SEAGULL ENERGY CORPORATION
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
MEMBERSHIP AGREEMENT
WHEREAS, XXXXX X. XXXX ("Employee") has been designated as eligible to
become a Member of the SEAGULL ENERGY CORPORATION EXECUTIVE SUPPLEMENTAL
RETIREMENT PLAN (the "Plan"), a copy of which is attached hereto as Exhibit "A,"
subject to and conditioned upon Employee's execution of this agreement; and
WHEREAS, Employee desires to become a Member of the Plan on the terms
and provisions set forth therein and in this agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. Employee agrees to become a Member of the Plan, effective as of
February 3, 1986.
2. For purposes of Section 1.01(5) of the Plan, Employee's considered
period shall be his last three consecutive calendar years of employment or, if
less, all of his completed calendar years of employment.
3. For purposes of Section 1.01(8) of the Plan, Employee's
Compensation for 1984 shall be deemed equal to $300,000.00 and his Compensation
for 1985 shall be deemed equal to $330,000.00.
4. Employee's Applicable Percentage under the Plan shall be 50%.
5. Employee's Vesting Schedule under the Plan shall be as follows:
Vested
Interest
Prior to January 1, 1984 40%
As of December 31, 1984* 48%
As of December 31, 1985* 56%
As of December 31, 1986* 64%
As of December 31, 1987* 72%
As of December 31, 1988* 80%
As of December 31, 1989* 88%
As of December 31, 1990* 96%
As of December 31, 1991* and thereafter 100%
*provided that Employee is employed by the Company on such date and
has been so employed by the Company on a full-time basis during the twelve
month period immediately preceding such date.
For purposes of the foregoing schedule, Employee shall be deemed to
have been in the full-time employment of the Company for the entire year of
1984.
6. The aggregate amount of any death benefits becoming payable
pursuant to Section 4.04 of the Plan shall be reduced, dollar-for-dollar, by the
dollar amount of insurance proceeds payable (regardless of the identity of the
beneficiary thereunder) as a result of Employee's death pursuant to any life
insurance maintained on the life of the Employee pursuant to Section 3.4 of the
Employment Agreement entered into by and between Employee and the Company on
December 30, 1983.
IN WITNESS WHEREOF, the parties hereto have caused these presents to
be executed this 3rd day of February, 1986.
SEAGULL ENERGY CORPORATION
ATTEST:
/s/ XXXXXX XXXXXXX /s/ XXX X. XXX
___________________________ By ___________________________
Secretary Vice President
/s/ XXXXX X. XXXX
_____________________________
XXXXX X. XXXX
AMENDMENT TO
SEAGULL ENERGY CORPORATION
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
MEMBERSHIP AGREEMENT
WHEREAS, SEAGULL ENERGY CORPORATION (the "Company") and XXXXX X. XXXX
("Employee") have heretofore executed an instrument entitled "SEAGULL ENERGY
CORPORATION EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN MEMBERSHIP AGREEMENT" (the
"Agreement"), evidencing the terms and conditions of the Employee's membership
in the SEAGULL ENERGY CORPORATION EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN; and
WHEREAS, the Company and the Employee mutually desire to amend the
Agreement;
NOW, THEREFORE, the parties hereto agree as follows, effective as of
January 1, 1989:
1. Item (6) of the Agreement shall be deleted in its entirety.
2. As amended hereby, the Agreement is specifically ratified and
reaffirmed.
IN WITNESS WHEREOF, the parties hereto have caused these presents to
be executed this 31st day of January, 1989.
SEAGULL ENERGY CORPORATION
ATTEST:
/s/ XXXXXX XXXXXXX /s/ XXX X. XXX
___________________________ By ___________________________
Corporate Secretary Vice President, Finance and
Administration
Employee
/s/ XXXXX X. XXXX
______________________________
XXXXX X. XXXX
SECOND AMENDMENT TO
SEAGULL ENERGY CORPORATION
EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
MEMBERSHIP AGREEMENT
WHEREAS, SEAGULL ENERGY CORPORATION (the "Company") and XXXXX X. XXXX
("Employee") have heretofore executed an instrument entitled "SEAGULL ENERGY
CORPORATION EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN MEMBERSHIP AGREEMENT" (the
"Agreement"), evidencing the terms and conditions of the Employee's membership
in the SEAGULL ENERGY CORPORATION EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN;
WHEREAS, such Agreement has previously been amended, effective as of
Janu- ary 1, 1989; and
WHEREAS, the Company and the Employee mutually desire to further amend
the Agreement;
NOW, THEREFORE, the parties hereto agree as follows, effective as of
January 1, 1990:
1. The following three sentences shall be added after the last
sentence of Item (5) of the Agreement.
Notwithstanding the Vesting Schedule set forth above, in the event of
a "change of control" that is not approved, recommended and supported
by at least two-thirds of the Directors that were also Directors
prior to the occurrence of any such "change of control" in actions
taken prior to, and with respect to, such "change of control,"
Employee shall have a 100% Vested Interest as of the date of such
"change of control." Further, in the event of a "change of control"
other than as described in the preceding sentence, Employee shall have
a 100% Vested Interest upon involuntary termination of employment
within the twelve-month period following the date of such "change
of control." For purposes of the preceding sentences, a "change of
control" shall be deemed to have occurred if (i) any person (other
than Employee or the Company) including a "group" as determined in
accordance with Section 13(d)(3) of the Securities Exchange Act of
1934, becomes the beneficial owner of shares of the Company having
40% or more of the total number of votes that may be cast for the
election of Directors; or (ii) as a result of, or in connection with,
any cash tender or exchange offer, merger or other business
combination, sale of assets or contested election, or any combination
of the foregoing transactions (a "Transaction"), the persons who were
Directors before the Transaction shall
cease to constitute a majority of the Board of Directors of the
Company or any successor thereto. The determinations of whether a
"change of control" has occurred and whether such "change of
control" was not approved, recommended or supported by the Directors
in actions taken prior to, and with respect to, such "change of
control" shall be made by the Committee as existing at least six
months prior to the occurrence of such "change of control" and its
determination shall be final.
2. As amended hereby, the Agreement is specifically ratified and
reaffirmed.
IN WITNESS WHEREOF, the parties hereto have caused these presents to
be executed this 29th day of January, 1990.
ATTEST: SEAGULL ENERGY CORPORATION
/s/ XXXXXX XXXXXXX /s/ XXX X. XXX
____________________________ By ______________________________________
/s/ XXXXX X. XXXX
_________________________________________
Xxxxx X. Xxxx
