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EXHIBIT 10.6
SECOND AMENDMENT TO
EMPLOYMENT AND CONSULTING AGREEMENT
WHEREAS, OCEAN ENERGY, INC., a Texas corporation, formerly known as
Seagull Energy Corporation (the "Company"), and XXXXX X. XXXX ("Galt") have
heretofore entered into an Employment and Consulting Agreement (the
"Agreement"), which was effective as of August 24, 1998; and
WHEREAS, the Company and Galt previously amended the Agreement in
certain respects, contingent on, and effective upon, the merger of Ocean Energy,
Inc., a Delaware corporation, with and into the Company, which was consummated
on March 30, 1999 (the "Merger"); and
WHEREAS, in connection with the Merger, the Company amended its
Articles of Incorporation to change its name to "Ocean Energy, Inc.;" and
WHEREAS, the Company and Galt desire to further amend the Agreement;
NOW, THEREFORE, the Company and Galt agree that the Agreement shall be
amended as follows, effective as of May 31, 1999:
1. References in the Agreement to "Seagull Energy Corporation" or
"Seagull" shall be deemed to be references to "Ocean Energy, Inc." or "Ocean."
2. Paragraph 6(a)(vii) of the Agreement shall be deleted and the
following shall be substituted therefor:
"(vii) EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN. Prior to July
31, 1999, Ocean shall establish a trust (the "Trust") in connection
with the Ocean Executive Supplemental Retirement Plan (the "ESRP"). The
Trust is not intended to result in the ESRP being treated as funded for
purposes of the Code and Title I of the Employee Retirement Income
Security Act of 1974, as amended, and shall conform to the terms of the
model rabbi trust set forth in Revenue Procedure 92-64, 1992-2 C.B.
422. Prior to July 31, 1999, Ocean shall contribute to the Trust the
Actuarially Equivalent (as such term is defined in the ESRP) present
value of Galt's Accrued Benefit (as such term is defined in the ESRP)
under the ESRP. Further, Ocean shall cause the ESRP to be amended to
expand Section 7.01 to provide that no amendment to the ESRP shall
deprive any Member (as such term is defined in the ESRP) of any Accrued
Benefit under the ESRP to the extent that such Member has a Vested
Interest (as such term is defined in the ESRP) in such Accrued Benefit
at the time of such amendment."
3. As amended hereby, the Agreement is specifically ratified and
reaffirmed.
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4. 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 Amendment.
EXECUTED effective as of May 31, 1999.
OCEAN ENERGY, INC.
BY:
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NAME:
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TITLE:
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"COMPANY"
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XXXXX X. XXXX
"GALT"
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