx Xxxxx
-----------------------------------------
Xxxxx X. Xxxxx
"CONSULTANT"
