1
EXHIBIT 10.4
FORM OF
FIRST AMENDMENT TO LONG-TERM UNIT VALUE PLAN III
This First Amendment to Long-Term Unit Value Plan III ("First Amendment")
is entered into this 27th day of October, 1997, between Zilkha Energy Company,
a Delaware corporation (the "Company") and _________________ ("Executive").
RECITALS
(1) The Company and Executive have previously entered into that certain
Long-Term Unit Value Plan III, dated effective January 1, 1995 (the
"Agreement") (the terms defined therein being used herein as therein defined
unless otherwise defined herein).
(2) The Agreement provides, among other things, for the accelerated
vesting and payment of Performance Units in the event that the Company is sold.
(3) The Company and Executive desire to amend the Agreement to eliminate
Executive's right to such accelerated vesting and payment in the event that the
Company is sold.
AGREEMENT
In consideration of the Company hereby agreeing to continue Executive as
an employee of the Company through the end of the Plan Term, Executive hereby
knowingly and freely relinquishes his rights regarding accelerated vesting and
payment of Performance Units under the Agreement in the event that the Company
is sold, and the Company and Executive hereby agree to amend the Agreement,
effective for all purposes as of October 27, 1997, as follows:
Article XI of the Agreement is hereby amended and restated in its entirety
as follows:
"XI. MISCELLANEOUS PROVISIONS
Executive and no other person shall have any claim or right to be
granted a Performance Unit under Plan III. Neither Plan III nor any action
taken hereunder shall be construed as giving Executive any right to be
retained in the employ of the Corporation.
Plan III shall at all times be entirely unfunded and no provisions
shall at any time be made with respect to segregating assets of the
Corporation for payment of any benefits hereunder.
2
SKZ may alter or amend Plan III from time to time with the
approval of Executive. No amendment to Plan III may alter, impair or
reduce the number of Performance Units vested hereunder without prior
consent of Executive."
Except as amended hereby, the Agreement remains in full force and effect.
This First Amendment may be executed in any number of counterparts, each of
which shall be deemed an original and all of which, taken together, shall
constitute one and the same instrument.
ZILKHA ENERGY COMPANY
By:
-----------------------------
Xxxxx X. Xxxxxx
Chief Executive Officer
-----------------------------
Executive
-2-
